Tbilisi (GBC) - On 14 March 2024, Bank of Georgia Group PLC (the "Company") announced that its shareholders had approved, by the passing of an ordinary resolution, the Company's proposed acquisition of Ameriabank CJSC. The Company noted that regulatory approval from the National Bank of Georgia had also been received, and the Company intended to proceed to completion under the Acquisition Agreement upon the receipt of regulatory approvals in Armenia.

The Board and Management of the Company is pleased to announce that, having received unconditional approval from the Armenian Competition Protection Commission and the Central Bank of Armenia, the parties will now move swiftly to completion under the Acquisition Agreement. Note that, as disclosed in the class 1 circular published by the Company on 19 February 2024, European Bank for Reconstruction and Development have retained 11,713 shares in Ameriabank, equal to 10% of Ameriabank's total issued share capital, with such shares being the subject of a put and call option, a summary of the terms of which is set out in Part III (Principal Terms and Conditions of the Acquisition Agreement and the Shareholders' (Put and Call Option) Agreement) of the class 1 circular.

The consideration in respect of the Initial Acquisition will be satisfied in cash, with 92.4% (USD 252,471,424, plus interest) of the price for the shares the subject of the Initial Acquisition payable at Completion and 7.6% (USD 20,758,631, plus interest) payable on the date falling 6 months from the date of Completion, with the deferred portion of the consideration being subject to deductions for any warranty claim brought by the Company and JSC BOG in connection with a breach of certain warranties contained in the Acquisition Agreement

the Sellers have agreed to sell and the Company and JSC BOG have agreed to purchase 105,419 shares in Ameriabank equal to 90% of Ameriabank’s total issued share capital, with the Company acquiring 60% of Ameriabank’s total issued share capital (70,279 shares) and JSC BOG acquiring 30% of Ameriabank’s total issued share capital (35,140 shares), on the terms set out in the Acquisition Agreement (the “Initial Acquisition”);

The impact of the Acquisition on the capital ratios of the Group’s current largest banking operation, JSC BOG, has been estimated as 1.0-1.1%. JSC BOG’s capital ratios are expected to remain comfortably above the minimum regulatory requirements of the National Bank of Georgia following the Acquisition.

the Sellers have agreed to sell and the Company and JSC BOG have agreed to purchase 105,419 shares in Ameriabank equal to 90% of Ameriabank’s total issued share capital, with the Company acquiring 60% of Ameriabank’s total issued share capital (70,279 shares) and JSC

Armenia.

The Board and Management of the Company is pleased to announce that, having received unconditional approval from the Armenian Competition Protection Commission and the Central Bank of Armenia, the parties will now move swiftly to completion under the Acquisition Agreement. Note that, as disclosed in the class 1 circular published by the Company on 19 February 2024, European Bank for Reconstruction and Development have retained 11,713 shares in Ameriabank, equal to 10% of Ameriabank's total issued share capital, with such shares being the subject of a put and call option, a summary of the terms of which is set out in Part III (Principal Terms and Conditions of the Acquisition Agreement and the Shareholders' (Put and Call Option) Agreement) of the class 1 circular.

The consideration in respect of the Initial Acquisition will be satisfied in cash, with 92.4% (USD 252,471,424, plus interest) of the price for the shares the subject of the Initial Acquisition payable at Completion and 7.6% (USD 20,758,631, plus interest) payable on the date falling 6 months from the date of Completion, with the deferred portion of the consideration being subject to deductions for any warranty claim brought by the Company and JSC BOG in connection with a breach of certain warranties contained in the Acquisition Agreement

the Sellers have agreed to sell and the Company and JSC BOG have agreed to purchase 105,419 shares in Ameriabank equal to 90% of Ameriabank’s total issued share capital, with the Company acquiring 60% of Ameriabank’s total issued share capital (70,279 shares) and JSC BOG acquiring 30% of Ameriabank’s total issued share capital (35,140 shares), on the terms set out in the Acquisition Agreement (the “Initial Acquisition”);

The impact of the Acquisition on the capital ratios of the Group’s current largest banking operation, JSC BOG, has been estimated as 1.0-1.1%. JSC BOG’s capital ratios are expected to remain comfortably above the minimum regulatory requirements of the National Bank of Georgia following the Acquisition.

the Sellers have agreed to sell and the Company and JSC BOG have agreed to purchase 105,419 shares in Ameriabank equal to 90% of Ameriabank’s total issued share capital, with the Company acquiring 60% of Ameriabank’s total issued share capital (70,279 shares) and JSC BOG acquiring 30% of Ameriabank’s total issued share capital (35,140 shares), on the terms set out in the Acquisition Agreement (the “Initial Acquisition”).