Georgia Capital : AGM Notice

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This document gives Notice of the Annual General Meeting of Georgia Capital PLC and sets out resolutions to be voted on at the meeting. If you are in any doubt as to any aspect of the proposals referred to in this document or the action you should take, you should seek your own advice from a stockbroker, solicitor, accountant, or other appropriate independent professional adviser authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all of your shares in Georgia Capital PLC, please pass this document together with the accompanying documents at once to the purchaser or transferee, or to the person who arranged the sale or transfer so that they can pass these documents to the person who now holds the ordinary shares.

Georgia Capital PLC

Notice of the Annual General Meeting

To be held on 20 May 2024

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Georgia Capital PLC

Central Square

29 Wellington Street

Leeds LS1 4DL

United Kingdom

Registered in England and Wales

No: 10852406

12 April 2024

LETTER FROM THE CHAIRMAN

Dear Shareholder,

I am delighted to be writing to you, on behalf of the Board of Directors (the Board), with details of the sixth Annual General Meeting (the AGM) of Georgia Capital PLC (the Company) which will be held at Baker & McKenzie LLP, 280 Bishopsgate, London EC2M 4RB on 20 May 2024 at 11:00am (London time). The doors will open at 10:30am (London time).

The formal Notice of the AGM is set out on pages 4 to 8 of this document. Explanatory notes on the business of this year's AGM and notes to the notice appear on pages 9 to 19 of this document.

The Board appreciates that the AGM is one of the key ways we communicate with you, our shareholders. It is an important opportunity for you to express your views by raising questions, voting and attending.

The Board strongly encourages all shareholders to participate in the business of the AGM by exercising their vote by appointing the chairman of the meeting as their proxy and providing voting instructions in advance of the AGM, in accordance with the instructions explained in the Notice of AGM, and to submit their voting instructions as soon as possible and no later than 11:00am (London time) on 16 May 2024. All valid proxy votes will be included in the poll to be taken at the AGM.

Voting at the AGM

To vote by proxy, you may complete the Form of Proxy and return it in the envelope provided to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY (Computershare) as soon as possible. Alternatively, you can vote online at www.investorcentre.co.uk/eproxyusing the Control Number, your unique PIN and Shareholder Reference Number (SRN) printed on your Form of Proxy. Returning the Form of Proxy by post or registering your vote online will not prevent you from attending the AGM and voting in person should you so wish.

To be valid, the Form of Proxy or online voting instruction must be received by Computershare no later than 11:00am (London time) on 16 May 2024. CREST members may choose to use the CREST electronic proxy appointment service in accordance with the procedures set out in note 5 on pages 17 to 18.

The results of the poll vote at the AGM will be released to the market via the Regulatory News Service of the London Stock Exchange and published on the Company's website as soon as practicable after the conclusion of the AGM.

If you are an institutional investor, you may also be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by

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the Company's registrar. For further information regarding Proxymity, please go to http:/www.proxymity.io. Your proxy must, in order to be considered valid, be lodged not later than 11:00am London time on 16 May 2024 (or, in the event of any adjournment of the AGM, not less than 48 hours (excluding non-working days) before the time fixed for the adjourned meeting). Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully if you intend to use Proxymity as you will be bound by them and they will govern the electronic appointment of your proxy.

Meeting Information and Questions

If any shareholders, duly appointed proxies or corporate representatives wish to ask any questions about the business of the AGM, they can raise the questions by joining the meeting or by submitting them to [e-mail] advance of the meeting. Responses will be provided directly or placed on Georgia Capital's website (https://georgiacapital.ge/ir/shareholder-meetings) where practicable in advance of the proxy voting deadline.

Recommendation

The Board believes that all the proposals set out in this Notice of AGM are in the best interests of the Company and shareholders as a whole and unanimously recommends that you vote in favour of all the resolutions, as the Directors intend to do in respect of their own beneficial holdings of ordinary shares in the Company of £0.01 each (each an Ordinary Share).

Yours faithfully,

Irakli Gilauri

Chairman and Chief Executive

Georgia Capital PLC

12 April 2024

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NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Georgia Capital PLC will be held at the offices of Baker & McKenzie LLP, 280 Bishopsgate, London EC2M 4RB on 20 May 2024 at 11.00am (London time) for the purposes of considering and if thought fit, passing the resolutions below.

Resolutions 1 to 11 will be proposed as ordinary resolutions and resolutions 12 to 16 will be proposed as special resolutions. Resolutions 10 to 16 are proposed as special business.

Ordinary Resolutions

1. Annual Report and Accounts
   To receive the Directors' Report, the Strategic Report, the Directors' Remuneration Report and the financial statements together with the Auditors' Report for the financial year ended 31 December 2023 (together the Annual Report).
2. Directors' Remuneration Report
   To approve the Directors' Remuneration Report, as set out on pages 139 to 157 (excluding the summary of the Remuneration Policy on pages 153 to 157) of the Annual Report.
   Re-appointment of Directors
3. To re-appoint Irakli Gilauri as a director of the Company.
4. To re-appoint Maria Chatti-Gautier as a director of the Company.
5. To re-appoint Massimo Gesua' sive Salvadori as a director of the Company.
6. To re-appoint David Morrison as a director of the Company.
7. To re-appoint Neil Janin as a director of the Company.
8. Auditor Re-appointment
   To re-appoint PricewaterhouseCoopers LLP (PwC LLP) as auditor of the Company (the Auditor) until the end of the next general meeting at which accounts are laid before the Company.
9. Auditor Remuneration
   To authorise the Audit and Valuation Committee of the Board to determine the remuneration of the Auditor.
10. Political Donations
    THAT, in accordance with sections 366 and 367 of the Companies Act 2006 (the Act), the Company and any subsidiary of the Company, during the period beginning with the date of the passing of this resolution and expiring at the conclusion of the Company's AGM in 2025 (unless this authority has been renewed, revoked or varied by the Company in a general meeting), be authorised to:
11. 1. make donations to political parties or independent election candidates, not exceeding £100,000 in total;
    2. make donations to political organisations other than political parties, not exceeding £100,000 in total; and
    3. incur political expenditure, not exceeding £50,000 in total.

The above amounts may be comprised of one or more amounts in different currencies, as the Board may determine. Any terms used in this resolution that are defined in Part 14 of the Act shall bear the same meaning for the purposes of this resolution 10.

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11. Authority to Allot Shares

THAT, in substitution of all existing authorities, the Board be generally and unconditionally authorised for the purposes of section 551 of the Act to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company:

1. up to an aggregate nominal value of £142,246.66 (representing 14,224,666 Ordinary Shares, which represents approximately one-third of the Company's issued ordinary share capital as at 21 March 2024, being the latest practicable date prior to publication of this Notice of AGM); and
2. in addition to the amount referred to in paragraph (a) above, up to a further aggregate nominal value of £142,246.66 (representing 14,224,666 Ordinary Shares, which represents approximately one-third of the Company's issued ordinary share capital as at 21 March 2024, being the latest practicable date prior to publication of this Notice of AGM) in relation to an allotment of equity securities (as defined in section 560(1) of the Act) in connection with an offer by way of a rights issue:
3. 1. to holders of shares in proportion (as nearly as may be practicable) to their existing holdings; and
   2. to holders of other equity securities as required by the rights of those securities or as the Board consider it necessary, as permitted by the rights of those securities,

subject to the Board having a right to make such exclusions or other arrangements as they may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory or any other matter,

such authorities to apply (unless previously renewed, varied or revoked by the Company in general meeting) until the conclusion of the Company's AGM in 2025 or, if earlier, at the close of business on 20 August 2025 (being 15 months after the date of the forthcoming AGM) save that the Company may, before the authority expires, make offers and/or enter into agreements which would, or might, require equity securities to be allotted, or rights to be granted, after the authority expires and the Board may allot shares or grant rights to subscribe for or to convert any security into shares under any such offer or agreement as if the authority conferred by this resolution 11 had not expired.

Special Resolutions

12. Disapplication of Pre-emption Rights

THAT, subject to the passing of resolution 11 the Board be and are generally empowered pursuant to sections 570 and 573 of the Act to allot equity securities (as defined in section 560(1) of the Act) for cash pursuant to the authority granted by resolution 11 and/or to sell Ordinary Shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, provided that such authority be limited:

1. to the allotment of equity securities for cash and/or sale of treasury shares in connection with an offer of, or invitation to apply for, equity securities:
2. 1. to ordinary shareholders in proportion (as nearly as practicable to their respective existing holdings of Ordinary Shares held by them on the record date); and
   2. to holders of other equity securities, as required by the rights attaching to those securities, or if the Board otherwise considers it necessary, as permitted by the rights attaching to those securities,

but subject to the Board having the right to impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with

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treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter whatsoever;

1. to the allotment of equity securities for cash and/or sale of treasury shares (otherwise than pursuant to paragraph (a) above) having, in the case of Ordinary Shares, a nominal amount or, in the case of other equity securities, giving the right to subscribe for or convert into Ordinary Shares having a nominal amount not exceeding, an aggregate amount of £21,336.99 (being 2,133,699 Ordinary Shares, which represents approximately 5% of the Company's issued ordinary share capital as at 21 March 2024, being the latest practicable date prior to publication of this Notice of AGM),

provided that the authority conferred by this resolution 12 shall expire at the conclusion of the Company's next AGM in 2025 or, if earlier, at the close of business on 20 August 2025, (being 15 months after the date of the forthcoming AGM), save that in each case, prior to its expiry, the Company may make offers, and/or enter into agreements, which would, or might, require equity securities to be allotted (and/or treasury shares to be sold) after this authority expires and the Board may allot equity securities (and/or sell treasury shares) under any such offer or agreement as if the authority given by this resolution had not expired.

13. Specific Authority to Dis-applyPre-emption Rights in Connection with an Acquisition or Specified Capital Investment

1. That, subject to the passing of resolution 11, the Board be and are generally empowered pursuant to sections 570 and 573 of the Act (in addition to the authority given by resolution

2. to allot equity securities (as defined in section 560(1) of the Act) for cash pursuant to the authority given by resolution 11 and/ or to sell Ordinary Shares held by the Company as treasury shares as if section 561 of the Act did not apply to any such allotment or sale, provided that such authority be:
3. 1. limited to the allotment of equity securities and/or sale of treasury shares, up to a nominal amount of £21,336.99 (being 2,133,699 Ordinary Shares, representing approximately 5% of the Company's issued ordinary share capital as at 21 March 2024 being the latest practicable date prior to the publication of this Notice of AGM); and
   2. such authority to be used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Board determines to be an acquisition or a specified capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice of AGM,

provided that such authority conferred by this resolution 13 shall expire at the conclusion of the Company's AGM in 2025 or, if earlier, at the close of business on 20 August 2025 (being 15 months after the date of the forthcoming AGM), save that, in each case, prior to its expiry, the Company may make offers, and/or enter into agreements, which would, or might, require equity securities to be allotted (and/or treasury shares to be sold) after this authority expires and the Board may allot equity securities (and/or sell treasury shares) under any such offer or agreement as if the authority given by this resolution had not expired.

14. Authority to Purchase Ordinary Shares (On-Market)

THAT the Company be generally and unconditionally authorised for the purpose of section 701 of the Act to make market purchases (as defined in section 693 of the Act) of Ordinary Shares, on such terms and in such manner as the Board may from time to time determine, provided that:

1. the maximum aggregate number of Ordinary Shares which may be purchased is 6,396,832 (representing approximately 14.99% of the Company's issued ordinary share capital excluding treasury shares as at 21 March 2024, being the latest

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practicable date prior to the publication of this Notice of AGM);

1. the minimum price (exclusive of expenses) which may be paid for each Ordinary Share is £0.01; and
2. the maximum price (exclusive of expenses) which may be paid for each Ordinary Share is the higher of:
3. 1. 105% of the average of the middle-market price of an Ordinary Share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such Ordinary Share is contracted to be purchased; and
   2. an amount equal to the higher of the price of the last independent trade of an Ordinary Share and the highest current independent purchase bid for an Ordinary Share as derived from the London Stock Exchange Trading System at the time the purchase is carried out,

provided that the authority conferred by this resolution 14 shall expire at the conclusion of the Company's AGM in 2025 or, if earlier, at the close of business on 20 June 2025, being 13 months after the date of the 2024 AGM (except in relation to any purchase of Ordinary Shares for which the contract was concluded before such date and which would or might be executed wholly or partly after such date).

15. Authority to Purchase Ordinary Shares (Off-Market)THAT:

1. the terms of the form of contract produced to the meeting and initialled by the Chairman to be entered into between the Company and certain financial intermediaries named in the form of contract (each a Dealer) (the Contract), for the purchase by the Company of up to a maximum aggregate of 14,935,899 Ordinary Shares be and hereby are approved for the purposes of section 694 of the Act; and
2. the Board of the Company, be and hereby are authorised to enter into Contract(s) with the Dealer(s) and to acquire such Ordinary Shares.

The authority conferred by this resolution 15 is in addition to the authority conferred by resolution 14, and shall, unless varied, revoked or renewed prior to such time, expire no later than the conclusion of the Company's AGM in 2025, or, if earlier, the close of business on 20 June 2025, being 13 months after the date of the 2024 AGM (except in relation to any purchase of Ordinary Shares for which the Contract was concluded before such date and which would or might be executed wholly or partly after such date).

16. General Meetings

THAT the Company be authorised to call General Meetings of the Company, other than Annual General Meetings, on not less than 14 clear days' notice.

By Order of the Board

Link Company Matters Limited

Company Secretary

12 April 2024

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Registered Office:

Central Square

29 Wellington Street

Leeds LS1 4DL

United Kingdom

Registered in England and Wales No: 10852406

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EXPLANATORY NOTES TO THE BUSINESS OF THE AGM

The notes on the following pages are given as explanations of the proposed resolutions.

Resolutions 1 to 11 are proposed as ordinary resolutions. This means that, for each of those resolutions to be passed, a simple majority of votes cast must be in favour of the resolutions.

Resolutions 12 to 16 are proposed as special resolutions. This means that, for each of those resolutions to be passed, not less than 75% of the votes cast must be in favour of the resolution.

Please note that a "vote withheld" (as it appears in the Form of Proxy) is not a vote in law and will not be counted in the calculation of the proportion of votes "for" or "against" a resolution.

Resolution 1: Annual Report and Accounts

The Annual Report is available on our website (https://georgiacapital.ge) and has been sent to shareholders, as requested. Further copies will be available at the AGM.

Resolution 2: Directors' Remuneration Report

The Company is required to ask shareholder approval for the Directors' Remuneration Report for the year ended 31 December 2023, excluding the part of the report which sets out the summary of the Directors' Remuneration Policy. This ordinary resolution is advisory, in accordance with remuneration reporting rules, and, as such, it does not affect the actual remuneration paid to any director and the Company can still act according to the Directors' Remuneration Report as proposed if this resolution is not approved. The Directors' Remuneration Report is set out on pages 139 to 157 (excluding the summary of the Directors' Remuneration Policy on pages 153 to 157) of the 2023 Annual Report.

The Company's Auditor has audited those parts of the directors' remuneration report which are required to be audited and their report is issued in the Annual Report.

Resolutions 3 to 7: Appointment and Re-appointment of Directors

In accordance with the provisions of the UK Corporate Governance Code all Directors should retire at the AGM and offer themselves for re-appointment.

The Nomination Committee identifies, evaluates and recommends candidates for appointment or reappointment as Directors. The Nomination Committee and the Board keeps the balance of skills, experience, knowledge and independence of the Board under regular review and seeks to ensure an orderly succession of Directors.

The Nomination Committee has considered the complementary skills, expertise and other contributions individuals may make (including diversity considerations), brought by each Director now standing for appointment to the Board and believes that they each continue to be effective and demonstrate commitment to their roles, including commitment of time for the Board and Committee meetings and any other duties. The Board as a whole is content that each Non-Executive Director standing for appointment is independent in character and judgment in accordance with the criteria set out in the UK Corporate Governance Code and that there are no relationships or circumstances likely to affect that independence.

Accordingly, the Board recommends the re-appointment of each of the Directors.

Biographical details of each of the Directors standing for appointment or re-appointment, are as follows:

Irakli Gilauri

Chairman and Chief Executive Officer

Irakli Gilauri was appointed as CEO and Chairman on 24 February 2018. He also serves as a member of the Nomination Committee. He sits on the Supervisory Board of JSC Georgia Capital.

Skills and Experience:

Irakli Gilauri formerly served as the CEO of BGEO Group from 2011 to May 2018. He joined as CFO of Bank of Georgia in 2004 and was appointed as Chairman of the Bank in September 2015, having previously served as CEO of the Bank since May 2006. Prior, he was an EBRD (European Bank for Reconstruction and Development) banker. Mr Gilauri has more than 20 years of experience in banking, investment and finance. He also served from 2015 as a Director of Georgia Healthcare

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Group PLC (which delisted in 2020). Mr Gilauri is also Non-Executive Director and Chairman of Audit Committee of Consilium Acquisition Corp I, LTD (SPAC).

Education:

Mr Gilauri received his undergraduate degree in Business Studies, Economics and Finance from the University of Limerick, Ireland, in 1998. He was later awarded the Chevening Scholarship, granted by the British Council, to study at the Cass Business School of City University, London, where he obtained his MSc in Banking and International Finance. Mr Gilauri holds a Certificate in Winemaking from the University of California, Davis.

Reasons for appointment:

Irakli Gilauri brings significant insight of local and international strategic and commercial issues to the Board and has a distinguished career in corporate banking. Over the last decade, Mr Gilauri's leadership has been instrumental in creating major players in a number of Georgian industries, including banking, healthcare, utilities and energy, real estate, insurance and beverages. Mr Gilauri's local expertise and business experience, in working previously with both Georgia Healthcare Group PLC and BGEO Group PLC, alongside his strong understanding of the Georgian political, economic and cultural context, is invaluable to the Board.

David Morrison

Senior Independent Non-Executive Director

David Morrison was appointed as the Senior Independent Non-Executive Director of the Company on 24 February 2018. He also serves as the Chairman of the Company's Audit and Valuation Committee and as a member of the Renumeration Committee. He sits on the Supervisory Board of JSC Georgia Capital.

Skills and Experience:

Mr Morrison spent most of his career (28 years) at Sullivan & Cromwell LLP where he served as

Managing Partner of the firm's Continental European offices. His practice focused on advising public

companies in a transactional context, including capital raisings, IPOs, and mergers and acquisitions. The author of several publications on securities law-related topics, Mr Morrison was recognised as a leader of his profession in Germany and France. Since withdrawing from his law firm in 2008, Mr Morrison has focused on his roles as a non-executive director on corporate boards and his charitable work. Mr Morrison previously served as the Senior Independent Non-Executive Director of both BGEO Group PLC (from October 2011 until May 2018) and Georgia Healthcare Group PLC (from September 2015 until their delisting in August 2020) and served as Chairman of the Audit Committee (amongst other Committee roles) for both companies. In his charitable work, Mr Morrison has focused on conservation finance. In 2008 he became the Founding CEO of the Caucasus Nature Fund (CNF), a charitable trust dedicated to wilderness protection in Georgia, Armenia and Azerbaijan. He now acts

as Chair of CNF's supervisory board, and serves on the board of or as an advisor to three other

conservation trusts he helped to create. A principal focus of his role for all four of these charities is the investment of a portfolio of over US$ 500 million in endowment capital. Mr Morrison also served as

Georgia's first Environmental Ombudsman in 2019 and 2020.

Education:

Mr Morrison received his undergraduate degree from Yale College and his law degree from the University of California, Los Angeles. He was also a Fulbright scholar at the University of Frankfurt.

Reasons for appointment:

With his background as a corporate finance and securities lawyer advising dozens of clients, including a large number of publicly held companies, David Morrison brings to the Board vast experience in corporate governance and compliance as well as a strong understanding of legal and regulatory issues. His work since 2008 has given him extensive regional experience, which includes in-depth knowledge of ESG matters in Georgia. As an experienced chairman of audit committees of premium listed companies, Mr Morrison has significant direct experience of ensuring integrity in financial reporting and adequate risk management and internal control procedures. This has been enhanced by his primary responsibility as CEO or CFO of the four conservation trusts with which he is involved, where he was responsible for developing the accounting and controlling systems and being the principal management counterparty for the external auditors. With its significant focus on financial disclosure and reporting, his career has prepared him well for his Audit and Valuation Committee duties.

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