Bank of Georgia : Notice of AGM

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This document gives Notice of the Annual General Meeting of Bank of Georgia Group 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 Bank of Georgia Group 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.

Bank of Georgia Group PLC

Notice of the Annual General Meeting

To be held on 19 May 2023

1

Bank of Georgia Group PLC

42 Brook Street

London W1K 5DB

United Kingdom

Registered in England and Wales

No: 10917019

14 April 2023

LETTER FROM THE CHAIRMAN

Dear Shareholder,

I am pleased to be writing to you, on behalf of the Board of Directors (the Board), with details of the fifth Annual General Meeting (the AGM) of Bank of Georgia Group PLC (the Company). The AGM will be held at Baker & McKenzie LLP, 100 New Bridge Street, London EC4V 6JA on 19 May 2023 at 11.00 am (London time) and doors will open at 10.30 am.

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 20 of this document.

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 and voting at the AGM, and the Board encourages you to do.

Voting at the AGM

The Board encourages all shareholders to participate in the business of the AGM by exercising their vote and appointing the chairman of the meeting as their proxy or providing voting instructions in advance of the AGM. Instructions on this process are given on pages 17 to 19 of this Notice. Shareholders should submit their voting instructions as soon as possible and no later than 11.00 am (London time) on 17 May 2023. All valid proxy votes will be included in the poll to be taken at the AGM.

In order to vote by proxy, you can 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. The return of 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 wish.

To be valid, the Form of Proxy or online voting instruction must be received by Computershare no later than 11.00 am (London time) on 17 May 2023. CREST members may choose to use the CREST electronic proxy appointment service in accordance with the procedures set out in note 5 on page 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 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 11.00 am London time on 17 May 2023 (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

2

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 electronically or by submitting them to [e-mail] advance of the meeting. Responses will be provided directly or placed on Bank of Georgia Group's website (https://www.bankofgeorgiagroup.com/information/meetings) where practicable in advance of the proxy voting deadline.

Facilities will be made available for shareholders to join the AGM electronically for information purposes only. By joining electronically, you will not count in the quorum nor be entitled to vote electronically. Please note that only shareholders, proxy holders and corporate representatives participating in the meeting will be eligible to attend the meeting electronically and ask questions of the Directors.

If you wish to attend the meeting electronically you will need to visit the Shareholder Meetings section of our website (https://www.bankofgeorgiagroup.com/information/meetings) using your smartphone, tablet or computer and follow the link to the webcast. You will then be prompted to enter your unique shareholder reference number (SRN) and PIN, which will be displayed on your proxy card. This will authenticate you as a shareholder. Shareholders should also continue to monitor Bank of Georgia Group's website (https://www.bankofgeorgiagroup.com/information/meetings) and our announcements for any updates in relation to the joining details for the meeting.

Where shares are held in a Corporate Nominee account and the underlying shareholder wishes to attend the meeting virtually, the shareholder will be required to request a Corporate Letter of Representation in the usual manner. The Letter of Representation should be sent by email to [e-mail] advance of the meeting to obtain registration details.

Recommendation

The Board believes that all of 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,

Mel Carvill

Non-Executive Chairman, Bank of Georgia Group PLC

14 April 2023

3

NOTICE OF ANNUAL GENERAL MEETING

This year's AGM will be held at the offices of Baker & McKenzie LLP, 100 New Bridge Street, London EC4V 6JA on 19 May 2023 at 11.00 am (London time). You will be asked to consider, and if thought fit, pass the resolutions below. Resolutions 1 to 16 are proposed as ordinary resolutions and resolutions 17 to 19 are proposed as special resolutions. Resolutions 15 to 19 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 2022 (together the Annual Report).
2. Dividend
   To declare a final dividend as recommended by the Board of the Company for the financial year ended 31 December 2022 of GEL 5.80 per Ordinary Share payable on 14 July 2023 to those shareholders on the register at the close of business on 30 June 2023.
3. Directors' Remuneration Report
   To approve the Directors' Remuneration Report, as set out on pages 202-222 (excluding the summary of the Remuneration Policy on pages 217-222) of the Annual Report.
   Re-appointment of Directors
4. To re-appoint Mel Carvill, as a director of the Company.
5. To re-appoint Alasdair Breach, as a director of the Company.
6. To re-appoint Archil Gachechiladze, as a director of the Company.
7. To re-appoint Tamaz Georgadze, as a director of the Company.
8. To re-appoint Hanna Loikkanen, as a director of the Company.
9. To re-appoint Véronique McCarroll, as a director of the Company.
10. To re-appoint Mariam Megvinetukhutsesi, as a director of the Company.
11. To re-appoint Jonathan Muir, as a director of the Company.
12. To re-appoint Cecil Quillen, as a director of the Company.
13. Auditor Re-appointment
    To re-appoint Ernst & Young LLP as Auditor of the Company (the Auditor) until the end of the next general meeting at which accounts are laid before the Company.
14. Auditor Remuneration
    To authorise the Audit Committee to determine the remuneration of the Auditor.

4

15. 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 2024 (unless this authority has been renewed, revoked or varied by the Company in a general meeting), be authorised to:

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 which are defined in Part 14 of the Act shall bear the same meaning for the purposes of this resolution 15.

16. Authority to Allot Shares

THAT, in substitution for 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 £157,046.07 (representing 15,704,607 Ordinary Shares, which represents approximately one-third of the Company's issued ordinary share capital excluding treasury shares as at 23 March 2023 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 £157,046.07 (representing 15,704,607 Ordinary Shares, which represents approximately one-third of the Company's issued ordinary share capital excluding treasury shares as at 23 March 2023 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,

5