LION FINANCE GROUP PLC Annual Report 2024
Lion Finance
Group
delivering technological excellence
and customer-centric banking in
high-growth markets
Annual Report 2024
GEORGIA ARMENIA

About us
Lion Finance Group PLC (formerly
Bank of Georgia Group PLC) is a
FTSE 250 holding company, whose
main operating subsidiaries
deliver banking and financial
services in the rapidly growing
markets of Georgia and Armenia
through two customer-centric
universal banks – Bank of Georgia
in Georgia and Ameriabank
in Armenia. Building on our
competitive strengths, we drive
business growth and maintain high
profitability. We generate strong
returns, create opportunities for
our stakeholders, and make a
positive impact in the communities
where we operate.
2024

1
Annual Report 2024 Lion Finance Group PLC
Strategic Report
Governance Financial Statements Additional Information
Contents
Strategic Report
2-110
Governance
111-186
Financial
Statements
187-308
Additional
Information
309-320
Overview
Strategy and Performance
Sustainability Report
Risk Management
Going Concern and Viability Statements
Overview of Financial Results
Scaling our business model to deliver
long-term value 2
Financial highlights 2024 3
2024 milestones 3
Macroeconomic overview of
our core markets 4
Chairman’s Statement 7
Chief Executive Officer’s Statement 9
Our strategy framework 11
Our business model 12
Ameriabank acquisition
and integration update 13
Key performance indicators 14
Georgian Financial Services 17
Armenian Financial Services 26
Other Businesses 29
Section 172(1) statement 30
Creating sustainable opportunities 38
Governance and integrity 40
Financial inclusion 52
Sustainable finance 55
Climate-related disclosures 60
Empowering our employees 81
Empowering communities 88
Non-financial and sustainability information
statement 90
Our approach to risk 92
Principal risks and uncertainties 95
Going concern statement 105
Viability statement 105
Overview of financial results 106
Governance at a Glance 111
Board diversity, independence and tenure 112
Directors’ Governance Statement 113
Board of Directors 120
Group Management Team 124
Nomination Committee Report 126
Audit Committee Report 135
Risk Committee Report 145
Directors’ Remuneration Report 150
Statement of Directors’ responsibilities 182
Directors’ Report 183
Independent Auditor’s Report 187
Consolidated Statement of Financial Position 195
Consolidated Income Statement 196
Consolidated Statement of Comprehensive Income 197
Consolidated Statement of Changes in Equity 198
Consolidated Statement of Cash Flows 199
Separate Statement of Financial Position 200
Separate Statement of Changes in Equity 201
Separate Statement of Cash Flows 202
Notes to Consolidated Financial Statements 203
GRI Context Index 309
References 315
Glossary 316
Shareholder information 319

2
Annual Report 2024 Lion Finance Group PLC
Strategic Report
Overview: Scaling our business model to deliver long-term value
We have focused on and invested heavily in building a strong customer franchise in Georgia. By strategically developing a customer-
centric universal bank, underpinned by operational, technological and digital excellence and prudent risk management, we have
established ourselves as a market leader and top-of-mind banking brand, delivering robust growth in our operating and financial
performance. Going forward, as we further invest in and develop our customer franchise and market dominance, we are confident
that we can sustain and drive future momentum, revenue dynamics and efficiency profile. Furthermore, our success has provided
the foundation to scale our strategy beyond Georgia. In 2024, the acquisition of Ameriabank was a key milestone in this expansion,
enhancing the Group’s scale and positioning us to drive long-term value across a portfolio of leading banks. By leveraging our expertise
and proven business model, we continue to build a resilient, high-performing banking Group poised for sustainable growth.
Dec-20 Dec-21 Dec-22 Dec-23 Dec-24
2.4
1.8
1.6
1.4
1.3
Dec-20 Dec-21 Dec-22 Dec-23 Dec-24
1.8
1.4
1.1
0.9
0.7
Dec-20 Dec-21 Dec-22 Dec-23 Dec-24
33.6
20.2
16.9
16.2
14.2
Monthly active customers (MAC) retail
1
Millions
Digital monthly active users (MAU) (retail)
1
Millions
Loan portfolio
GEL billions
Dec-20 Dec-21 Dec-22 Dec-23 Dec-24
33.2
20.5
18.3
14.014.0
Dec-20 Dec-21 Dec-22 Dec-23 Dec-24
1,813
1,375
1,132
727
295
2020 2021 2022 2023 2024
13.0%
25.8%
32.4%
29.9%
30.0%
Deposit portfolio
GEL billions
Profit (adjusted)
2
GEL millions
Return on average equity (ROAE) (adjusted)
2
1
December 2024 figures represent the combined results for JSC Bank of Georgia and Ameriabank CJSC. Prior to 2024, figures reflected only JSC Bank of Georgia standalone figures.
2
The 2024 figure excludes a one-off GEL 672.2 million item, covering a bargain purchase gain and acquisition-related costs in Armenian Financial Services. Reported profit was
GEL 2,485.2 million, with a ROAE of 41.2%. The 2023 figure excludes a one-off GEL 22.6 million from a legacy claim settlement. Reported profit was GEL 1,397.3 million, with a
ROAE of 30.4%. The 2022 figure excludes a one-off GEL 391.1 million from a legacy claim settlement and a GEL 79.3 million tax expense due to a corporate tax model change for
financial institutions in Georgia. Reported profit was GEL 1,444.0 million, with a ROAE of 41.4%.
3
An estimate based on a final dividend of GEL 5.62 per share that the Board intends to recommend at the 2025 AGM.
2021 2022 2023 2024
Total dividend paid for the year
Share buyback
PAYOUT RATIO
73
188
162
181
184
347
360
401
3
257
535
522
582
35%
37% 37%
31%
3
CAGR: +33.2%
2021 2022 2023 2024
9.00
8.00
7.65
3.81
Capital distribution over the years
GEL millions
Dividend per share
GEL
History of capital returns to shareholders
Share buyback and cancellation programme
9.5%
Since the beginning of the first
share buyback and cancellation
programme, the Company has
cancelled 4,671,281 shares,
representing 9.5% of ordinary
shares before the start
of the programme.

3
Annual Report 2024 Lion Finance Group PLC
Strategic Report
Governance Financial Statements Additional Information
1
The 2024 figure excludes a one-off GEL 672.2 million item, covering a bargain purchase gain and acquisition-related costs in Armenian Financial Services.
Reported profit was GEL 2,485.2 million, with a ROAE of 41.2%.
2
In 2024, cost of credit risk ratio was adjusted to exclude the effect of Ameriabank’s consolidation at the end of March on average balances.
2024 was another year of strong performance and meaningful
progress for the Group, with the Ameriabank acquisition being
the key milestone.
Customer franchise growth
Both Bank of Georgia and Ameriabank continued strong
customer franchise growth with a focus on digital innovation
for retail customers.
1,594K
+17.5% y-o-y
Bank of Georgia, digital MAU
(retail)
232K
+54.4% y-o-y
Ameriabank, digital MAU
(retail)
Strong profitability
The Group has maintained strong profitability levels, with a
ROAE well above the 20%+ target.
GEL 1,813M
+31.9% y-o-y
Profit (adjusted)
1
30.0%
+0.1 ppts y-o-y
ROAE (adjusted)
1
Healthy asset quality
The Group has maintained healthy asset quality through
rigorous risk management and prudent lending practices.
0.5%
-0.2 ppts y-o-y
Cost of credit risk ratio
2
2.0%
-0.3 ppts y-o-y
NPLs to gross loans
Robust balance sheet growth
The Group posted strong y-o-y growth in loans and deposits,
partly driven by the acquisition of Ameriabank, coupled with
robust growth in standalone Georgian and Armenian banks.
GEL 33.6B
+65.9% y-o-y
Net loans
GEL 33.2B
+61.8% y-o-y
Client deposits
Attractive capital distribution
Demonstrating our commitment to shareholders with annual
dividend payouts and share buyback and cancellation (read
about our track record of capital distribution on page 2).
GEL 9.0
+ 12.5 % y-o-y
Dividend per share
GEL 181M
+ 11.8 % y-o-y
Share buyback and cancellation
March
October
April
Entry into Armenia
The Group acquired Ameriabank, the leading and top-of-
mind bank in Armenia, #1 in loans and #2 in deposits. This
acquisition added GEL 230.2 million to the Group’s profit
in 2024 following three quarters of consolidation. Its
standalone FY24 profit was GEL 416.1 million. Read more
on the integration of Ameriabank on page 13.
Capital management
In April 2024, Bank of Georgia successfully placed a US$
300 million offering of 9.5% perpetual Additional Tier
1 (AT1) notes. Further, in June 2024, Bank of Georgia
redeemed all of the aggregate principal amount of
the outstanding US$ 100 million AT1 notes, further
highlighting its strong capital position and high levels of
internal capitalgeneration.
Global recognition of Bank of Georgia’s digital excellence
Bank of Georgia was named the World’s Best Digital Bank 2024 by Global Finance, an achievement that reflects our
commitment to delivering innovative, inclusive and customer-centric digital banking solutions.
Financial highlights 2024
2024 milestones

4
Annual Report 2024 Lion Finance Group PLC
Strategic Report
Overview Strategy and Performance Sustainability Report Risk Management Going Concern and Viability Statements Overview of Financial Results
Lion Finance Group PLC’s performance is inherently linked to the macroeconomic conditions in its core markets of Georgia and
Armenia. This section examines the key economic trends and factors that are likely to shape the operating environment for the Group.
A business-friendly environment
Georgia and Armenia have consistently pursued reforms and
policies aimed at improving the business climate, maintaining
low tax regimes and light regulatory burden to promote
entrepreneurship. The two countries are open to foreign
investments, crucial for capitalising growth opportunities.
Both countries also operate several free economic zones offering
favourable tax treatment to investors. Georgia has duty-free
access to the EU, China, Turkey, the European Free Trade
Association (EFTA), the UK, Ukraine and the Commonwealth of
Independent States (CIS). Tax incentives are offered to IT and
Tech startups for promoting innovation, while retained net income
is not taxable until it is distributed – in accordance with the
Georgian corporate income tax code. Notably, this reinvestment
tax incentive does not extend to the financial sector.
Georgia Armenia
Corruption Perception
Index, 2024
by Transparency
International
#53
out of 180 countries
#63
Business Bribery Risk,
2024
by TRACE Association
#44
out of 194 countries
#53
Index of Economic
Freedom, 2024
by Heritage Foundation
#32
out of 176 countries
#47
Sovereign
credit rating
by Fitch
BB
(outlook negative)
Issued in Dec-24
BB-
(outlook stable)
Issued in Jan-25
Strong growth momentum
The Georgian and Armenian economies have demonstrated
resilience to turbulent global economic conditions, sustaining
strong growth momentum. This has been underpinned by
diversified sectoral compositions, prudent macroeconomic
management and boosts in productivity due to an influx of
capital and high-skilled labour since the onset of the Russia-
Ukraine war.
According to the latest International Monetary Fund (IMF)
projections, the Georgian and Armenian economies are
expected to sustain one of the highest growth rates in the
region and thus converge with regional peers with higher
income levels. The convergence process is supported by ongoing
improvements in public infrastructure and institutional reforms.
While downside risks remain elevated due to persistent
geopolitical instability and domestic political tensions, the
two countries maintain ample policy buffers to withstand
possible shocks.
Georgia Armenia Wider region
Size of the economy
(Estimated nominal GDP in
2024)
US$ 34B US$ 26B US$ 7,063B
Income per capita
(Estimated nominal GDP per
capita in 2024)
US$ 9,124 US$ 8,665 US$ 14,339
Track record of growth
(Average real GDP growth
during 2014-2023)
5.1% 4.7% 2.5%
Current growth
performance
(Estimated real GDP growth
in 2024)
9.4% 5.9% 3.0%
Expected growth over
the next five years
(Projected average real GDP
growth during 2025-2029)
5.2% 4.6% 2.6%
Source: IMF, Geostat, Armstat
Note: Wider region includes Central and Eastern Europe,
South Caucasus and Central Asia.
Resilient and diversified external sector inflows
As Georgia and Armenia are small, open economies, their external sector inflows have been a major driver of economic growth and
the strength of local currencies. Both countries maintain a diversified mix of exports – while tourism has been a traditional source
of export revenue, new service industries have emerged in recent years including ICT, transport and logistics and education. These
sectors not only provide diversification benefits to hard currency inflows but also technological and knowledge spillovers on the
broader economy. Money transfers are an additional resilient source of foreign currency inflows. In 2024, the strength of external
sector inflows in Armenia translated into Armenian Dram appreciation of 2.0% versus the US Dollar – making it one of the best-
performing currencies in the wider region. External sector inflows were also strong in Georgia during 2024 – however, local political
tension contributed to Georgian Lari depreciation of 4.4% versus the US Dollar.
Other services
Travel services
Other goods
Hard commodities
Total export
Other services
Travel services
Other goods
Hard commodities
Total export
2019 20242023202220212020 2019 20242023202220212020
72.2%
59.1%
50.4%
34.4%
29.1%
37.5%
48.3%
42.7%
45.2%
36.0%
30.7%
47.6%
Total charts (dot style)
sitting on top of stacked
column chart
Georgia
Composition of exports as % of gross domestic product (GDP) Selected currency movements against the US Dollar in 2024
Source: Geostat, NBG, Armstat, CBA Source: Respective central banks
Armenia
AMD BYN AZN GBP GEL UZS EUR UAH RUB KZT TRY
-19.8%
-15.2%
-13.4%
-10.7%
-6.4%
-4.7%
-4.4%
-1.7%
0.0%
0.9%
2.0%
Macroeconomic overview of our core markets

5
Annual Report 2024 Lion Finance Group PLC
Strategic Report
Governance Financial Statements Additional Information
Prudent monetary policies and low inflation rates
Georgia and Armenia have a proven track record of prudent monetary policies, with both the National Bank of Georgia (NBG) and
the Central Bank of Armenia (CBA) adhering to inflation targeting regimes with flexible exchange rates. The NBG and the CBA were
among the most successful central banks in inflation management amid a series of sizable external shocks faced in recent years
– and, in 2024, average headline inflation remained below central bank targets in both countries, with a notable contribution from
their relatively stable local currencies.
Accordingly, the NBG and the CBA continued to ease monetary policies during 2024. As at the end of 2024, the NBG policy rate was
down by 3 ppts, while the CBA policy rate was down by 3.75 ppts compared to the peak levels observed in mid-2023.
-3%
-2%
-1%
0%
1%
2%
3%
4%
5%
6%
7%
8%
9%
10%
11%
12%
13%
14%
Monetary policy rate
Consumer Price Index inflation, y-o-y
Inflation target
7.0%
1.5%
4.0%
Feb-14
Jul-14
Dec-14
May-15
Oct-15
Mar-16
Aug-16
Jan-17
Jun-17
Nov-17
Apr-18
Sep-18
Feb-19
Jul-19
Dec-19
May-20
Oct-20
Mar-21
Aug-21
Jan-22
Jun-22
Nov-22
Apr-23
Sep-23
Feb-24
Jul-24
Dec-24
Georgia
Armenia
Source: NBG, Geostat Source: CBA, Armstat
-3%
-2%
-1%
0%
1%
2%
3%
4%
5%
6%
7%
8%
9%
10%
11%
12%
13%
14%
Feb-14
Jul-14
Dec-14
May-15
Oct-15
Mar-16
Aug-16
Jan-17
Jun-17
Nov-17
Apr-18
Sep-18
Feb-19
Jul-19
Dec-19
May-20
Oct-20
Mar-21
Aug-21
Jan-22
Jun-22
Nov-22
Apr-23
Sep-23
Feb-24
Jul-24
Dec-24
Monetary policy rate
Consumer Price Index inflation, y-o-y
Inflation target
8.0%
1.9%
3.0%
Solid international reserves and comfortable levels of government debt
Georgia and Armenia maintain solid levels of international reserves, which can be used to avoid episodes of excess exchange
rate volatility.
As at the end of 2024, gross international reserves fell by 11.1% y-o-y in Georgia due to sizable interventions by the NBG amid
exchange-rate pressures caused by elevated political risks. The ongoing fiscal consolidation also negatively affected the level of
reserves. In Armenia, gross international reserves tended to increase in 2024, leading to a 1.8% growth y-o-y.
The two countries have also demonstrated strong fiscal discipline by tightly managing budget deficits and public debt levels.
Moreover, both countries tend to increase the domestic portion of total government debt, thereby reducing exposure to exchange
rate risk.
Georgia Armenia
Source: NBG, Ministry of Finance of Georgia, Geostat Source: CBA, Ministry of Finance of Armenia, Armstat
2024E
Gross reserves, US$ billions
Government debt to GDP
2014 2015 2016 2017 2018 2019 2020 2021 2022 2023
3.73.64.13.22.62.82.32.32.21.8
1.5
39%
44%
52%
54%
51%
50%
63%
60%
47%
48% 48%
Gross reserves, US$ billions
Government debt to GDP
2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024E
4.45.04.94.33.93.53.33.02.8
2.5
2.7
30%
36%
39%
39%
38%
40%
60%
49%
39% 39%
36%

6
Annual Report 2024 Lion Finance Group PLC
Strategic Report
Overview Strategy and Performance Sustainability Report Risk Management Going Concern and Viability Statements Overview of Financial Results
Robust banking sector performance and declining financial dollarisation
In Georgia and Armenia, bank lending growth remained robust in 2024, supported by increasing incomes and declining local
currency interest rates. In both countries, bank credit growth was driven by local currency lending due to de-dollarisation efforts
by the regulators.
In Georgia, the NBG increased the minimum limit on the amount of unhedged foreign-currency loans from GEL 300,000 to GEL
500,000 throughout the year. In Armenia, the CBA continued to phase-out new foreign-currency mortgages and consumer loans.
The de-dollarisation policies adopted by the two central banks reduce the exposure of bank credit portfolios to exchange-rate risk.
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
Georgia
Armenia
2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024E
67.8%
63.3%
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
Georgia
Armenia
2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
43.3%
32.7%
Bank loans to GDP Bank loan dollarisation
Source: NBG, CBA Source: NBG, CBA
Superior bank asset quality and high capitalisation
In 2024, banking sectors in Georgia and Armenia remained well-capitalised, highly liquid and profitable. Due to prudent regulations
and risk management practices, the share of nonperforming loans (NPLs) in total gross loans remained at low levels in both countries.
Overall, the banking sectors in Georgia and Armenia are in good shape to continue their healthy expansion.
4.8%
4.7%
4.4%
4.1%
3.5%
3.5%
3.2%
3.1%
3.0%
2.9%
2.9%
2.2%
2.2%
2.0%
1.6%
1.5%
1.2%
1.1%
Moldova
Montenegro
Albania
Uzbekistan
Belarus
Bulgaria
Bosnia and Herz.
Croatia
Kazakhstan
N. Macedonia
Hungary
Azerbaijan
Poland
Kosovo
Türkiye
Georgia
Czech Rep.
Armenia
15.6%
17.0%
17.6%
18.2%
19.0%
19.5%
19.8%
20.2%
20.2%
20.4%
20.5%
20.6%
20.7%
21.4%
23.0%
23.4%
23.5%
26.9%
Kosovo
Uzbekistan
Azerbaijan
Türkiye
N. Macedonia
Bosnia and Herz.
Montenegro
Poland
Albania
Armenia
Czech Rep.
Hungary
Belarus
Kazakhstan
Croatia
Bulgaria
Georgia
Moldova
NPLs to total gross loans
End of Sep-24 or latest available
Regulatory capital to risk-weighted assets
End of Sep-24 or latest available
Source: IMF Source: IMF
Macro outlook for Georgia and Armenia
We expect robust economic growth in Georgia and Armenia
to be sustained in 2025, driven by strong consumer spending.
Georgia will also benefit from resilient external demand,
while Armenia will see support from public investment.
Political tensions and regional instability pose risks, but sound
macroeconomic management will help mitigate them.
We expect the exchange rates of the GEL and the AMD
against the US Dollar to remain broadly stable over the
medium term, supported by resilient external sector inflows
and prudent macroeconomic policies. However, this does
not preclude episodes of short-term volatility in response to
shifts in sentiment.
We expect that inflation will pick up from the low base in
Georgia and Armenia. However, the headline figures will
remain close to the NBG and the CBA targets – thanks to
prudent monetary policies and stable exchange rates.
We do not rule out additional interest rate reductions in
Georgia and Armenia throughout 2025. However, we believe
the NBG and the CBA will be more reserved as refinancing
rates near their neutral levels.

7
Annual Report 2024 Lion Finance Group PLC
Strategic Report
Governance Financial Statements Additional Information
This is our first Annual Report as Lion Finance Group – a holding
company strategically developing leading, customer-centric,
technologically advanced universal banks in Georgia and
Armenia, characterised by strong growth and high profitability.
The story of our Group as a London-listed company began in
Georgia almost two decades ago, and the remarkable success
of the Georgian business served as the backbone for the whole
Group – giving us confidence that Management was ready to
take its know-how and capture growth opportunities beyond
Georgia. The 2024 acquisition of Ameriabank marked a historic
milestone, adding another core market that accounted for
26% of total assets at year-end. The momentum we see in
Armenia – and knowing that more will be accomplished and
created over time – gives the Board optimism about the growth
opportunities in this market. The new name reflects the new
shape of the Group, while the lion logo, a symbol of the country
where we started, acknowledges continuity and heritage.
2024 was a transition period during which the Board received
periodic updates on the integration of Ameriabank. In
September the Board visited Yerevan, Armenia’s capital, and
spent a few days with Ameriabank’s management – engaging
in extensive discussions on the new Group governance
framework and getting a feel of the local culture and business.
We also spent time with a range of other stakeholders. Our
banking businesses in Georgia and Armenia are our principal
operating subsidiaries but have their own unique brands
and identities catering to local communities. They are run
independently and overseen by local Supervisory Boards. The
composition of Ameriabank’s supervisory body was discussed
at the Board, and we were pleased to have our Group CEO,
Group CFO and one of our Non-executive Directors appointed
on the Supervisory Board. Ultimately, local management
and Supervisory Boards are accountable to our Board. The
Group CEO, assisted by a few executives with Group-wide
responsibilities, is accountable to the whole Board. You can read
more about our governance framework – which we will continue
to refine during 2025 to ensure the Board continues to have
robust oversight of matters across the whole Group – on
page 13.
Navigating the external environment
We operate in a complex, ever-evolving landscape – and
geopolitical and political risks are always at the top of
the Board’s agenda. During 2024 we focused on assessing
different risk scenarios, their potential impacts, and the
Group’s readiness and action plans in light of political tensions
in Georgia and elsewhere. We are confident in the Group’s
resilience and in our management’s ability to navigate
uncertainty in the best interests of our customers, employees,
the wider community and investors.
Politics aside, the Board closely monitors the rapid technological
changes we are witnessing worldwide. One of the strategic
opportunities the Board focuses on is the fast pace of
deployment of artificial intelligence (AI). The Group has a
track record of innovation and technological excellence in
banking, and Bank of Georgia is the digital leader in its market
– recognised as the World’s Best Digital Bank 2024 by Global
Finance. Our digital channels and products can compete with
top global fintech companies. Over the years the Group has
built a strong AI competence and uses AI models extensively in
diverse areas including credit assessment, customer acquisition
and engagement, personalised financial and lifestyle offerings
and operations. We are particularly proud to be the only
financial institution in Georgia to have an in-house developed
large-scale Georgian language AI chatbot and a Georgian
speech-to-text model, demonstrating our commitment to
innovative, locally-relevant solutions. Looking ahead, the Board
is committed to strategically exploring the transformative
potential of Generative AI technologies across the organisation.
Sharing success and positive outcomes
I can talk a lot about the strong financial results: a record
adjusted profit of GEL 1.8 billion, an adjusted ROAE of 30.0%
1
,
strong growth in Georgia and even stronger growth in Armenia.
But considering those figures in isolation does not capture
the full impact the Group delivers in the communities where
we operate. We spend a lot of time reviewing strategic and
environmental, social and governance (ESG) metrics to see the
impact and outcomes we deliver across different stakeholder
groups. During 2024 we were pleased to see record-high
customer Net Promoter Scores (NPS) for Bank of Georgia,
strong growth in the number of young people building financial
skills for a better future using our apps and cashless payments
for daily banking, the expansion of the green loan portfolio, and
stable employee satisfaction levels. These are just a few of the
measures we monitor – and we will increase this focus to the
Armenian business moving forward.
Moving forward with a new name,
shape and ambitions.
Mel Carvill
Board Chairman
Chairman’s Statement
1
The 2024 figure excludes a one-off GEL 672.2 million item, covering a bargain purchase gain and acquisition-related costs in Armenian Financial Services. Reported profit was
GEL 2,485.2 million, with a ROAE of 41.2%.

8
Annual Report 2024 Lion Finance Group PLC
Strategic Report
Overview Strategy and Performance Sustainability Report Risk Management Going Concern and Viability Statements Overview of Financial Results
From the perspective of the Board, sustainability is about doing
what is right for the long-term success of the business and
community. That usually means amplifying positive outcomes
for our customers, employees, communities and investors, while
effectively mitigating negative ones. As leading contributors
in the economies of Georgia and Armenia, we recognise the
huge roles our banking businesses have in driving growth and
contributing to sustainable development. 2024 was another
year of strong progress against our ESG strategy, which you
can read more about in the Sustainability Report starting on
page 38.
Creating value for our shareholders
Our strategy has consistently delivered value for our
shareholders. In 2024 our book value per share increased by
42% – driven by the acquisition of Ameriabank, strong earnings
growth and a reduction in share count following our buyback
and cancellation programme.
For 2024 we announced a capital return of around GEL 582
million to shareholders, including an interim dividend of GEL
146 million and the estimated final dividend of around GEL 254
million that the Board intends to recommend at the 2025 AGM.
Together with the buyback, our capital return is within our
policy at a 31% payout.
With a robust capital distribution to shareholders and strong
share price performance, we achieved a total shareholder
return (TSR) of 25.6% in 2024.
Maintaining our strong culture
No success is sustainable without a strong foundation – and,
for our Group, that foundation is culture. We know that to
operate customer-centric, technologically advanced, market-
leading banks with motivated and engaged employees willing
to deliver the best possible outcomes, we need one of trust,
transparency, teamwork, feedback and accountability – the
kind of culture that does not reward nearsightedness, unethical
practices, silo mentality or putting the blame on others. The
Board spends significant time on understanding culture –
talking to management, receiving reports on employee survey
findings and engaging directly with employees during Employee
Voice meetings. We believe that, overall, we have the right
culture in place and that management is swift in addressing
practices that may be misaligned with the culture we want to
see. This is a never-ending process. Culture is being built every
day by each employee. We will keep our focus on this topic.
Evolving the Board
We continue to evolve the Board to ensure we provide robust
oversight along with expert advice and support. In 2024 we
were delighted to welcome Mr Andrew McIntyre and Ms Maria
Gordon to the Board. Both have extensive experience in
financial services and a strong track record as PLC non-
executive directors, and their appointments have further
strengthened our collective capability. Further, in 2025 we also
welcomed Karine Hirn to the Board, who brings a wealth of
international investment and sustainability experience.
The Group has delivered another year of strong performance,
and we look to the future with confidence, backed by a resilient
business and a relevant strategy in our core markets. With a
strong foundation we are well positioned to pursue growth
and high profitability in Georgia and Armenia, while creating
opportunities for our stakeholders and delivering shared
success. I would like to thank my fellow Board members,
management across our businesses and all employees who
make the delivery of opportunities possible every day.
Mel Carvill
Board Chairman
14 April 2025
Chairman’s Statement continued

9
Annual Report 2024 Lion Finance Group PLC
Strategic Report
Governance Financial Statements Additional Information
The acquisition of Ameriabank, Armenia’s leading bank, was a
key milestone that broadened our footprint beyond Georgia. To
reflect this evolution, we changed the name of the Company
from Bank of Georgia Group PLC to Lion Finance Group PLC,
a move that illustrates our vision for the future – one built on
international presence, sustainable growth, and long-term
value creation.
Building on a strong foundation
Our story begins in Georgia, where we built a foundation of
extraordinary growth. Following the 2018 demerger, which
resulted in Lion Finance Group PLC continuing as a separately
listed banking business, we delivered nearly fivefold increase in
earnings – from $149 million to $735 million in 2024.
1
At the same time, our digital transformation at Bank of
Georgia has been remarkable, with retail digital monthly active
users surging from 355 thousand in 2018 to 1.6 million in 2024.
The share of active users engaging digitally is up from 30% in
2018 to 80% by year-end 2024, reflecting the deep integration
of digital banking into our customers’ daily lives. Hence, we
have solidified our position as Georgia’s most trusted, top-
of-mind universal bank
2
, leading the market in retail deposits,
payments, and customer satisfaction. This growth reflects
the strength of our strategy, built on a solid retail deposit
franchise, rooted in customer-centricity, supported by advanced
technology, and backed by prudent risk management. We
offer a seamless digital journey, while big data and AI-driven
insights optimise risk management and personalisation behind
the scenes – all supported by a robust core IT infrastructure.
In fact, we are placing significant focus on AI, which is already
delivering tangible business value – from smarter cross-selling
to enhanced risk management and operational efficiency.
Looking ahead, we will be scaling Generative AI adoption
across the organisation. We were pleased to see our efforts
recognised globally when Bank of Georgia was named the
World’s Best Digital Bank by Global Finance 2024. I would like
to congratulate the teams whose dedication, creativity, and
teamwork enable us to create world-class products.
Expanding beyond Georgia
This foundation has prepared us for the next stage of our
journey: taking our winning model beyond Georgia, starting
with Armenia. Ameriabank, Armenia’s leading banking brand,
shares our deep commitment to customer-centricity. As a
dominant player in premium retail and corporate banking,
Ameriabank has potential to scale in mass retail – offering
significant opportunities for growth.
The progress so far has been outstanding, with retail digital
monthly active users growing 54.4% y-o-y. The share of active
retail customers engaging through our digital channels rose
from 51% to 65% in a year. This momentum has reinforced
Ameriabank’s leadership in Armenia, ranking first in loan
market share and second in deposits. Financial performance
has been equally impressive, with 31.6% loan book growth and
a 22.3% increase in customer deposits year-on-year in constant
currency, both on a standalone basis. Ameriabank delivered
a standalone profit of $153 million in 2024 – and this is just
the beginning. With further room for digital adoption and the
rollout of mass retail offerings, we are well-positioned to unlock
Ameriabank’s full potential.
The performance at Ameriabank is underpinned by Armenia’s
economy, which continues to show growth momentum. Recent
developments – like the €270 million EU Resilience and Growth
Plan, the start of EU-Armenia visa liberalisation talks, and a
strategic cooperation agreement with the US – are boosting its
economic outlook.
Delivering record financial results
As a result of our strategy, 2024 was another record year for
the Group. We delivered an adjusted profit of GEL 1,813 million,
up 31.9% year-on-year, with an adjusted ROAE of 30.0%. This
continues our trend of exceptionally strong profitability, with
both adjusted and reported ROAEs demonstrating very robust
performance (see chart below).
Return of average equity
25.8
41.4%
30.4%
41.2%
25.8%
32.4%
29.9%
30.0%
2021 2022 2023 2024
ROAE unadjusted
ROAE adjusted
3
2024 was a defining year for our Group – one that
reshaped our trajectory and positioned us to operate
two leading, top-of-mind banks in high-growth and
attractive markets.
Archil Gachechiladze
Chief Executive Officer
Chief Executive Officer’s Statement
1
This figure is derived from the Group’s full-year profit, substituting Armenian Financial Services’ profit recognised since Ameriabank’s consolidation with Ameriabank’s full-year
standalone profit to provide a better view of the Group’s run-rate.
2
JSC Bank of Georgia is the most-trusted and the top-of-mind bank in Georgia based on an external study conducted by IPM Georgia.
3
The 2024 figure excludes a one-off GEL 672.2 million item, covering a bargain purchase gain and acquisition-related costs in Armenian Financial Services. Reported profit was
GEL 2,485.2 million, with a ROAE of 41.2%. The 2023 figure excludes a one-off GEL 22.6 million from a legacy claim settlement. Reported profit was GEL 1,397.3 million, with a
ROAE of 30.4%. The 2022 figure excludes a one-off GEL 391.1 million from a legacy claim settlement and a GEL 79.3 million tax expense due to a corporate tax model change for
financial institutions in Georgia. Reported profit was GEL 1,444.0 million, with a ROAE of 41.4%.

10
Annual Report 2024 Lion Finance Group PLC
Strategic Report
Overview Strategy and Performance Sustainability Report Risk Management Going Concern and Viability Statements Overview of Financial Results
A key priority for the Group is creating value for our
shareholders, and these results have enabled us to deliver on
that commitment. In 2024, we generated strong shareholder
value, demonstrated by a 42.0% year-on-year increase in
book value per share. In addition, we increased capital returns
through a 12.5% year-on-year rise in total dividends per
share and share buyback and cancellation of GEL 181 million,
representing an 11.8% increase compared with the previous year.
Remaining a people driven-business
I want to take this opportunity to thank our people across our
markets, as it is their talent and dedication that drives this
vision forward. My ongoing focus is to foster an environment
that empowers our people, giving them opportunities to grow,
evolve, and take pride in the impact they create. Looking
ahead, we intend to further strengthen a culture of open
communication and feedback, ensuring our people feel heard
and supported. It is important our employees know that we
are one team, and we all have each other’s backs. Building and
strengthening our leadership pipeline around these core values
remains my key priority.
As operators of systemic banks in two economies, we know our
actions have an impact. We want to ensure that more people
have access to financial services across our markets, whether
through accessible banking, digital solutions, or financial
education. You can read more about all our actions that are
intended to deliver positive impact for people starting on page
38 in this year’s Sustainability Report.
A promising outlook
Our ambition is to look and move forward. We will be
opportunistic about other high-potential markets where we
can replicate our success. Our vision is to build tech-driven,
customer-centric and leading banks – leveraging our proven
model to accelerate growth in top-tier customer franchises.
Rather than disrupt, we aim to focus on strong market players
where our know-how can create sustainable, long-term value.
Longer term, we see potential in synergies across our markets
– integrating best practices, enhancing product development,
and leveraging technology to strengthen our competitive edge.
By building a connected ecosystem of expertise and scale, we
aim to build a banking Group that delivers lasting value for
customers, employees, and investors alike.
As we embark on 2025, we have a positive outlook on the
operating environment and look to deliver further strong
financial performance. I am confident that opportunities lie
ahead for us to continue doing what we do best – creating
opportunities and value for all our stakeholders.
Archil Gachechiladze
Chief Executive Officer
14 April 2025
This Strategic Report, as set out on pages 2 to 110, was
approved by the Board of Directors on 14 April 2025 and
signed on its behalf by
Archil Gachechiladze
Chief Executive Officer
14 April 2025
Chief Executive Officer’s Statement continued

11
Annual Report 2024 Lion Finance Group PLC
Strategic Report
Governance Financial Statements Additional Information
Strategy and Performance
Our strategy framework
Our enablers
We succeed by focusing on these five enablers:
Customer-centricity
Our success and resilience are built on a commitment to
prioritising the needs and experiences of our customers across
our markets. By fostering a customer-first approach, we create
value and deliver exceptional outcomes. To ensure customer
insights remain central to our strategy, we have implemented
comprehensive organisation-wide processes, including regular
experience reviews at the management level and the use of
relevant key performance indicators (KPIs).
Data and AI
We continue to build on our journey toward becoming a truly
data-driven organisation, leveraging advanced analytics
and AI to enhance decision-making, efficiency and customer
satisfaction. While significant progress has already been made
– such as deploying machine learning models that anticipate
financial and lifestyle needs for personalised customer
experiences – we remain focused on unlocking the full potential
of AI. Our commitment to advancing these capabilities across
all operations underscores our long-term vision of delivering
smarter, more innovative solutions in every market we serve.
People and culture
We are committed to attracting, retaining and inspiring talented
individuals with diverse perspectives, life experiences and career
aspirations. Across all our markets, we strive to cultivate a
supportive and inclusive environment that prioritises personal and
professional growth, collaboration and innovation.
Brand strength
We operate the top-of-mind and most trusted bank in Georgia
1
,
as well as the leading top-of-mind bank in Armenia
2
. Our strong
and recognisable brands not only reinforce credibility and trust,
but also help us attract customers and deepen relationships
across our core markets.
Effective risk management
Identifying, assessing and mitigating risks not only safeguards
the financial health of the institution but also instils confidence
among stakeholders. By navigating potential pitfalls and
uncertainties with a proactive approach, we build resilience,
sustain growth and ensure long-term stability.
Key medium-term Group targets
Targets
ROAE
20%+
Loan book growth
c.15%
Capital distribution payout ratio
30-50%
Key pillars of our strategy
The main bank
Being the main bank in customers’ daily lives by leveraging the
digital and payments ecosystems across our core markets.
Excellent customer experience
Anticipating customer needs and wants and providing relevant
products and services.
Profitable growth
Growing the balance sheet profitably and tapping segments
with high growth potential.
Our stakeholders
To guide our strategy, we regularly engage with our key
stakeholders and consider their views and feedback
EMPLOYEES REGULATORSCUSTOMERS INVESTORS COMMUNITIES
See page 32
in Section 172(1)
statement
See page 33
in Section 172(1)
statement
See pages 33-34
in Section 172(1)
statement
See pages 34-35
in Section 172(1)
statement
See page 35
in Section 172(1)
statement
Our impact
By empowering those we serve and investing in the communities
where we operate, we give back to our stakeholders and
contribute to a cycle of shared success. As part of our ESG
strategy, we focus on the following four pillars:
Financial inclusion
By leveraging digital innovation, enhancing accessibility
and investing in financial literacy, we empower underserved
individuals to engage in the economy.
Sustainable finance
By integrating sustainability into our financial practices, we aim
to support a greener economy and create lasting value for all
our stakeholders.
Employee empowerment
We strive to be the employer of choice, providing equal
opportunities for development and ensuring a positive
employee experience.
Governance & integrity
To conduct business in accordance with the highest standards
of corporate governance and ethical principles, and to ensure
accountability, transparency, fairness, and responsibility in
every decision we make.
1
Based on external survey conducted by IPM Georgia.
2
Based on the survey conducted by Invia.

12
Annual Report 2024 Lion Finance Group PLC
Strategic Report
Overview Strategy and Performance Sustainability Report Risk Management Going Concern and Viability Statements Overview of Financial Results
GEORGIA
TÜRKIYE
ARMENIA
IRAN
RUSSIA
AZERBAIJAN
Black Sea
Caspian Sea
AFS
13%
Other
1%
GEL 1.8B
GFS
86%
AFS
26%
Other
3%
GEL 52.2B
GFS
71%
Group at a glance
What we do
Through the Group’s core Business Divisions, Georgian Financial Services (GFS) and Armenian Financial Services (AFS), we deliver
banking and financial solutions in the high-growth markets of Georgia and Armenia.
How we generate value
By leveraging leading market positions in Georgia and Armenia and building innovative and customer-centric digital solutions that cater
to a broad spectrum of the population, we drive strong growth, deliver high profitability, and generate value for our key stakeholders.
Total assets
GEL
Profit (adjusted)*
GEL
* Armenian Financial Services was consolidated on the Group’s books at the end of
March, with P&L consolidation in 2Q24. Hence, its full-year contribution reflects only
three quarters of performance and includes a GEL 49 million initial expected credit
loss (ECL) charge related to the acquisition. For reference, Ameriabank’s standalone
full-year 2024 profit wasGEL416 million.
How we set ourselves apart
Key ingredients of our sustainable success include market leadership, customer-centricity, digital and technological innovation,
operational excellence, and a culture that values transparency, diversity, feedback and a continuous quest for improvement.
BNB standalone
Other small entities, along with intragroup eliminations
The ‘Other Businesses’ segment mainly includes JSC Belarusky Narodny Bank (BNB), serving retail and small to medium-sized
enterprises (SME) clients in Belarus, and JSC Digital Area, a digital ecosystem in Georgia including e-commerce marketplace,
ticketing marketplace, and inventory management SaaS solution for merchants.
Georgian Financial Services (GFS)
GFS, with JSC Bank of Georgia as its main entity, is a highly
profitable Business Division, driven by Bank of Georgia’s
position as the top-of-mind and the most trusted universal
bank in Georgia
1
. With its strong focus on daily banking and
payments, Bank of Georgia brings accessible financial services
to all customer segments throughout Georgia.
Armenian Financial Services (AFS)
AFS is a profitable Business Division with strong potential
in retail banking, supported by Ameriabank’s position as the
leading and the top-of-mind
2
universal bank in Armenia.
37.6%
Market share in loans
20.9%
Market share in loans
41.4%
Market share in deposits
18.5%
Market share in deposits
Includes issued local bonds
2,002K
MAC (retail)
357K
MAC (retail)
1,594K
Digital MAU (retail)
232K
Digital MAU (retail)
GEL 41.3M
Profit
27.2%
ROAE
1
Based on external survey conducted by IPM Georgia.
2
Based on the survey conducted by Invia.
Our business model

13
Annual Report 2024 Lion Finance Group PLC
Strategic Report
Governance Financial Statements Additional Information
What we focused on in 2024
• Establishing a robust Group governance structure with clear
roles and responsibilities.
• Reconstituting Ameriabank’s local Board of Directors
(supervisory board) by nominating and appointing Group
Executive Director Archil Gachechiladze as a board member,
Tamaz Georgadze (Group Non-executive Director) as an
Independent board member, and Group CFO Sulkhan Gvalia
as a board member.
• Defining reporting lines and approaches to ensure effective
information flow and oversight by the local board of
directors (i.e. supervisory board).
• Initiating workstreams to harmonise key Group financial,
legal, risk and compliance policies.
• Initiating the harmonisation of sustainability standards
and reporting requirements across the Group to ensure
consistency, transparency, and alignment with global
best practices.
• Defining key financial performance and risk metrics to
better understand Ameriabank’s financial performance and
risk profile, including different profitability, liquidity and
capital adequacy measures, to be reported to investors on a
quarterly basis.
• Defining key strategic metrics, including digitalisation
metrics, to be reported to investors on a quarterly basis and
ensuring consistency in definitions across the Group.
• Conducting strategic discussions with Ameriabank’s teams
to align on vision and key objectives for retail banking.
• Holding sessions and sharing experience on culture, values,
and employee-related matters.
We acquired Ameriabank CJSC at the end of March 2024, with P&L consolidation
from the start of the second quarter of 2024. Throughout 2024, the integration
process was a regular topic on the Board’s agenda. Ameriabank continues to
operate as a standalone bank, with its local brand and identity unchanged, yet,
we have initiated several work streams across finance, risk, legal and compliance,
anti-money laundering (AML) and sanctions, HR and IT to ensure alignment on key
Group policies and processes.
How we govern our subsidiaries
Considering the scale of the Group’s business outside of
Georgia following the acquisition of Ameriabank, a Group-
level International Business function has been established,
responsible for ensuring a systematic approach on key Group-
wide matters, coordinating information and experience sharing,
and escalating issues to the Group CEO. The International
Business function does not replace or interfere in day-to-day
executive management of the Group’s subsidiaries.
Certain functions within Finance, Risk as well as Legal and
Compliance have been designated with overarching Group-level
monitoring and escalation responsibilities and are accountable
to the Board on Group-wide matters.
We are committed to maintaining high standards of corporate
governance throughout the Group. We have in place a
subsidiary governance framework, which we updated following
the acquisition of Ameriabank, to ensure appropriate oversight
by the Group, taking into account each subsidiary’s local
legal and regulatory requirements. The framework supports
the Group in promoting effective governance arrangements
across its subsidiaries to ensure a common and consistent
understanding of the Group’s strategy, culture and values while
also maintaining distinct, local cultural peculiarities.
We ensure that each subsidiary is led by an effective board
with an appropriate balance of skills, diversity, experience and
knowledge. The composition of the Supervisory Boards of the
Group’s subsidiaries is kept under review as part of succession
planning at the Board level.
Executive Management and other representatives from
principal subsidiaries are invited to attend Board and
Committee meetings for relevant topics. Such Committee
participation supplements the regular reports from principal
subsidiaries’ supervisory boards and their respective
committees to the Board and relevant Committee(s) of the
Board. The reporting process follows the Terms of Reference
drawn up for each entity, ensuring alignment with the Group
reporting obligations under the applicable UK regulatory
regime, while accommodating local requirements and
operational scales.
Each principal operating subsidiary has its local Internal
Audit function, having dual-reporting lines to both the local
Supervisory Board Audit Committees as well as the Board of
Directors’ Audit Committee at the Group level.
Ameriabank acquisition and integration update

14
Annual Report 2024 Lion Finance Group PLC
Strategic Report
Overview Strategy and Performance Sustainability Report Risk Management Going Concern and Viability Statements Overview of Financial Results
The Group evaluates its performance through two key categories
of KPIs: financial KPIs and strategic KPIs. These KPIs are directly
linked to remuneration practices, including those for Executive
Management, ensuring alignment with stakeholder interests.
The Board regularly reviews both financial and non-financial
KPIs to ensure their relevance and alignment with the Group’s
strategic priorities and medium-term targets. While financial
KPIs are assessed at the Group level to provide a comprehensive
view of overall performance, strategic and ESG KPIs are currently
evaluated at the level of JSC Bank of Georgia. This reflects the
fact that Bank of Georgia was the Group’s dominant business
until the acquisition of Ameriabank at the end of March 2024,
making it the primary focus for strategic and ESG KPIs for
2024. As the integration of Ameriabank progresses, the Group
aims to expand the scope of strategic and ESG KPIs to include
Ameriabank, reflecting the evolving structure of the business.
The financial KPIs for 2024 remain unchanged from the previous
year. The strategic and ESG KPIs have been updated: green
portfolio, cash withdrawals as share of total transactions (by
volume), and retail digital transactional MAU have been added,
while payment MAU and volume of payment transactions in
Bank of Georgia’s acquiring (GEL millions) have been removed.
These adjustments ensure that the KPIs remain relevant to how
performance is analysed across the Group and continue to align
with remuneration practices. The changes are presented in the
table below:
Added KPIs Removed KPIs
Financial KPIs
N/A N/A
Strategic and ESG KPIs
Green portfolio (gross)
Cash withdrawals in total transactions
(by volume)
Digital transactional MAU
Payment MAU
Volume of payment transactions in Bank of
Georgia’s acquiring (GEL millions)
Financial KPIs
Profit (adjusted)
1
GEL millions
2024
2023
2022
1,132
1,375
1,813
What does this KPI indicate and why track it?
Reflects the Group’s financial performance by
excluding one-off items, providing a clear view of
profitability. It is a key KPI for evaluating the Group’s
overall performance.
Performance in 2024
In 2024, the Group reported a 31.9% y-o-y increase
in adjusted profit, driven by the consolidation of
Ameriabank alongside strong business during the year
in both Georgian and Armenian operations.
Return on average equity (ROAE) (adjusted)
1
2024
2023
2022
32.4%
29.9%
30.0%
What does this KPI indicate and why track it?
Obtained by dividing adjusted profit attributable to
shareholders by the average equity attributable to
shareholders. This metric reflects the Group’s ability
to generate returns on shareholders’ equity.
Performance in 2024
Adjusted ROAE stood at 30.0% in 2024 (29.9%
in 2023), significantly above the 20%+
medium-term target.
Net interest margin (NIM)
2
2024
2023
2022
5.4%
6.5%
6.3%
What does this KPI indicate and why track it?
Assesses the profitability of the Group’s core banking
activities by comparing net interest income (NII) to
average interest-earning assets. It highlights how
effectively the Group is managing its interest rate
spread, making it a crucial metric for evaluating
financial performance and is a key focus for both
management and investors.
Performance in 2024
NIM stood at 6.3% in 2024 (down 0.2 ppts y-o-y). This
decline was due to a lower NIM in our GFS. This was
driven by a combination of factors: higher liquidity,
lower loan yields in GEL due to declining interest
rates, and an increase in our cost of funds due to
higher market rates on foreign currency deposits
in Georgia and a greater proportion of higher-cost
liabilities in the funding mix.
Cost:income ratio (adjusted)
1
2024
2023
2022
32.0%
29.8%
34.3%
What does this KPI indicate and why track it?
Measures operating expenses as a proportion of
adjusted operating income. It provides a clear view of
how efficiently the Group controls costs in relation to
its income, serving as a key indicator of operational
efficiency and overall financial performance.
Performance in 2024
In 2024, the cost:income ratio stood at 34.3% versus
29.8% for the full year of 2023. While the cost:income
ratio was slightly up in GFS, the Group’s ratio
was negatively impacted predominantly by higher
cost:income ratio in AFS.
1
The 2024 figure excludes a one-off GEL 672.2 million item, covering a bargain purchase gain and acquisition-related costs in Armenian Financial Services. Reported profit was
GEL 2,485.2 million, with a ROAE of 41.2%. The 2023 figure excludes a one-off GEL 22.6 million from a legacy claim settlement. Reported profit was GEL 1,397.3 million, with a
ROAE of 30.4% and a cost:income ratio of 29.5%. The 2022 figure excludes a one-off GEL 391.1 million from a legacy claim settlement and a GEL 79.3 million tax expense due to
a corporate tax model change for financial institutions in Georgia. Reported profit was GEL 1,444.0 million, with a ROAE of 41.4% and a cost:income ratio of 26.8%.
2
2024 NIM is adjusted to exclude the effect of Ameriabank’s consolidation at the end of March on average balances.
Key performance indicators

15
Annual Report 2024 Lion Finance Group PLC
Strategic Report
Governance Financial Statements Additional Information
1
Dec-24 y-o-y loan growth in constant currency is calculated using exchange rates as at 31 December 2023. Given Armentian Financial Services was consolidated in March 2024
following the acquisition of Ameriabank CJSC, its constant currency loan growth was measured from March to December. For Georgian Financial Services and other businesses,
the standard December-to-December approach applies.
2
Figure based on external research by IPM Georgia. The latest 2024 figure was obtained in 3Q24.
3
Based on internal survey.
Net loan book growth in constant currency
1
2024
2023
2022
12.9%
19.6%
21.4%
What does this KPI indicate and why track it?
Tracks the year-over-year change in net loans to
customers, factoring and finance lease receivables,
adjusted for constant currency. This metric is crucial
for assessing our capacity to increase our loan book
and generate sustainable revenue.
Performance in 2024
Net loans, factoring and finance lease receivables
totalled GEL 33,558.9 million as at 31 December
2024, reflecting a 21.4% y-o-y increase on a constant
currency basis, significantly exceeding the Group’s
c.15% net loan book growth medium-term target.
Deposit growth in constant currency
1
2024
2023
2022
43.2%
12.2%
19.8%
What does this KPI indicate and why track it?
Measures the year-over-year change in customer
deposits, adjusted for constant currency. This metric
reflects the Group’s ability to attract and retain
customers, ensuring a stable funding base that
supports financial resilience.
Performance in 2024
Client deposits and notes amounted to GEL 33,202.0
million as at 31 December 2024, up 19.8% y-o-y on
a constant currency basis, driven by both current/
demand and time deposits.
Cost of credit risk ratio
2024
2023
2022
0.8%
0.7%
0.5%
What does this KPI indicate and why track it?
Measures the expected credit loss charge on loans,
factoring and finance lease receivables for the period
as a percentage of average gross loans, factoring
and finance lease receivables. This ratio reflects
the Group’s ability to manage credit risk effectively,
serving as a key indicator of financial health and risk
management.
Performance in 2024
The cost of credit risk ratio stood at 0.5% in 2024
versus 0.7% in 2023, driven by robust performances in
both Georgian and Armenian operations.
Net Promoter Score (NPS)
2
2024
2023
2022
58
59
67
What does this KPI indicate and why track it?
Measures customer satisfaction by asking how likely
customers are to recommend Bank of Georgia to
others, using a zero-to-ten scale. NPS is the difference
between the percentage of promoters (scores 9-10)
and detractors (scores 0-6). Customer-centricity is
one of the key enablers of the Group‘s success in the
longer term. Overall customer satisfaction is one of
the main non-financial KPIs for the CEO and
Executive Management.
Performance in 2024
NPS remained strong throughout 2024, consistently
staying above 60 and reaching a record high of 71 in
June. The latest result for the year was 67.
Employee NPS (eNPS)
3
2024
2023
2022
53
56
54
What does this KPI indicate and why track it?
Measures employee satisfaction by asking how likely
employees are to recommend Bank of Georgia as a
place to work to others, using a zero-to-ten scale. The
eNPS is the difference between the percentage of
promoters (scores 9-10) and detractors (scores 0-6).
Engaged and committed employees are critical for
the success of the Group. Measured internally, this
KPI offers valuable insights into Company culture,
employee engagement and satisfaction and is one
of the main non-financial KPIs for the CEO and
Executive Management.
Performance in 2024
eNPS score stood at 54 by year-end (56 at the end of
2023), within our target range, reflecting our efforts
to continuously improve employee experience.
Digital monthly active users (Digital MAU)
(thousands)
2024
2023
2022
1,121.4
1,357.2
1,594.4
What does this KPI indicate and why track it?
Measures the number of unique clients who have
logged into BOG App, sCoolApp or iBank at least
once within the past month. This metric reflects the
growing adoption of the Bank’s digital channels, a
key strategic priority. Tracking Digital MAU helps
assess the effectiveness of digital initiatives,
user engagement, and the shift towards more
efficient, tech-driven customer interactions. It is
a crucial indicator of digital transformation and is
closely monitored by Executive Management and
communicated to investors to highlight progress in
enhancing digital adoption.
Performance in 2024
In December 2024, Digital MAU was up 17.5% y-o-y to
c.1.6 million individuals.
Number of self-employed borrowers
(thousands)
2024
2023
2022
47.6
54.7
63.1
What does this KPI indicate and why track it?
Counts individuals with a Bank of Georgia credit,
whose income from self-employment exceeds 50%
of their total income and whose business is not
conducted in a legal entity form. This metric reflects
the Group’s commitment to removing barriers
to credit access, particularly for self-employed
individuals who lack formal income documentation.
Over the past three years, the Bank has focused
on supporting this segment with tailored lending
products, and this metric is a key ESG KPI for the CEO
and Executive Management.
Performance in 2024
The loan portfolio of self-employed borrowers
amounted to GEL 700.5 million as at 31 December
2024, up 31.7% y-o-y.
Strategic and ESG KPIs
Figures given for JSC Bank of Georgia standalone

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Overview Strategy and Performance Sustainability Report Risk Management Going Concern and Viability Statements Overview of Financial Results
sCoolApp MAU
(thousands)
2024
2023
2022
33.2
89.6
146.2
What does this KPI indicate and why track it?
Measures the number of unique clients who logged
into sCoolApp at least once in the past month.
Developing sCoolApp, a special mobile application
for school children, reflects our commitment to
onboarding and engaging young people, making sure
they become part of the formal financial system,
teaching them financial literacy skills, and supporting
them with simple daily banking solutions. sCoolApp
MAU is one of the non-financial KPIs for the CEO and
Executive Management.
Performance in 2024
As at 31 December 2024, we reached 146,224 active
users of sCoolApp, just shy of our 150,000 target for
year-end.
Cash withdrawals in total transactions (quarterly)
(by volume)
2024
2023
2022
32.5%
28.1%
25.8%
What does this KPI indicate and why track it?
Calculates the percentage of cash withdrawal
transactions relative to total transactions by
dividing cash withdrawals by total transactions and
multiplying by 100. This metric helps assess the Bank’s
progress in encouraging digital adoption and reducing
reliance on cash, aligning with the strategic goal of
promoting more efficient, digital banking solutions.
Performance in 2024
The figure was down 2.3 ppts y-o-y, just shy of our
25% target for 2024.
Green portfolio
(GEL millions)
2024
2023
2022
503
752
1,003
What does this KPI indicate and why track it?
Represents the total value of loans and financial
products classified as green, based on the NBG’s
Sustainable Finance Taxonomy, measured in
millions at year-end. This metric tracks the Bank’s
contribution to environmentally responsible financing
and sustainable development. It reflects the Group’s
commitment to supporting the transition to a more
sustainable future by expanding climate-related
lending and capitalising on emerging opportunities.
Performance in 2024
In 2024, we exceeded our green portfolio gross
target of GEL 875 million. According to the NBG’s
Sustainable Finance Status Report 2024, we ranked
number one in Georgia for the Taxonomy-aligned
green loans outstanding as at 31 December 2023. This
reinforces our role as a key driver of climate-related
lending in Georgia.
Digital transactional MAU
(thousands)
2024
2023
2022
965.0
1,182.4
1,400.5
What does this KPI indicate and why track it?
Digital transactional MAU measures the number of
users who made at least one transaction through
digital channels within the past month. Helps
to measure the Bank’s efforts in driving digital
engagement, enhancing user experience, and
increasing adoption of online and mobile
banking services.
Performance in 2024
In 2024, we exceeded our digital transactional MAU
target of 1,291,000.

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Annual Report 2024 Lion Finance Group PLC
Strategic Report
Governance Financial Statements Additional Information
GFS represents the Group’s operations in Georgia and serves as its largest Business Division, anchored by JSC Bank of Georgia
at the core of its operations. Alongside the banking business, GFS encompasses JSC Galt & Taggart, the Group’s investment
banking and brokerage subsidiary (see page 24), as well as a number of smaller entities that contribute to the Business Division’s
comprehensive financial offerings.
Georgian Financial Services
JSC Bank of Georgia JSC Galt & Taggart
Retail Banking
Corporate and Investment BankingSME Banking
JSC Bank of Georgia is a leading universal bank that offers:
Mainly includes
Net loans
Dec-24
SME Banking
21.3%
Corporate and
Investment Banking
35.4%
Retail Banking
43.3%
GEL 23.5B
Customer deposits
Dec-24
SME Banking
8.9%
Corporate and
Investment Banking
27.4%
Retail Banking
60.0%
GEL 24.1B
Corporate Center and Eliminations
3.7%
JSC Bank of Georgia maintains competitive market positions in Georgia
Dec-24Dec-22 Dec-23
36.1%
36.8%
37.6%
Dec-24Dec-22 Dec-23
38.9%
39.0%
41.4%
Market share – total gross loans Market share – customer deposits
as it delivers on its strategic objectives
1.6M
+17.5 % y-o-y
Digital MAU (retail)
93.5K
+26.2 % y-o-y
Digital MAU
(legal entities)
67
59 (Dec-23)
NPS (Sep-24)
To view how we delivered on our ESG objectives, see the Sustainability Report
starting on page 38.
and drives profitable growth at GFS
GEL 1.6B
+14.9 % y-o-y
Profit
33.5%
+2.6 ppts y-o-y
ROAE
28.7%
+0.9 ppts y-o-y
1
Cost:income ratio
To view a comprehensive overview of financial performance at GFS in full year 2024,
see pages 107-108 in Overview of financial results.
Georgian Financial Services (GFS)
1
Comparison based on the adjusted 2023 cost:income ratio of 27.8% at GFS. The unadjusted cost:income ratio at GFS was 27.6%.

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Annual Report 2024 Lion Finance Group PLC
Strategic Report
Overview Strategy and Performance Sustainability Report Risk Management Going Concern and Viability Statements Overview of Financial Results
Empowering individuals
We serve individual clients through the Retail Banking segment,
which comprises Mass Retail and Premium Banking – with the
latter consisting of our SOLO (mass affluent banking) and
Wealth Management divisions. We served 2.0 million MAC as at
31 December 2024.
GEL 10.2B
+20.0% y-o-yy
Net loans
2.0M
+10.7 % y-o-y
Monthly active customers
GEL 14.4B
+14.5% y-o-y
Deposits
1.6M
+17.5 % y-o-y
Monthly active digital users
Net loans
Deposits
Digital MAU
MAC
Mass Retail
Premium Banking
46.3%
59.2%
7.6 %
8.9%
53.7%
40.8%
92.4%
91.1%
Bank of Georgia maintained its leadership positions in Retail
Banking throughout 2024, growing the customer franchise,
reinforcing its competitive advantages in daily banking,
and ensuring customers received high-quality service with
personalised offerings and relevant products.
The key drivers of customer franchise success and growth
remained our globally acclaimed digital channels, payments
solutions, and loyalty programme.
Portfolio dynamics
We demonstrated significant growth in both loans and deposits
in the Retail Banking segment in 2024. Deposit growth of 14.5%
y-o-y (12.2% in constant currency) further strengthened our
leading market position – as at 31 December 2024, 45.4% of
individual deposits were held at Bank of Georgia, up 0.1 ppts
y-o-y. This leading position in retail deposits provides us with a
stable funding source.
As at 31 December 2024, net loans to customers in the Retail
Banking segment stood at GEL 10,203 million, up 20.0% y-o-y
and up 19.5% y-o-y in constant currency. The main drivers of
growth were consumer loans, followed by mortgages.
Portfolio risk parameters indicate a very healthy loan portfolio.
The NPLs to gross loans stood at 1.6% as at 31 December 2024,
down 0.3 ppts y-o-y, while the cost of credit risk ratio was 0.4%,
compared with 1.0% in 2023.
BOG App – the go-to financial app
Daily banking
Investments
Loyalty and
lifestyle
AI
Financial
products
Beyond banking
available in five languages
The BOG App is the most popular financial application in
Georgia, with 800,000 retail customers using it daily and
1.6 million retail customers (equivalent to 43.2% of Georgia’s
population of 3.7 million) using it at least monthly. This level of
adoption underscores the app’s high market penetration. It is
a comprehensive financial superapp that fulfils both financial
and lifestyle needs of our clients.
Bank of Georgia was recognised as the World’s Best Digital
Bank by Global Finance in 2024. Our technological success has
been underpinned by customer-centricity. We prioritise listening
to our customers. We gather feedback through focus groups,
surveys, usability testing, tree testing and other research
methods to deliver relevant and innovative products. In 2024,
to enhance our digital channels we conducted 200+ research
studies involving more than 30,000 participants.
62%
-8 ppts y-o-y
Share of products sold
digitally (4Q24)
Loans
Deposits
Digital
Human-assisted/branch
16%
32%
84%
68%
0
More than 99% of all transactions happen outside of branches,
while some product sales still happen in branches. Over
the past few years, the share of products sold digitally has
increased significantly, standing at 62% in the fourth quarter
of 2024 (the decrease versus last year is due to the effect of
the gamification campaign in the fourth quarter of 2023, but
the result is still significantly above the 45% average during the
three quarters of 2023). While we made significant progress in
loan and deposit offloading, a significant number of cards are
still ordered in branches. The card delivery process has also been
a pain point for our customers. In 2024, we streamlined the
card delivery process so that customers now receive automatic
notifications at each step, such as when the courier is on the
way, when the card is delivered, and so on. Couriers are now
required to call customers at least an hour before delivery
to confirm the delivery address. Additionally, the delivery
company is obliged to make at least three delivery attempts.
If all delivery attempts are unsuccessful, only then the card is
returned to the branch.
During 2024, we addressed a number of customer requests.
Improvements included enabling cash withdrawals with the
Amex credit card added to the mobile wallet from the ATM or
the QR code scanned with BOG App, sending SMS notifications
for loan rejections, and providing 24/7 access to digital lending.

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Annual Report 2024 Lion Finance Group PLC
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Governance Financial Statements Additional Information
We also added a video banking option to the app, allowing
customers to call our contact centre for assistance if they
encounter difficulties. In 2024, over 28,000 video calls
were recorded.
Additionally, we integrated State Revenue Service features
enabling customers to receive notifications from and make
payments to the State Revenue Service. This service has been
activated by more than 180,000 customers, highlighting its
significance and value.
Beyond-banking offerings
BOG App helps customers manage other financial needs, such
as investing in stocks, purchasing public transport vouchers,
buying insurance and purchasing gift cards.
In 2024 we introduced a car space – allowing clients to register
their cars in the app, purchase and activate parking permits,
and receive automatic fine notifications. This feature quickly
gained popularity and, as at 31 December 2024, more than
41,000 clients had registered more than 46,000 cars.
BOG App also offers a marketplace where clients can select
insurance policies from various providers. Users can access
motor third-party liability, travel and – new for 2024 –
property insurance.
In addition, clients can invest and trade on the US stock market
through our app. We enhanced the investment module in 2024
by redesigning the homepage and adding limit orders, allowing
clients to set specific price targets for buying or selling –
offering them greater control over investments.
To measure the number of active clients that use investments, we
implemented stricter measurement criteria — now counting only
clients with a minimum of US$ 1 in their investment account or at
least one trade in the past month as ‘active’. As at 31 December
2024, we had up to 19,000 active clients, reflecting a y-o-y
growth of 11.7%. While current coverage remains limited due to
the relatively lower traction and scale of investment products in
Georgia, this presents upside potential for future growth.
Payments
Developing our payments business remains one of the key
strategic objectives supporting our position as ‘the main
bank’ in customers’ daily lives. Highly developed payment
systems offer several advantages: 1) when customers use
card transactions instead of cash, it gives us an opportunity
to better analyse their behaviour and provide more relevant
banking products; 2) payments generate commission income,
creating a stable and non-volatile revenue stream for the Bank;
and 3) customers who use our payment services become more
loyal and are highly likely to choose Bank of Georgia if they need
other banking products.
Using Bank of Georgia for payments also offers advantages
for our customers: 1) they accumulate loyalty points (PLUS
points through Bank of Georgia’s flagship loyalty programme,
or Membership Rewards (MR) through American Express credit
cards; 2) they receive cashback or discounts at a variety of
merchants; and 3) they have better visibility of their personal
finances through the Personal Finance Manager embedded in
BOG App. Customers can make payments using a physical card
as well as via Google Pay, Apple Pay, with PLUS or MR points,
via QR code, and using Buy Now, Pay Later (BNPL).
We view cash as the primary competitor in the payments
business. We have two main success criteria for the payments
business – Payment MAU and the share of cash withdrawals
in total transactions. Payment MAU measures the number of
retail customers who used Bank of Georgia’s card to make at
least one payment within a month. We introduced the share of
cash withdrawals in total transactions as a KPI in 2024, with a
target of 25% or lower (where lower is better).
1.5M
+16.2% y-o-y
Payment MAU (Dec-24)
25.8%
-2.3 ppts y-o-y
Share of cash withdrawals
in total transactions (Dec-24)
The BNPL service was launched for online sales in 2022 and in-
store in 2023, and has gained popularity among our customers by
allowing them to purchase items immediately and pay for them
in interest-free instalments over four months. We consider BNPL
a payment method but we set the maximum BNPL limit as GEL
5,000 – customers can activate and view their limits in BOG App.
In 2024, up to 78,000 unique clients used BNPL.
78K
+124.6% y-o-y
BNPL customers in 2024
Loyalty
Our flagship loyalty programme, PLUS, is built on two main
pillars: tiers and tier-linked benefits. Customers are assigned
to tiers based on their banking activity, with each tier offering
specific benefits. The primary benefit and key driver of
customer engagement within these tiers are PLUS points.
Customers accumulate PLUS points with every debit card
payment made at Bank of Georgia point of sale terminals.
These points can be redeemed for payments and used as
regular currency.
Our second programme, MR, is linked to American Express
credit cards. Customers earn MR points for every Georgian Lari
spent via credit cards, which can be redeemed for payments or
exchanged for PLUS points.
In 2024, we revamped the PLUS programme to enhance
customer experience and engagement. We replaced the six-
month tier cycles with simpler monthly cycles and targets.
The new programme features four tiers, each offering more
points per transaction as customers move up. This redesign
emphasises simplicity, integration of key products, value-based
rewards and ease of use.
Each year, we celebrate the PLUS birthday, during which clients’
PLUS points double. In 2024, 59,000 unique clients exchanged
PLUS points during the PLUS anniversary and made 103,000
transactions – highlighting the importance of our loyalty
programme to our clients.
839K
+20.6% y-o-y
Unique customers who exchanged
PLUS points at least once
Mass Retail
The strength of our Mass Retail offering is built on a solid position
in everyday banking, supported by the world’s best digital banking
service (as recognised by Global Finance in 2024), a generous
loyalty programme and a strong position in payments.
While new products are launched with a digital-first approach
– meaning they are initially developed in digital systems before
being introduced to branches – our multi-channel strategy
ensures customers can access the same services through both
digital and offline channels.
To address the unique needs of each client we use a sub-
segment approach with our commitment to financial inclusion
at the heart of everything we do. By tailoring our services to the
specific requirements of each group, we get a comprehensive
view of their needs and can more effectively serve various sub-
segments including self-employed clients, ethnic minorities,
youth, emigrants and teachers.

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Annual Report 2024 Lion Finance Group PLC
Strategic Report
Overview Strategy and Performance Sustainability Report Risk Management Going Concern and Viability Statements Overview of Financial Results
As we move into 2025, our strategy will continue to focus on
reaching underpenetrated and underbanked populations,
ensuring more individuals and communities have access to the
financial tools and support they need to thrive.
To read more about how Bank of Georgia fosters financial
inclusion and promotes financial education, view empowering
communities section of the Sustainability Report on pages 88
to 89.
Self-employed borrowers
Self-employed clients do not have a fixed salary, which
previously made it difficult to assess their financial condition
and limited our ability to offer relevant products. In 2024,
with the implementation of new validation models, we began
analysing clients’ income and approving limits for various
credit products. To better meet their needs, we also made
banking products accessible to self-employed clients through
the BOG App.
As a result, the number of self-employed borrowers increased
by 15.4% y-o-y, reaching 63,100 as at 31 December 2024
versus our KPI of 60,000. The loan portfolio for self-employed
borrowers stood at GEL 700.5 million as at 31 December 2024,
marking a 31.7% y-o-y increase.
63.1K
+15.4% y-o-y
Self-employed borrowers
Ethnic minorities
The latest census indicates that ethnic minorities comprise
13.2% of Georgia’s population. Historically, this segment has
been underserved, and in certain regions, language barriers
related to the Georgian language have presented obstacles to
banking and financial inclusion.
In 2024, to better serve the needs of ethnic minorities across
Georgia, we launched Turkish, Azeri, and Armenian language
options within the BOG App. As at 31 December 2024, over
6,000 Turkish, 5,000 Azeri and 1,000 Armenian versions had
been activated. This initiative has also contributed to attracting
up to 5,000 new Digital MAUs.
Emigrants
Georgian emigrants around the world make a significant
contribution to the national economy. In 2024, remittances
to Georgia reached US$ 3.4 billion, representing 10.0% of
the country’s GDP. Recognising their strong ties to Georgia
and unique financial needs, particularly regarding mortgages,
we introduced a fully digital agreement process in 2024. This
allows customers to sign mortgage and loan contracts online,
eliminating paper documents and enhancing accessibility and
efficiency. This is especially beneficial for emigrants, who can
now secure mortgage loans remotely via video banking, without
needing a local representative.
To further enhance the banking experience for our emigrant
customers, we also integrated a remittance sending function
into our BOG App, enabling seamless international transfers.
These enhancements provide greater convenience, flexibility,
and financial autonomy, regardless of their location.
Youth
Youth represent a vital segment for us, as we see them not
only as customers but as the foundation of future financial
independence in Georgia. By focusing on school and university
students, we aim to empower the next generation with the
tools and knowledge needed to build strong financial habits,
such as budgeting and saving.
We offer free daily banking services, tailored benefits and
relevant offers – including free or discounted public transport
rides – to support their journey toward financial literacy. We
believe that fostering financial confidence from an early age
sets the stage for smarter money management and a more
secure future.
Launched by Bank of Georgia in 2022, sCoolApp is a unique
financial mobile app designed specifically for school students.
As their primary daily banking channel, sCoolApp keeps children
safe with end-to-end security, spending alerts, customised
spending limits and in-app parental controls.
Transactions
Financial education
Personal financial
management
Personalised benefits
and offers for kids
Gamification
In 2023, we launched the highly popular gamification campaign
called ‘Other Universe’, with over 80% of MAU completing at
least one mission.
sCoolApp MAU
146K
+63.1 % y-o-y
Active sCoolApp users with
an active piggy bank account
(Dec-24)
69K
+145.5 % y-o-y
The first phase was successfully completed in 2024, helping
familiarise kids with the app’s features and introduce them to
the basics of navigating financial services – an important step
in building early financial literacy. In 2025, we aim to roll out an
enhanced gamificaton module designed to drive higher daily
engagement and deepen user interaction with the app.
Last year we set an ambitious target of reaching 150,000 MAU
for our sCoolApp – and as at 31 December 2024 we reached
146,000, just shy of our target. For 2025, we are aiming for
185,000 MAU, with a dual focus on increasing user acquisition
and enhancing daily engagement.
To measure the growing engagement of school students, we
closely track the Payment MAU and the usage of sCool Card,
ensuring it continues to meet their needs and encourages
greater financial involvement.
The sCool Card is designed to provide students with a
seamless and rewarding banking experience, offering a variety
of exclusive benefits. These include free SMS, mobile and
internet banking, no fees for withdrawals at Bank of Georgia
ATMs, complimentary public transportation in Tbilisi and
Batumi, discounts in transport in Zugdidi and Rustavi, and the
ability to earn sCool points. The card is easily accessible and can
be ordered online or through sCoolApp.

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Governance Financial Statements Additional Information
194K
+36.9% y-o-y
Active sCool Card
holders (Dec-24)
165K
+41.8% y-o-y
Payment MAU
(Dec-24)
To ensure consistent growth across Georgia, we also monitor
the penetration of sCool Cards in key cities – Tbilisi, Rustavi,
Zugdidi and Batumi, ensuring that we are steadily expanding
our reach and fostering financial literacy among youngsters.
sCool Card coverage across Georgia
85%
+8 ppts y-o-y
Tbilisi
78%
+15 ppts y-o-y
Rustavi
59%
+7 ppts y-o-y
Zugdidi
50%
+9ppts bps y-o-y
Batumi
Students
University students are an important segment for us and
we design special offers tailored to their needs. We offer a
dedicated Student Card – a free debit card– which was used
by 174,000 students in December 2024. It comes with benefits
such as free SMS, mobile and internet banking, as well as public
transport discounts.
In 2024 we enhanced our offerings for students by introducing
non-personalised Student Cards, allowing students to instantly
activate plastic cards, and partnered with Evex Hospitals to
launch a healthcare programme providing special pricing and
discounts on medical services for Student Cardholders.
Recognising the importance of loyalty point accumulation for
the youth segment, we also further incentivised students by
giving two PLUS points for every Georgian Lari spent with the
Student Card – matching the benefits offered to highest-tier
Mass Retail customers.
220K
+12.2% y-o-y
Active Student Card
holders (Dec-24)
216K
+13.8% y-o-y
Student Card
Digital MAU
(Dec-24)
175K
+14.6% y-o-y
Payment MAU
(Dec-24)
Premium Banking
Premium Banking served more than 152,000 MAC as at
31 December 2024 (up 20.0% y-o-y), of which 94% were digital
MAU. Premium Banking provides a comprehensive range of
traditional banking services, personalised financial solutions
and access to exclusive lifestyle benefits, including select events
and special partner offers. It is structured into two key divisions:
SOLO, which serves the mass affluent segment, and Wealth
Management, which focuses on high-net-worth clients, offering
tailored financial support and wealth management services.
SOLO
SOLO is tailored for mass affluent clients, offering three
exclusive packages designed to meet diverse needs: SOLO
CLUB, SOLO Premium and SOLO X.
The most exclusive package, offering all SOLO Premium benefits plus
a personal concierge and the American Express Platinum card for
unmatched lifestyle and travel privileges.
A balanced package combining a dedicated personal banker,
high-class debit cards with global privileges, enhanced loyalty
points and access to exclusive SOLO events.
A digital-first premium banking solution with nearly
all SOLO Premium benefits, tailored for clients
who prefer independent banking and do not need a
dedicated personal banker. Launched in 2023, SOLO
X has rapidly grown in popularity.
SOLO CLUB
SOLO Premium
SOLO X
In 2024, we introduced goal-based banking for SOLO CLUB
members, positioning bankers as trusted advisors. With client
consent, bankers analyse their finances and understand their
individual goals, providing tailored recommendations based on
income, expenses and financial aspirations. This personalised
service will expand to SOLO Premium clients in 2025.
In 2024, client requests for SOLO Concierge services increased
by 95% compared with 2023, reflecting the value of this
offering. SOLO Concierge is available exclusively to SOLO
CLUB members and elevates clients’ lifestyles with exceptional
care. Members gain access to premium events, unique
opportunities, and expert advice on dining, entertainment and
lifestyle activities. By efficiently managing everyday tasks,
SOLO Concierge allows clients to focus on what matters most,
blending convenience with sophistication.
In 2024 we provided 1,100 SOLO-specific offers, which were
used by up to 87,000 clients. To ensure the majority of our
clients benefit from such offers, we include a wide range of
options covering culture and art, education and entertainment
for clients’ children, hobby-based activities, discussions and
meetings with various professionals, and international and
local travel. We launched a Book Club in 2024, where clients
can meet writers and engage in literary discussions.
While client acquisition continues to be a key priority, in 2025
our efforts will shift towards deepening client relationships
by increasing product adoption per client. This approach not
only enhances client value but also strengthens long-term
engagement. To support this strategy, we continue investing in
equipping our bankers with advanced knowledge and cutting-
edge tools, enabling them to provide more personalised and
insightful financial solutions tailored to individual client needs.
Wealth Management
The Wealth Management business provides private banking
services and offers investment products to high-net-worth
individuals and their families. Additionally, it delivers exceptional
lifestyle opportunities tailored to clients’ unique needs
and aspirations.
Empowering business
customers
We provide banking services to 116,000 monthly active
legal entities (that is businesses), encompassing individual
entrepreneurs, small and medium-sized enterprises as well
as large corporate clients. Although these clients are divided
between the SME Banking and Corporate and Investment
Banking segments, they use the same digital channels and
payment acquiring solutions that Bank of Georgia has
developed to fulfil the financial and daily banking needs
of businesses.

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Overview Strategy and Performance Sustainability Report Risk Management Going Concern and Viability Statements Overview of Financial Results
116K
+18.9% y-o-y
MAC
93K
+26.2 % y-o-y
Digital MAU
As at 31 December 2024, the number of digital MAU had
reached 93,000, up 26.2% y-o-y – that is 80.4% of all monthly
active business clients, underscoring the high level of digital
uptake. We are focused on developing both the mobile app and
internet platforms for businesses, as people in different roles
within a business prefer to use each channel depending on
their needs.
Small business owners typically favour the Business mobile
app, while medium-sized businesses generally use both the
mobile app and the internet platform. Corporate clients also
predominantly use both channels, though approximately one-
third rely exclusively on the web platform. As both – mobile and
web – are popular with our business clients, we are committed
to further improving both channels to better serve our clients.
Approximately 99% of transactions are conducted through
digital channels. However, product sales, especially on the
lending side, through digital channels for business customers
remain at a low level, presenting significant growth
opportunities. This year, we launched an end-to-end unsecured
digital loan solution for legal entities. While digital loan
offloading was at 2% as of December 2024, we see potential
for growth in the coming years and will focus on increasing
digital loan portfolio in the coming years.
Merchant solutions
Bank of Georgia is the leading payments acquirer in the
country. By prioritising user experience and service quality,
Bank of Georgia has focused on promoting digital payments
– encouraging more individuals to adopt cashless payment
methods and expanding its network of merchant clients.
Furthermore, we actively support merchants in embracing
digitalisation, fostering the growth of e-commerce businesses
in Georgia.
Another digital platform – Business Manager – was launched
in 2023, integrating Ads Manager, Payment Manager and
API Manager, and delivered promising results in 2024. Users
can manage payments, access transaction analytics, launch
and promote campaigns targeting Bank of Georgia’s retail
customers, and use Bank of Georgia’s API services.
In 2024, over 500 offers were launched through Ads Manager,
with 36.3% representing repeat usage. The platform’s adoption
has proven beneficial for businesses by facilitating offer
promotion and driving sales, while retail clients enjoy a broader
selection of incentives including cashback, discounts and
multiplied loyalty points.
57.1%
+2.2 ppts y-o-y
Acquiring market share by
volume (Dec-24)
GEL 19.6B
+31.2% y-o-y
Volume of transactions
in Bank of Georgia’s
acquiring (2024)
21.9K
+19.2% y-o-y
Active
merchants (Dec-24)
A key strength of our payments business is our leading position
on both the issuing and acquiring sides. On the issuing side,
customers prefer to pay with Bank of Georgia cards on Bank of
Georgia POS terminals because they can earn loyalty points –
creating a virtuous cycle.
We provide merchants and customers with a wide range of
online and offline payment solutions, including various types of
POS terminals, loyalty points, instalment plans, BNPL, as well
as Apple Pay, Google Pay and more.
In 2025, we will focus on three key areas:
Analytics
Supporting merchants in planning relevant offerings that drive
sales volume growth.
Quality
Ensuring high standards of service level agreements for both
software and hardware payments.
Alternative payment methods
Enhancing our offerings in alternative payment solutions,
including QR, instant payments and contactless payments
SME Banking
GEL 5.0B
+10.1 % y-o-y
Net loans
GEL 2.1B
+14.4 % y-o-y
Deposits
Portfolio dynamics
SME Banking gross loans by sector
Servic
e
15%
Agricultur
e
12%
Real estate managemen
t
11%
Hotels and
tourism
7%
Others
20%
Trade
17%
Construction materials
5%
Durable goods
5%
Consumer foods and goods
4%
Restaurants
4%
As at 31 December 2024, SME Banking’s net loans to customers
stood at GEL 5,011 million, up 10.1% y-o-y and up 9.3% y-o-y in
constant currency.

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Annual Report 2024 Lion Finance Group PLC
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Governance Financial Statements Additional Information
The SME portfolio is highly diversified, with the largest
portion consisting of trade, service, agriculture and real estate
management sectors. SME Banking’s NPLs to gross loans stood
at 3.5% as at 31 December, down 0.1 ppts y-o-y. The cost of
credit risk for the full year was 0.3% versus 0.7% in 2023.
59.7% of the gross loan portfolio is in GEL, 38.1% is in foreign
currency exposed to FX risk, while 2.2% is in foreign currency not
exposed to FX risk as borrowers earn income in foreign currency.
As at 31 December 2024, SME Banking’s deposit portfolio
stood at GEL 2,147 million, up 14.4% y-o-y, and up 13.2% y-o-y
in constant currency. 40.6% of the deposit portfolio was
dollarised, up 4.4 ppts y-o-y.
2024 developments
Our SME clients are highly digital, with 79.9% of our MAC
using business digital channels at least monthly as of
December 2024.
In 2024, we launched the first fully digital unsecured loan
designed for SME customers. As at 31 December 2024, the loan
portfolio balance had reached GEL 3.5 million. The approval
process for this digital loan is fully automated, reducing the
time required to secure a loan to just 2-3 minutes. Looking
ahead to 2025, we plan to further enhance digital lending by
introducing new features, including a secured loan product,
to better meet the evolving needs of SME customers.
One of the pain points for our SME customers was the need
to visit a branch and sign a contract after loan approval.
In response to customer feedback, we introduced a digital
signature process in our business digital channels, allowing
existing SME borrowers to complete the process without
visiting a branch. As a result, approximately 10% of
approved loans in the SME segment are now signed
through digital channels.
Approximately 62% of newly registered businesses choose to
open their bank accounts with Bank of Georgia. We further
streamlined and simplified the onboarding process for legal
entities in 2024, adding automation when opening an account
– this process, which previously took an average of three hours,
is now completed in just two minutes. This option is available
for resident individual entrepreneurs and resident simple LLCs
(where ‘simple’ means the founder must be a resident and an
individual entrepreneur).
Following registration we offer a comprehensive onboarding
journey, providing tailored offers and value-added services
designed to meet the specific needs of our new clients. To
enhance the use of our business mobile and internet apps, we
have also introduced chatbot and video-banking functionalities
in our digital channels.
Value-added services
To better support our SME clients we take a holistic approach
combining financial assistance with a range of value-added
services – all of which are consolidated into a single platform,
Business 360 (launched in early 2025). This simplifies navigation
for businesses and promotes relevant services tailored to
their specific needs – including targeted capacity-building
programmes in areas such as marketing and leadership,
as well as expert advice to help businesses navigate the
market effectively.
Clients can also access the Accounting Development
Programme, initiatives supporting women entrepreneurs, B2B
events, business courses, and other programmes designed to
foster growth and innovation. Additionally, we offer valuable
introductions and networking opportunities that can help
clients expand their reach and build connections within
their industry.
Corporate and Investment Banking (CIB)
GEL 8.3B
+28.5 % y-o-y
Net loans
GEL 6.6B
+30.8 % y-o-y
Deposits
Portfolio dynamics
CIB gross loans by sector
Energy
10%
Real estate
management
9%
Hotels and tourism
8%
Construction
materials
7%
Construction development
16%
Consumer
foods and goods
7%
Trade
6%
Industry
4%
Others
27%
Service
6%
As at 31 December 2024, CIB’s net loans to customers stood at
GEL 8,325 million, up 28.5% y-o-y or 26.3% in constant currency
– the highest growth rate among GFS segments.
CIB’s loan portfolio remains healthy, with the NPL ratio at 2.1%
as at 31 December 2024 – up 0.4 ppts y-o-y, primarily driven by
the default of a single corporate borrower. In 2024, the cost of
credit risk ratio was 0.4%, the same figure as in 2023, further
underscoring the high quality of the loan book.
CIB’s loan book is well-diversified, spanning all sectors of the
Georgian economy. The largest sectors by gross loans include
construction development, energy, real estate management,
hotels and tourism. The top 10 borrowers represented 6.8% of
Bank of Georgia’s total loan book, down 0.8 ppts y-o-y.
71.8% of the gross loan portfolio is dollarised – however, 38.9%
of the total portfolio is not exposed to FX risk as borrowers
earn income in foreign currency.
As at 31 December 2024, CIB’s deposit portfolio stood at GEL
6,579 million, up 30.8% y-o-y and up 29.3% y-o-y in constant
currency. 34.3% of the deposit portfolio was dollarised,
up 4.6 ppts y-o-y.
2024 developments
CIB clients often require sophisticated, tailor-made loan
solutions, requiring a thorough financial analysis for
most applications. To streamline this process, in 2024 we
implemented a fast-track application system designed to
identify low-risk clients based on predefined criteria. This
improvement allows us to generate credit reports for eligible
clients within a day – compared with the traditional process,
which can take longer. As a result, we have significantly reduced
the time-to-approval for certain loan disbursements, improving
efficiency and client satisfaction. We plan for about 30%
of loan applications to be processed through this fast-track
mechanism in 2025, further enhancing our ability to respond
quickly to client needs.
Our focus in 2025 will be on further digitisation to reduce
waiting times and enhance accessibility, making banking more
efficient and convenient for our clients.

24
Annual Report 2024 Lion Finance Group PLC
Strategic Report
Overview Strategy and Performance Sustainability Report Risk Management Going Concern and Viability Statements Overview of Financial Results
Galt & Taggart
JSC Galt & Taggart (G&T) is the Group’s investment banking
arm, operating in Capital Markets, Corporate Advisory,
Brokerage and Research, and consistently recognised as
Georgia’s leading investment bank.
Euromoney Best Investment Bank and
Best Securities House in Georgia in 2024
Capital markets
Galt & Taggart’s Capital Markets direction helps corporate,
institutional and government entities raise financing by tapping
local and international debt and equity capital markets. Galt
& Taggart advises clients on financing strategies for both
public and private debt and equity transactions, and provides
one-stop-shop assistance from origination to structuring and
financial closure. Our clients have access to an unparalleled
depth of distribution channels, including Galt & Taggart
Brokerage, Bank of Georgia Wealth Management and Bank of
Georgia SOLO clients.
In 2024, Capital Markets dominated the local capital markets
with 64% share – issuing 17 bonds of approximately GEL 1.4
billion. Galt & Taggart also participated as a co-manager in
two corporate Eurobond issuances from the Georgian market,
amounting to US$ 600 million.
Selected transactions
Co-managed Georgia Global
Utilities’ Green Eurobond
Georgia Global Utilities
US$ 300M
July-24, 8.875% Green Eurobonds
Co-manager, structurer and
distributor
Sole arranger of the largest
solely-arranged foreign-
currency-denominated
public transaction
IG Development
US$ 19.5M
Jul-24, 8.50% bonds
Sole arranger
Sole arranger of the largest
transactions on the Georgian
market (3 tranches)
EBRD
GEL 1.1B
December 2024, TIBR (flat) bond
Sole arranger and underwriter
Co-managed its first Tier 1
capital transaction
JSC Bank of Georgia
US$ 300M
April 2024, 9.5% AT1 notes
Sole arranger and underwriter
Corporate Advisory
The Advisory department of Galt & Taggart provides
comprehensive services in Mergers and Acquisitions (M&A),
Business Valuation and Strategic Advisory. With strong
knowledge of both local and regional markets and a proven
track record, Galt & Taggart’s team of corporate advisory
experts help our clients navigate complex financial transactions.
One of the highlight projects of the year was implementation
of the Capital Market Support programme in Armenia. This
programme is funded by the European Union and executed
by the European Bank for Reconstruction and Development
(EBRD), and Galt & Taggart was selected to lead its
implementation in Armenia, alongside Ameria Management
Advisory. Building on the success of a pilot programme in
Georgia, also implemented by Galt & Taggart, this new project
aims to strengthen local capital market infrastructure, enhance
regulatory frameworks and develop financial instruments that
drive market activity and investor confidence.
Brokerage
Galt & Taggart Brokerage gives clients access to local, regional
and international capital markets. We serve resident and non-
resident individual and legal entity clients, offering a variety
of investment products. Our product offerings are suitable
for affluent, mass affluent and high net worth individual
(HNWI) clients.
We offer two main services: Execution brokerage and
G&T Trader.
Execution brokerage
Offline brokerage service through which we provide equity and
fixed income trading capabilities for hard-to-reach markets.
G&T Trader
Online multi-asset trading platform – offering our clients
access to international capital markets and a full range of
investment products including:
Stocks/ETFs Bonds Futures
CFDs Options FX
In 2024, we launched an online application form for opening
accounts – a major step forward in our ambition to introduce
a fully digital onboarding process. The online form significantly
reduces completion time, with built-in validations mitigating
the risk of errors, and enhances the overall user experience.
We also added non-discretionary portfolio management
services to further expand our offering for HNWI clients. This
includes tailor-made portfolios based on clients’ profiles,
including risk appetite, investment time horizon and cash
management needs. We also monitor for corporate actions,
offer cash management suggestions, and provide quarterly
rebalancing ideas and one-on-one consultations with our
Capital Market Research Analysts.
Research
Galt & Taggart Research publishes weekly, monthly
and quarterly insights and analyses on global and local
macroeconomic developments, as well as sector-specific
reports. We also provide customised research solutions tailored
to clients’ needs, including analyses of various investment
opportunities.
To enhance our clients’ awareness and help them seize
investment opportunities in the financial markets, we have
refined our capital markets research products – including
weekly and quarterly updates. We continued to deliver
impactful research solutions and broadened our coverage to
include Georgia’s IT sector in 2024.
Our research products are also accessible on major proprietary
platforms including Bloomberg, Thomson Reuters, S&P Capital
IQ, FactSet and Tellimer – enhancing our global reach.

25
Annual Report 2024 Lion Finance Group PLC
Strategic Report
Governance Financial Statements Additional Information
Delivering tech-excellence
Achieving tangible business value through technological innovation, particularly with Artificial Intelligence (AI) and
increasingly, Generative AI, is central to our strategic vision. We are focused on embedding AI into everyday business
processes to drive efficiency, increase product sales, improve decision-making and enhance the customer experience. AI is
transforming areas such as risk management (100% of unsecured consumer loans underwriting is fully automated and
improvements are being made in other products), customer engagement (personalising offerings and interactions), and
operations (automating tasks and optimising workflows). Below please see specific examples of the measurable business
value being generated by these AI initiatives. We are committed to the responsible and ethical deployment of AI and
maintain robust model risk oversight and controls, as detailed in our Model risk section on pages 102 to 103.
Harnessing AI for business performance
BANK OF GEORGIA
HAS BEEN NAMED
THE WORLD'S BEST
DIGITAL BANK 2024
BY GLOBAL FINANCE
Operations and process efficiency
• Improving cash inventory
forecasting: Reduced excess cash
in ATMs and branches, achieving
double-digit declines in excess
GEL and US$ holdings without
impacting customer access
to funds.
• AI chatbot: Improved customer
service efficiency by deploying a
large-scale, in-house Georgian-
language chatbot, offloading 25%
of Contact Center volume in 2024.
• Speech-to-text: Streamlined call
analysis and quality assurance
by deploying a Georgian speech-
to-text engine, automating
transcription, categorisation, and
dissatisfaction flagging.
Customer acquisition
• Improving customer acquisition:
Used AI to create data-driven
estimates of the potential value of
non-primary clients, enabling more
targeted marketing.
Risk management
• AI-powered retail underwriting:
Transformed retail credit
underwriting with AI, achieving
almost 100% automation for
instalments and unsecured
consumer loans, exceeding 50%
automation for credit cards and
achieving strong progress in other
products, with further potential.
• SME underwriting: Automated
SME credit underwriting using
advanced modelling, facilitating
the launch of our first unsecured
SME digital loan.
• Fraud prevention: Deployed
AI models to flag and prevent
suspicious disbursement activity
in real time.
• Collections: Optimised debt
recovery processes with AI-driven
models that improve recovery
performance and reduce cure rates.
Cross-sales and digital experience
• Product sales: Drove more effective
product cross-selling using AI-enabled
targeted recommendations.
Strategic GenAI Initiatives for 2025
• Enterprise-wide GenAI Assistant
Deployment: Increase employee
productivity through intelligent
assistants enabling seamless
knowledge access and text-based
workflow automation.
• IT Efficiency Optimisation:
Accelerate development cycles with
GenAI-powered solutions.
• Client Experience Enhancement:
Build sophisticated GenAI
assistants to empower frontline
staff to deliver tailored financial
guidance and personalized
recommendations.
• Intelligent Contact Center
Analytics: Enhance customer
service quality by analyzing contact
center interactions, identifying
satisfaction issues, and generating
actionable insights.
• Enhanced Mobile Chatbot:
Transform digital engagement
with an advanced conversational
AI capable of understanding
complex queries and increasing
first-contact resolution.

26
Annual Report 2024 Lion Finance Group PLC
Strategic Report
Overview Strategy and Performance Sustainability Report Risk Management Going Concern and Viability Statements Overview of Financial Results
AFS represents the Group’s operations in Armenia and is its second-largest Business Division. At its core is Ameriabank, acquired
at the end of March 2024. The fast-growing Armenian market offers significant potential, especially in the retail segment. AFS
leverages Ameriabank’s established position and the broader market’s untapped opportunities to strengthen the Group’s regional
presence and drive sustainable growth.
Armenian Financial Services
Ameriabank CJSC
Retail Banking Trading and InvestmentsCorporate and Investment Banking
A leading universal bank that offers:
Comprises
Net loans
Dec-24, Ameriabank CJSC standalone
Loans to
retail clients
45.2%
GEL 9.3B
Loans to
corporate clients
54.8%
Customer deposits
Dec-24, Ameriabank CJSC standalone
Deposits to
retail clients
54.1%
GEL 7.9B
Deposits to
corporate clients
45.9%
Ameriabank maintains competitive market positions in Armenia
Dec-24Dec-22 Dec-23
17.6%
19.6%
20.9%
Dec-24Dec-22 Dec-23
16.2%
17.3%
18.5%
Market share – loans to customers
1
Market share – customer deposits
1,2
Source: Financial statement of local banks
as it delivers on its strategic objectives
231.6K
Digital MAU (retail)
25.2K
Digital MAU (legal
entities)
77
NPS (average
2024)
3
and drives profitable growth at AFS
GEL 230.2M
Profit (adjusted)
4
20.6%
ROAE (adjusted)
4
49.7%
Cost:income ratio
To view a comprehensive overview of financial performance at AFS in 2024, see
pages 109-110 in Overview of financial results.
1
Ameriabank’s 2023 and 2022 figures given for informational purposes only as it was not part of the Group as at 31 December 2023.
2
Including issued local bonds.
3
Ameriabank’s NPS figure is based on internal monthly surveys.
4
The 2024 figure represents the year-to-date performance since the consolidation of Ameriabank CJSC on March 31, excluding a one-off GEL 672.2 million item, comprising a
bargain purchase gain and acquisition-related costs in AFS.
Armenian Financial Services (AFS)

27
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Governance Financial Statements Additional Information
Retail Banking (RB)
Retail Banking at Ameriabank serves individuals and smaller-
scale SMEs, and unlocking its potential is a key strategic priority
for the Group. The acquisition of Ameriabank was driven, in part,
by the potential for growth in Retail Banking, as Ameriabank
continues to focus on expanding its customer base and increasing
engagement. To that end, Ameriabank has significantly invested
in digitalisation, resulting in high growth rates.
357.0K
+22.4 % y-o-y
MAC
231.6K
+54.4 % y-o-y
Digital MAU
2024 developments
As at 31 December 2024, standalone Ameriabank’s Retail loan
portfolio grew by 43.3% y-o-y in constant currency to GEL 4.2
billion, while the deposit portfolio increased by 14.0% y-o-y in
constant currency to GEL 4.3 billion. Mortgages make up the
largest share of Ameriabank’s Retail Banking loan portfolio,
recording a 49.6% y-o-y growth in constant currency.
Ameriabank continues to lead the market in mortgage lending,
with a market share of approximately 23% as at 31 December
2024, up from approximately 22% a year earlier. To further
enhance its services, the Bank has developed a digital mortgage
platform featuring offers from partner construction companies.
This platform allows customers to search for properties and
complete the mortgage process online, providing an end-to-
end digital experience that includes personal account creation,
booking application, construction company approval, loan
application, bank approval, onboarding/identification, contract
signing, and notarisation. In 2024, approximately 50% of loans
issued for purchasing real estate on the primary market were
processed through this platform.
In 2024, Ameriabank prioritised enhancing its digital channels,
with a special focus on MyAmeria – a new mobile app for
retail customers. Key innovations included integrating BNPL
functionality, enabling customers to apply for on-demand limits,
and introducing pre-approved overdraft limits. These additions
expand the Bank’s digital lending product offerings. The team
remains focused on broadening the scope of end-to-end digital
lending solutions.
To drive adoption of MyAmeria, Ameriabank has made key
features—such as the digital wallet—accessible for users
without an account at Ameriabank. At the same time, the
bank is investing heavily in optimising the app’s user experience
and interface to ensure a simple and intuitive digital journey.
The share of products sold
digitally increased to
46.9%
in Dec-24, compared with 42.9% a year ago
Looking ahead, we envision MyAmeria evolving into a
comprehensive digital universe that anticipates and caters to
the diverse needs of our customers and integrates seamlessly
into our customers’ daily lives.
We recognise significant growth potential within specific
customer segments, including school and university students,
mass affluent, self-employed and those living in regions
outside Yerevan, Armenia’s capital. By continuously innovating,
enhancing inclusivity and expanding MyAmeria’s functionality,
Ameriabank is well-positioned to lead Armenia’s digital
banking transformation.
SMEs
In 2024, Ameriabank continued to empower Armenian SMEs
through the ongoing development of our MyBusiness platform.
We implemented a single sign-on for all types of digital
business products, providing a unified user experience, and
completely redesigned online scoring-based lending for SMEs –
allowing users to open an account and apply for a business
loan through MyBusiness.
Share of customers
onboarded through
MyBusiness
20.4%
Share of digital
Business loans
23.7%
Ameriabank operates the largest ATM network in Yerevan and
the largest network of virtual point of sale (vPOS) terminals
in the country, as well as one of Armenia’s largest networks
of POS terminals.
We provide SMEs with end-to-end digital payment
solutions, including merchant infrastructure setup, advanced
functionality, and an analytical toolkit that includes:

28
Annual Report 2024 Lion Finance Group PLC
Strategic Report
Overview Strategy and Performance Sustainability Report Risk Management Going Concern and Viability Statements Overview of Financial Results
Online activation of
PhonePOS services
(smartphone as a POS
terminal)
Online activation
of vPOS
Activating POS services on
cash registers
Installing POS terminals
Corporate and Investment Banking (CIB)
Corporate Banking
As the leading corporate and investment bank in Armenia,
we offer a comprehensive suite of lending, transactional, and
trade finance products, coupled with expert advisory services
for managing and structuring complex transactions. Our
deep industry knowledge allows us to support the Armenian
economy’s sustainable development by serving the largest
corporate clients and financing the most strategic projects.
CIB aims to maintain market leadership, capture a larger share
of our clients’ financial activity, diversify revenue streams by
focusing on non-interest income, expand its SME, trade finance,
and leasing client base, and continuously develop relevant
digital solutions.
32.2K
+11.6% % y-o-y
MAC
25.2K
+23.7% y-o-y
Digital MAU
2024 developments
CIB maintains a diversified loan portfolio with strength across
all key sectors of the Armenian economy. As at 31 December
2024, CIB’s loan portfolio increased by 29.1% y-o-y in constant
currency to c.GEL 5.1 billion and deposit portfolio increased
by 43.1% y-o-y in constant currency to c.GEL 3.7 billion, versus
December 2023.
In 2024 CIB adjusted its coverage model to make it more
efficient for both client relationships and sales. The main
objective was to get closer to clients, better identifying their
needs and increasing the number of products used per client
– maximising the Bank’s wallet at a client level. In parallel,
CIB created several tools to better analyse client data and
accelerate decision making.
Investment Banking
Ameriabank continues to lead the local investment
banking sector, providing a variety of products and services
encompassing mergers and acquisitions, capital markets, and
corporate finance.
Notably, Ameriabank served as the sole arranger for two US$
30 million green bond tranches issued by Electric Networks of
Armenia, with an additional c. US$ 36 million in bonds finalised
in early 2025, comprised of two tranches of US$ 20 million and
c. US$ 16million
1
.
Electric Networks of Armenia CJSC
c.US$ 96M
Four tranches (including two green bond tranches) issued between Jul-Nov
Sole arranger
Furthermore, Ameriabank also acted as the lead manager
and arranger for Telecom Armenia OJSC’s US$ 75 million
sustainability-linked bonds, marking the first of their kind
in Armenia.
Telecom Armenia OJSC
c.US$ 75M
Three tranches issued in Dec
Lead manager and arranger of the first sustainability-linked bonds in Armenia
As of year-end 2024, Ameriabank held a 26.9% market share
of total corporate bonds circulated locally.
Ameriabank itself issued and placed 14 bond tranches during
the year, totalling US$ 194 million.
c.US$ 194M
In bonds issued across 14
tranches in 2024
Trading and Investments
Trading
Throughout the year, Ameriabank reinforced its leadership
in trading operations through adaptability, continuous
innovation, and a diverse product range. The Bank is a leading
FX dealer and an active market-maker in both corporate and
government securities.
Investments
Ameriabank’s brokerage team continued to enhance MyInvest,
Armenia’s first in-house retail brokerage app embedded within
MyAmeria, providing clients access to both international and
local markets. The app’s unique features, including bond-trading
capabilities, provide Ameriabank a competitive advantage
among the mass affluent and high-net-worth individuals in
Armenia – our primary customer segment. These individuals
often face challenges in seeking investment opportunities,
including limited financial literacy and a lack of understanding
of financial markets and investment strategies. To address
these pain points, Ameriabank has focused on:
EDUCATIONAL RESOURCES
Offering user-friendly, high-quality financial
literacy content to help customers understand
the fundamentals of investing.
EXPERT ADVISORY SERVICES
Delivering personalised guidance to empower
clients to make informed investment decisions.
STREAMLINED ACCESS TO INVESTMENT OPPORTUNITIES
Offering a single platform integrating both local
and international securities, enabling clients to
easily diversify their portfolios.
1
Tranche denominated in AMD 6.2 billion; converted to USD for presentation.

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Governance Financial Statements Additional Information
Other Businesses includes smaller subsidiaries of the Group,
including JSC Belarusky Narodny Bank (BNB), a banking
subsidiary in Belarus serving retail and SME clients, and
JSC Digital Area – a digital ecosystem in Georgia including
e-commerce marketplace, ticketing marketplace, and inventory
management SaaS solution for merchants.
BNB
JSC Belarusky Narodny Bank provides banking services to SMEs
and middle-income retail customers in Belarus.
For the full year of 2024, BNB reported a profit of GEL 41.3
million, up 37.3% y-o-y.
As at 31 December 2024, BNB’s equity amounted to GEL 181.0
million, up 38.3% y-o-y.
As at the same date, BNB’s Tier 1 and Total capital adequacy
ratios were 10.7% and 17.2%, respectively – exceeding the
National Bank of the Republic of Belarus’ (the ‘NBRB’)
minimum requirements of 7.0% and 12.5%, respectively.
In 2025, BNB will focus on increasing the number of retail and
SME clients, as well as improving operational efficiency through
process automation and enhanced digital services.
Digital Area
JSC Digital Area is a holding entity comprising a digital
ecosystem of multiple portfolio companies designed to amplify
customer-centric services. Digital Area guides these companies
towards maturity, defining and implementing tailored
strategies and business plans, and ensuring execution.
The ecosystem includes the following business verticals:
A streamlined
POS and inventory
management
SaaS solution
A lifestyle and events
ticketing marketplace
in Georgia
A leading
e-commerce
marketplace
in Georgia
A programme
dedicated to
accelerating early-
stage startups
Optimo:
Biletebi.ge:
Extra.ge:
500 Georgia:
Optimo
Optimo achieved significant expansion in 2024, increasing its
sales points by 22.8% y-o-y to 3,624 across 39 cities in Georgia
and bolstering its regional footprint with a new office in
Batumi. The company enhanced its portfolio of value-added
services by establishing collaborations with over 20 partners
from various business sectors.
Optimo also continued its international growth trajectory. In 2023
the company entered Uzbekistan – an expansion supported by
extensive product localisation efforts – and its Tashkent office
has become an essential operational hub, driving local sales,
customer acquisition and targeted marketing campaigns.
This strategic move capitalises on the Uzbek market’s potential
and gives Optimo a first-mover advantage in this high-growth
– yet untapped – environment. Encouraged by its success here,
the company is now exploring opportunities to expand into other
foreign markets.
3,927
+ 33.3% y-o-y
Points of sale (Georgia and Uzbekistan)
Extra
Extra is a leading e-commerce platform in Georgia offering
more than 200,000 products across 20 categories and
facilitating B2C transactions – efficiently linking merchants
with a broad consumer base and enhancing the digital shopping
experience with seamlessly integrated payment solutions.
In 2024, Extra launched ‘Extra Express’ – providing deliveries in
just 35-50 minutes for a wide range of essential products across
nine categories, including groceries and personal care items. This
service is integrated in both Extra’s mobile app and website.
GEL 25.0M
+ 56.3% y-o-y
Gross Merchandise
Value (GMV)
Biletebi.ge
Acquired in 2023, Biletebi.ge is one of the leading ticketing
platforms in Georgia. It offers sales and distribution services
for a variety of events including concerts, theatre productions,
sports and cultural festivals – and is currently the second-
largest player on the market.
In September 2024, Biletebi.ge launched an updated website
and a mobile app with enhanced user experience, advanced
functionality and streamlined processes designed to simplify
the customer journey.
Digital Area aims to transform Biletebi.ge into a popular
lifestyle platform in Georgia in the years ahead. This strategy
includes the rollout of new services and features that will
elevate Georgia’s lifestyle landscape – including curated event
recommendations, exclusive offers and strategic partnerships.
500 Georgia
Started in 2020 by Lion Finance Group PLC (then Bank of
Georgia Group PLC) – in partnership with 500 Global and
Georgia’s Innovation and Technology Agency (GITA) – the 500
Georgia acceleration programme promotes entrepreneurial
culture in Georgia and supports both Georgian and
international early-stage startups in the region to access
networking, mentoring and capital.
In November 2022, Digital Area committed US$ 5 million to the
US$ 20 million 500 Georgia Fund to support the development
of up to 120 nascent startups – with all funding to be raised by
the end of 2025. In 2024, US$ 1.3 million was disbursed to 13
companies – bringing the total across five rounds of investment
to US$ 5.6 million to 56 startup ventures since 2022.
Since 500 Georgia’s inception, Digital Area has acquired stakes
in 83 startups – and has already successfully exited five of
them. The programme will continue to focus on cultivating high-
impact startups and positioning Georgia as a regional hub for
innovation and startup development.
83
Startup participants since inception
In 2024 – 20
Other Businesses

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Annual Report 2024 Lion Finance Group PLC
Strategic Report
Overview Strategy and Performance Sustainability Report Risk Management Going Concern and Viability Statements Overview of Financial Results
Stakeholder engagement
Stakeholder engagement happens through various channels
including regular surveys, meetings and forums, ensuring
feedback is regularly reviewed and incorporated into
strategic planning. In the following pages we describe typical
engagement methods, the main topics that came up during
these engagements in 2024, and how we acted on feedback
to deliver value for our key stakeholders while ensuring the
sustainability of the Company.
The Board places strong emphasis on understanding the needs
and perspectives of different stakeholder groups – employees,
customers, investors, communities, governments and regulators
– as part of its commitment to promoting the Company’s long-
term success. While some stakeholder engagement is conducted
at the Group level, we recognise that the stakeholders based
in the Group’s core markets of Georgia and Armenia require a
tailored approach. Accordingly, Bank of Georgia and Ameriabank
address specific customer, employee and community concerns
locally, ensuring their strategies for engaging at a national level
are relevant and responsive to their markets.
Section 172(1) statement
In accordance with Section 172(1) of the Companies Act 2006, this statement
explains how the Directors have performed their duty to the Company while having
due regard to the factors set out in Section 172(1)(a) to (f). It provides an overview of
how these considerations have informed key decisions and shaped the Company’s
strategy in the interest of long-term success.
How the Board fulfils its Section 172 duties
The Board is responsible for the long-term success of the
Company and recognises that positive engagement with
stakeholders is key to building a resilient and sustainable
organisation. In understanding our stakeholders’ concerns and
priorities, we can work closely with them to achieve our mutual
goals, create shared value and proactively provide support.
We engage with our stakeholders through internal and external
channels. The Board welcomes and regularly reviews feedback
from stakeholders when making strategic decisions, with an
awareness that different stakeholders may have competing
priorities. Our stakeholder engagement processes assist the
S172 factor Relevant disclosures
The likely consequences of any long-term decision Strategic focus pages 11 to 16, 113 and 137
Succession planning pages 113, 118 and 128 to 129
Governance changes pages 114 and 144
The interests of the Company’s employees Culture page 117
Diversity and inclusion pages 81 to 83, 112, 118 and 131 to 132
Workforce engagement pages 32, 81 to 88 and 130
Workforce remuneration pages 37 and 152
The need to foster the Company’s business
relationships with suppliers, customers and others
Engagement with stakeholders pages 114 and 116
Meetings with the auditors page 143
External Auditor effectiveness page 142
The impact of the Company’s operations on the
community and the environment
Engagement with stakeholders pages 114 and 116
The desirability of the Company maintaining a
reputation for high standards of business conduct
Culture page 117
Whistleblowing pages 47 and 143
Risk Report pages 145 to 149
Conflicts of interest page 185
Code of Conduct and Ethics pages 47 and 185
Significant agreements page 185
Internal effectiveness evaluation pages 133 to 134
Statement of UK Corporate Governance Code compliance page 114
The need to act fairly between members of
the Company
Strategic focus page 113
Share capital and rights attaching to the shares page 183
Results and dividends page 184
Board in understanding what matters most to our stakeholders
and enables the Board to choose the course of action that will
ensure the success of the Group in the long term. You can read
more about stakeholder engagement on pages 32 to 35.
The Board considers any current or emerging risks regarding
each stakeholder group as part of the overall principal risk
assessment, which is described on pages 95 to 104.
In performing their duties during 2024, the Directors have had
regard to the matters set out in Section 172 of Companies Act
2006. You can read more on how the Board had regard to each
matter during the year on pages 30 to 37.

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Annual Report 2024 Lion Finance Group PLC
Strategic Report
Governance Financial Statements Additional Information
Who are our key stakeholders?
Employees
The commitment, passion and
skills of our people are essential to
serving our customers, supporting
our communities and driving
business success. We engage with
employees to foster a values-driven,
inclusive and diverse workplace
where they feel empowered and
supported. We strive to be employer
of choice that attracts, develops
and retains top talent and ensures
equal opportunities for all.
Communities
We are dedicated to supporting the wellbeing of the
communities where we live and work. Engaging with them
allows us to understand their needs, contribute to local
development and promote positive social change. Through
our commitment to sustainability, financial inclusion and
social initiatives, we aim to foster stronger, more resilient
communities while upholding our values as a responsible
and trusted business partner.
Governments and regulators
We operate in a highly regulated environment and engage
with governments and regulators to ensure compliance,
uphold high governance standards and act ethically. Open
dialogue helps us build trust, support regulatory goals and
contribute to a stable financial system.
2024 key highlights
Bank of Georgia’s eNPS stood at 54 at
year-end 2024 (versus 56 at year-end 2023).
Ameriabank’s eNPS stood at 57 at year-
end 2024.
2024 key highlights
Through Bank of Georgia and Ameriabank, we have established strategic
partnerships to promote education – particularly in science, technology,
engineering and mathematics (STEM).
2024 key highlights
The FRC Review of Corporate Reporting published in November 2024 cites
the Company as a positive demonstration of early compliance with new
remuneration Provisions of the 2024 UK Corporate Governance Code.
Customers
We are a customer-centric
organisation. We design our
products and services with
customers in mind, continuously
review and respond to feedback,
and always strive to anticipate
their wants and needs. Engaging
with our customers allows us to
enhance their experience, ensure
our offerings remain relevant and
strengthen trust. By creating value
for customers through tailored
financial solutions and proactive
support, we drive sustainable
business success.
2024 key highlights
Bank of Georgia achieved record high NPS
levels in 2024, according to external research –
hitting 71 in June 2024 and stabilising at
67 by year-end (up from 59 recorded at
year-end 2023).
Investors
Attracting long-term investment
is key to the Company’s success
and sustainability. We engage with
investors and potential investors to
maintain their trust and support,
remaining transparent, upholding
high standards of corporate
governance, operating ethically
and consistently delivering strong
performance and returns. This
ensures continued access to capital,
strengthens our financial position
and supports long-term growth.
As at December 2024, some of our
top stakeholders include JP Morgan
Asset Management, Dimensional
Fund Advisors, BlackRock
Investment Management (UK),
Vanguard Group Inc., and M&G
Investment Management.
2024 key highlights
The Group paid an interim dividend of GEL
3.38 per share in October 2024. The Board
intends to recommend a final dividend of GEL
5.62 per share at the 2025 Annual General
Meeting (AGM). Additionally, GEL 181 million
was distributed through a share buyback and
cancellation programme from 2024 earnings.
The share price saw a 18.5% y-o-y increase,
rising from GBP 39.75 to GBP 47.10 at year-
end 2024.
Suppliers
While the Group does not consider suppliers to be one of its
principal stakeholders, Directors acknowledge their relevance
to the business and take their interests into account where
appropriate. The Board receives reporting from management
on supplier-related matters, which supports oversight and
awareness of supply chain developments.
Our engagement with suppliers is guided by principles of
fairness and sustainability. We carry out environmental and
social due diligence on key suppliers, and promote responsible
engagement with non-employee workers. Further details are
available in the Working with suppliers section from page 48
to page 49 of our Sustainability Report.

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Annual Report 2024 Lion Finance Group PLC
Strategic Report
Overview Strategy and Performance Sustainability Report Risk Management Going Concern and Viability Statements Overview of Financial Results
EMPLOYEES
Engagement
• eNPS surveys, engagement surveys, culture surveys and
employee focus groups.
• 360° performance, competencies review and KPI evaluations.
• Independent whistleblowing system with reports to the
Audit Committee.
• Personal interviews with employees, including exit interviews.
• Quarterly product milestone reviews.
• Communications through various work channels including
email newsletters.
• Hanna Loikkanen, as the dedicated Non-executive Director
for workforce engagement, facilitates the Employee Voice
meetings, providing an opportunity for employees to meet
the Board. During the year Mel Carvill, Hanna Loikkanen and
Mariam Megvinetukhutsesi attended an Employee Voice
meeting. Read more on page 117 in Directors’ Governance
Statement of the Governance section.
• Employee engagement initiatives, including town halls with
managers and CEO live Q&As.
Performance information provided to Directors
• Employee satisfaction and engagement survey findings.
• Monitoring and reporting of compensation trends on
the market.
• Diversity monitoring and reporting.
• Whistleblowing and grievance mechanism review with
reports to the Audit Committee.
• Gender pay gap reporting.
Who engages?
• Human capital/HR functions within each subsidiary of the
Group is responsible for overseeing the employee experience
and feedback gathering at its respective organisation.
• In 2024 Bank of Georgia held an Executive Exploration
Workshop to review the results of the Cultural Values
Assessment (CVA), involving volunteers from middle
management. The workshop was facilitated by an external
consultancy and included four groups with up to 40 middle
and senior managers.
• The CEO and other members of Executive Management at
Bank of Georgia and Ameriabank hold town hall meetings
and engage with managers and other employees.
• Senior Independent Non-executive Director and other Non-
executive Directors attend Employee Voice meetings.
What they tell us matters to them
• Development opportunities
• Recognition and appreciation
• Competitive and fair compensation
• Work-life balance
• A positive and inclusive workplace culture
How we delivered on their feedback this year
• Enhancing employee satisfaction through
compensation andincentives:
We place great importance on employee feedback and are
committed to ensuring our compensation practices are fair,
competitive and aligned with market standards.
We mentioned in our 2023 Annual Report that, in response to
employee feedback, Bank of Georgia implemented a salary
increase for certain mass positions to ensure market alignment.
Recognising that compensation remains one of the key areas
highlighted in eNPS surveys, we continued to monitor labour
market trends, adjust pay where needed and ensure our
compensation practices remain competitive.
Ameriabank also conducts comprehensive compensation
reviews and adjusted wages, if and where needed.
• Celebrating employee achievements:
We believe our employees thrive when their efforts are
acknowledged, and we are committed to fostering a culture of
appreciation and recognition.
At Bank of Georgia insights from employee engagement
revealed a strong culture of teamwork across the organisation
but also highlighted that employees had a desire for more
meaningful opportunities to celebrate achievements and
milestones. To address this we introduced an updated team-
building framework, focused on fostering live and formal
interactions that celebrate success. Many managers have
already embraced the framework and shared positive
feedback on its impact, while offering suggestions for
further development.
To celebrate outstanding performance and motivate our
teams, Ameriabank established a Quarterly Recognition
Programme for branches and customer-care employees –
ensuring exceptional contributions are highlighted and valued,
and reinforcing a sense of pride and engagement. In 2024
Ameriabank also conducted over 20 targeted team-building
sessions, bringing together teams from both the front and
back office to foster a sense of community and enhancing their
ability to work cohesively and effectively.
• Fostering a culture of feedback and collaboration:
In 2024 at Bank of Georgia we hosted a workshop for the
Executive Management team focused on giving and receiving
feedback, enhancing leadership’s ability to foster a culture of
open communication. We plan to introduce feedback guidelines
for managers to support performance, development and
stronger team connections.

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Annual Report 2024 Lion Finance Group PLC
Strategic Report
Governance Financial Statements Additional Information
CUSTOMERS
Engagement
• Internal NPS and customer satisfaction (CSAT) surveys,
third-party NPS survey at Bank of Georgia.
• Brand research and focus groups.
• Telephone calls and interviews.
• Informal client feedback communicated by bankers and
relationship managers.
• Customer complaints management.
Performance information provided to Directors
• NPS highlights and findings.
• Quarterly reports on information security and
data protection.
• Quarterly whistleblowing reports to the Audit Committee.
Who engages?
• The Board reviews customer satisfaction measures quarterly
and discusses how they compare against key competitors.
• Data and information security is a key responsibility of the
Group, therefore key metrics regarding performance are
discussed quarterly at the Risk Committee.
• Direct engagement with customers is mostly delegated to
local teams.
What they tell us matters to them
• Receiving relevant solutions based on their needs.
• Clear and transparent product and service descriptions
and fees.
• Uninterrupted access to digital and payments services.
• Timely and professional responses to their queries and
resolution of issues.
How we delivered on their feedback this year
• Enhancing digital banking through customer feedback:
In response to customer feedback received mainly through
Medallia software at Bank of Georgia, we introduced several
enhancements to the retail financial superapp – BOG App
– in 2024. To make cash withdrawals more convenient, we
implemented a QR functionality, allowing customers to use
the app to withdraw money from ATMs. We also expanded
remittance services by allowing users to not only receive but
also send remittances through the app. In addition, our business
clients requested the addition of a chat function to our Business
mobile app. This feature was already available for retail clients
and was added to the Business mobile app in 2024.
At Ameriabank we addressed key issues raised by clients
regarding features in the MyAmeria mobile app. Based on
their feedback we introduced several enhancements, including
the ability to repay loans at other banks, expanded payments
options for utilities and budget payments, and added
digital features for deposit replenishment and termination.
Additionally, we implemented a free QR code encashment
option as an alternative to ATM card withdrawals, allowing
clients to securely withdraw cash using a code generated in
the app, thereby eliminating the need for a physical card and
providing the flexibility to access funds from any linked account.
• Improving the card delivery process:
In the 2023 Annual Report, we mentioned that inefficiencies in
the card delivery process were a pain point for retail customers
at Bank of Georgia, reflected in the relatively lower share
of cards being sold digitally and customer dissatisfaction
when opting for card delivery. To address this we initiated
a partnership with new vendors in the second half of 2024,
ensuring two vendors now cover delivery services across Tbilisi
and Georgia’s regions. We assessed customer satisfaction with
the new process in December 2024 – CSAT for card delivery
stood at 95% in December 2024.
INVESTORS
Engagement
• Quarterly results announcements, half-year and full-year
results and the Annual Report.
• Regular announcements via RNS.
• Quarterly results conference calls with investors
and analysts.
• Investor roadshows (two CEO roadshows in 2024).
• Attendance at investor conferences.
• Individual investor meetings, virtual and face-to-face
(including participation by the Chair of the Board), and site
visits in Georgia and Armenia.
• Engagement calls with proxy agencies and engagement with
and responses to their reports.
• General Meeting (one in 2024) and AGM (one in 2024),
including the opportunity to submit questions and receive
answers in advance, and discussions with shareholders at
the AGM.
• Shareholder and stakeholder consultation on the proposed
Directors’ Remuneration Policy and associated remuneration
proposals – see pages 159 to 160.
Performance information provided to Directors
• Investor Relations updates including roadshow feedback.
• Proxy ratings and reports and updates on guidelines (ISS,
Glass Lewis, IVIS and PIRC).
• Reports on Remuneration Policy review meetings
and engagement.
• Share price dynamics updates provided quarterly.
• Consensus updates.
Who engages?
• This is a shared responsibility for all Directors of the Board.
Engagement is predominantly led by the CEO, supported by
the Investor Relations team. The Chairman attends the AGM
as well as some meetings during roadshows, and the Chairs
of the Committees make themselves available to meet
investors upon request, or if needed.
• The Chair of the Remuneration Committee offers meetings
on Remuneration Policy matters and proposed changes to
the Group’s Remuneration Policy, and led the shareholder
consultation, with the Chair of the Board, who also sits on
the Remuneration Committee, also participating.

34
Annual Report 2024 Lion Finance Group PLC
Strategic Report
Overview Strategy and Performance Sustainability Report Risk Management Going Concern and Viability Statements Overview of Financial Results
What they tell us matters to them
• Macroeconomic, political and geopolitical risks.
• Strategy and business model, particularly regarding
future growth opportunities and customer franchise
development.
• Financial performance and returns.
• Capital returns policy.
• Strategic objectives in Armenia and Ameriabank’s
integration and performance following the acquisition.
• Strength of corporate governance.
• ESG performance and impact measurement.
How we delivered on their feedback this year
• Demonstrating strategic alignment:
The strength of the Group’s business performance during
2024 has been well received by investors. We delivered on
our commitments, exceeding our ROAE target of 20%+ with
adjusted figure of 30.0% for full-year 2024
1
, while also achieving
solid loan book growth of 21.4% in constant currency
2
, well
above our c.15% target.
• Proactive engagement amid political uncertainty:
Geopolitics and local political developments in Georgia,
particularly around the October 2024 Parliamentary elections,
remained top-of-mind for our investors. The high level of
uncertainty has weighed significantly on investor sentiment.
However, investors have been pleasantly surprised to see the
continued strength of the economy – although most recently
concerns have arisen regarding the outlook for tourism and
devaluation pressure on the Georgian Lari. The CEO and
the Investor Relations team have consistently engaged with
investors, including the top 10 largest shareholders, during
these volatile periods, discussing the main developments and
their impact on the Group.
• Delivering sustainable growth and consistent capital
returns:
Investors expect us to balance sustainable growth with strong
profitability and robust capital distribution policy. Over the
last few years we have specifically engaged our shareholders
on how we should return excess capital to them, leading to our
combination of regular dividend coupled with a share buyback
and cancellation programme. In 2024 we continued to deliver on
these priorities with significant balance sheet expansion, driven
by the acquisition of Ameriabank, alongside sustained growth
in Georgia. We expect to continue investing in Ameriabank –
particularly in its IT capabilities and unlocking its retail potential
– and remain committed to maintaining our dividend payout
ratio within the 30-50% mid-term target, ensuring consistent
returns to our shareholders.
• Advancing our ESG commitments:
We are committed to strengthening our ESG strategy and
aligning it with shareholder expectations and global standards.
Building on the ESG materiality assessment conducted in 2023,
we took further steps in 2024 to improve transparency and
accountability and increased our focus on green lending – as
evidenced in the green loan portfolio KPI introduced for the
Group’s/Bank of Georgia’s CEO and Executive Management.
In 2024 we adopted IFRS S2 standards for climate-related
disclosures (see pages 60 to 81.) in our Annual Report, ensuring
more robust insights into how we address climate change.
• Investor-driven enhancements to remuneration:
The Remuneration Committee considered feedback on the
renewed Directors’ Remuneration Policy. The Company
engaged with 55% of the issued share capital, as well as other
stakeholders including proxy voting agencies and the NBG.
Feedback resulted in enhanced disclosure, clear minimum
hurdles to be achieved (in addition to KPIs) and fixing the
Group’s CEO’s salary and maximum bonus for the duration of
the proposed Policy.
Investors are generally comforted by the strength of corporate
governance throughout the Group and the strong levels of
oversight from the Board, as well as the regular availability of
Board members. During 2024, investor focus has been on the
translation of the Group’s policies into Ameriabank following its
acquisition, and the Group’s successful management through
the political uncertainties within Georgia and the wider region.
COMMUNITIES
Engagement
• Involvement in community activities and the development of
social impact programmes with charity partners.
• Attendance and participation at key sustainability events.
• Interviews with community partners and impact analysis.
Performance information provided to Directors
• ESG topics and feedback are regularly discussed at
Board meetings.
• Sustainability sections of the Annual Report are reviewed
and approved by the Board.
Who engages?
• Engagement is delegated to the CEO and Executive
Management in local markets. Bank of Georgia and
Ameriabank both have a dedicated function engaging with
third parties for a variety of philanthropic initiatives.
What they tell us matters to them
• Business support.
• Education.
• Responsible giving/charity.
• Protection of the environment.
1
The figure excludes a one-off GEL 672.2 million item, covering a bargain purchase gain and acquisition-related costs in Armenian Financial Services. Reported ROAE was 41.2%.
2
December 2024 y-o-y loan growth in constant currency is calculated using exchange rates as at 31 December 2023. Given Armenian Financial Services was consolidated in March
2024 following the acquisition of Ameriabank CJSC, its constant currency loan growth was measured from March to December. For Georgian Financial Services and other
businesses, the standard December-to-December approach applies.

35
Annual Report 2024 Lion Finance Group PLC
Strategic Report
Governance Financial Statements Additional Information
How we delivered on their feedback this year
• Nurturing talent through education:
Access to quality education is vital for personal growth,
innovation and economic development. However, children
in Georgia and Armenia – particularly those in underserved
regions – face significant barriers to educational opportunities.
Recognising this, Bank of Georgia and Ameriabank have
prioritised initiatives that equip younger generations with
the skills and knowledge needed to thrive in a rapidly evolving
global economy.
In Georgia, Bank of Georgia has continued to support a range
of STEM-related projects to address regional disparities in
education, continuing its partnership with Komarovi School
to conduct STEM School, a year-long online programme for
students in grades 7-11 providing scholarships for over 150
students from 11 regions. In 2024, a survey of STEM School
graduates revealed that 85% expressed interest in STEM
careers, underscoring the programme’s impact. Additionally,
we continue to invest in providing STEM areas in regional public
schools’ libraries and fund the STEM Olympiad in partnership
with Komarovi School, awarding fully equipped STEM areas
to winning schools. To further expand access, Bank of Georgia
funds international graduate scholarships and runs local
scholarship programmes across 22 partner universities in
six Georgian regions, currently supporting over 165 scholars
annually against its goal of exceeding 100 scholarships per year.
In Armenia, Ameriabank focuses on advancing STEM education
by supporting the Union of Advanced Technology Enterprises.
In 2024, Ameriabank donated funds to re-equip Armath
Engineering Laboratories, which operate in over 650 schools
across Armenia. These labs offer students hands-on training in
programming, robotics, 3D modelling and other essential tech
skills, empowering the next generation with tools to drive their
innovation and development.
• Promoting financial literacy:
Promoting financial literacy is integral to our goal of fostering
resilient communities and a stable financial system.
At Bank of Georgia, we leverage sCoolApp – our financial
mobile app for schoolchildren – as one of the channels for
financial education. With over 146,000 MAU as at December
2024, sCoolApp provides weekly educational stories tailored
to young people in Georgia. In 2024 we surveyed Georgian
youngsters to gain insights into their financial behaviours and
preferences, revealing that 92% of respondents were eager to
learn more about budgeting and personal finance while 74%
expressed satisfaction with sCoolApp’s piggy bank feature.
Respondents also provided actionable feedback on enhancing
our app’s educational ‘Stories’, which we plan to incorporate
into future updates. For more information, see page 53 in the
Financial Inclusion section of the Sustainability Report.
At Ameriabank we leverage our social media channels and web
resources, including the MyInvest Telegram channel and Ameria
Blog, to promote financial literacy. These channels provide
tailored financial and investment news, tips and educational
content designed to meet the diverse needs of our audience,
helping popularise financial knowledge across Armenia.
• Shaping philanthropic impact initiatives together
with our community:
In 2024 Ameriabank launched the ‘My Ameria, My Armenia’
campaign, inviting public participation to allocate c. GEL 720K
1
from Ameriabank’s CSR and charity budget for 2025. Through
a universal voting system, clients and non-clients decided
which of the eight key sectors – including children’s healthcare,
education and sustainable development – should receive
funding, with client votes carrying ten times more weight. The
campaign, widely embraced by the Armenian society, concluded
in early 2025 and brought together 55,000 participants
– ultimately directing funds to children’s healthcare and
1
Ameriabank is set to allocate AMD 100 million to ‘My Ameria, My Armenia’ campaign. The figure is converted from AMD to GEL using the internally forecasted average 2025
AMD to GEL exchange rate.
education. The funds will be allocated to the two sectors pro
rata based on the voting results. This initiative highlights our
dedication to fostering community involvement and addressing
societal needs.
GOVERNMENTS AND REGULATORS
Engagement
• To deepen Board-level understanding of our regulators,
our Chair and Non-executive Directors formally meet with
banking regulators in the Group’s core markets. They met
with the NBG and the CBA during 2024.
• Regular meetings with the NBG take place at the Executive
Management level, with the CEO engaging directly on key
matters. The Group CEO also met with the Governor of
the CBA during 2024, after the acquisition of Ameriabank.
Similarly, local Executive Management in Armenia regularly
engages with the CBA on key matters – with material issues
escalated to the local Supervisory Board.
• The CEO of Bank of Georgia participated in policy dialogue in
Georgia through avenues including the Banking Association
of Georgia and the Business Association of Georgia. In
these matters the CEO is often assisted by other Executive
Management members.
Performance information provided to Directors
• Regulatory matters are regularly discussed by the Board.
Legal and regulatory updates including major changes or
issues are presented quarterly to the Board by the Group’s
Chief Legal Officer (CLO).
• Directors are informed of all material litigation and
significant regulatory engagement via reporting from the
Group’s CLO.
Who engages?
• Engagement is delegated to the CEO and Executive
Management in the local markets. The Board usually
engages with the NBG and the CBA, if and when needed,
and during their visits to Georgia and Armenia.
How we delivered on their feedback this year
• Engagement with the NBG and the CBA ahead of and
during the acquisition of Ameriabank.
• The Audit Committee and Risk Committee received regular
updates on sanctions compliance and AML, and oversaw
enhancements in these areas.
• The Risk Committee considered the General Risk Assessment
Programme (GRAPE) assessment from the NBG and
discussed progress against the matters raised by the NBG.
• The Nomination Committee and the Board remained
cognisant of the NBG independence requirements and the
impact of this on succession planning, including the extension
of independence from seven-year to nine-year tenure.
• The Directors received updates and oversaw continued
adherence to legal and regulatory requirements.
• The General Counsel UK concurred with the FRC’s request
to include the Company’s early compliance with the 2024 UK
Corporate Governance Code as an example of good practice on
remuneration in the FRC’s Annual Review of Corporate Reporting.

36
Annual Report 2024 Lion Finance Group PLC
Strategic Report
Overview Strategy and Performance Sustainability Report Risk Management Going Concern and Viability Statements Overview of Financial Results
Principal decisions
Principal decisions are those taken by the Board that are
material, that have strategic importance to the Group or that
are significant to the Company’s key stakeholders.
This statement describes four examples of principal decisions
taken by the Board during 2024.
Acquisition of Ameriabank
Stakeholders impacted
Employees, customers, communities, investors, governments and regulators.
What was the decision?
Following extensive due diligence and Board discussions with
management and external advisors, in February 2024 the
Board unanimously recommended the conditional acquisition
of 100% of the total issued share capital of Ameriabank to the
shareholders of the Company.
How were stakeholders engaged and their interests considered?
Ongoing meetings between key investors and Board members
over the last few years had highlighted that there was
appetite and support for the Group’s excess capital to be
carefully deployed in growth opportunities, both by investing in
developing the existing business, and via potential acquisitions.
This supported the Board’s recommendation of the proposed
acquisition of Ameriabank. Following the announcement of
the transaction, the CEO met with a significant proportion
of the Company’s institutional shareholders ahead of a
planned Shareholder General Meeting. At the General Meeting
of the Company held on 14 March 2024, 83.60% of issued
share capital voted, with 100.00% of votes in favour of the
acquisition of Ameriabank.
Actions and outcomes
Following the acquisition, focus has been on overseeing the
integration of Ameriabank into the Group including alignment
on Group policies and practices in key financial and risk and
compliance areas. The acquisition presents a substantial
opportunity for growth and value, strengthening the Group’s
market position in both Georgia and Armenia.
During 2024, the Board received updates from management
regarding the integration of Ameriabank, including on the
roadmap for integration, risk, audit, finance and governance
items, and the Armenian economy. The Board also focused on
culture and on ensuring that employees feel part of the Group.
In September 2024, the quarterly Board and Committee
meetings were held at the Ameriabank headquarters office in
Yerevan, providing an opportunity for the Board to meet with
employees and senior management of Ameriabank. Regular
interactions also take place with the CBA to keep them up
to date with the status of the integration and to address
any questions.
During meetings with shareholders and investors throughout
the year, Board members and the CEO continued to actively
seek feedback on the acquisition. The Board received updates
from these meetings and noted that overall, the acquisition
had been well received in the market and was seen as a positive
transaction for the Group.
Further information regarding the acquisition and integration
of Ameriabank can be found in Ameriabank acquisition and
integration update on page 13.
Approving capital distributions
Stakeholders impacted
Investors, governments and regulators.
What was the decision?
The Board recommended a final dividend for the financial year
2023 and approved an interim dividend in respect of the period
ended 30 June 2024. In March 2024, the Board approved an
increase of up to GEL 100 million in its share buyback and
cancellation programme. In August 2024, the Board approved
the launch of a GEL 73.4 million share buyback and cancellation
programme.
The Board’s decisions were informed by the Company’s dividend
and capital distribution policy announced in September 2021,
including a payout ratio of 30%-50%, as well as by regular
updates on the Group’s financial and capital positions.
A key focus of Board-level discussions throughout the year was
the management of excess capital while balancing shareholder
returns and deployment for growth.
How were stakeholders engaged and their interests considered?
The Directors were mindful of their duties under section 172
in respect of capital distribution, and considered whether the
declaration of a dividend and the share buyback and cancellation
programme would support the long-term sustainable success
of the Company and align with investor expectations.
The financial implications of capital distribution, including the
ability of the Company to continue supporting its customers and
maintaining financial stability, were considered by the Board.
The Board receives specific feedback from shareholders
regarding the importance of both capital repatriation
(through dividends and share buybacks) and maintaining
strong capital ratios.
The Board remained supportive of keeping the dividend
and buyback payout ratio in the targeted 30-50% range.
Going forward, the Board expects to maintain both a
regular progressive dividend policy and a share buyback and
cancellation programme, as and when appropriate, targeting
a 30-50% total capital distribution ratio.
The Board reviewed the capital requirements and ratios for Bank
of Georgia and Ameriabank, and capital distribution scenarios,
along with regular macroeconomic updates. In particular, the
Board considered Bank of Georgia’s Basel III CET1, Tier 1 and Total
capital adequacy ratios as at 31 December 2024, noting that
all were comfortably above the minimum required levels.
Actions and outcomes
On 11 October 2024, the Company paid an interim dividend
of GEL 3.38 per ordinary share in respect of the period ended
30 June 2024.
In July 2024, the Company completed its GEL 162 million
buyback and cancellation programme, having repurchased and
cancelled 1,087,740 ordinary shares.
As at 31 December 2024, 438,836 ordinary shares had been
repurchased as part of the GEL 73.4 million share buyback and
cancellation programme. Of the repurchased shares, 7,500 were
awaiting cancellation as at 31 December 2024. As announced
on 25 February 2025, the Board approved a GEL 107.7 million
extension to its buyback and cancellation programme.
At the 2025 AGM, the Board intends to recommend for
shareholder approval a final dividend for 2024 of GEL 5.62 per
share payable in Pounds Sterling at the prevailing rate. This will
make a total dividend paid in respect of the Group’s

37
Annual Report 2024 Lion Finance Group PLC
Strategic Report
Governance Financial Statements Additional Information
2024 earnings of GEL 9.00 per share. The Board will continue to
review the Company’s dividend and capital distribution policy
and revise it if and as required.
External audit tender
Stakeholders impacted
Investors, governments and regulators.
What was the decision?
During 2024, the Audit Committee led a formal competitive
tender process for the role of the Group’s External Auditor.
In December 2024, following an in-depth discussion and
recommendation from the Audit Committee, the Board
approved the appointment of PricewaterhouseCoopers (PwC)
as its External Auditor for the year ending 31 December 2026,
as announced on 13 December 2024. The appointment of
PwC will be recommended to the Company’s shareholders
for approval at the 2026 AGM.
How were stakeholders engaged and their interests considered?
Having previously been granted a two-year waiver by the NBG
in respect of the mandatory auditor rotation, which allowed
the current auditor, Ernst & Young (EY), to remain in place for
the 2023 and 2024 audits, a further waiver was required due
to the complexity of the tender process. Discussions were held
with the NBG and a further waiver was granted to extend the
mandatory rotation period to 2026, allowing appropriate time
to select the most suitable External Auditor, which was in the
best interests of the Company and its shareholders.
The competitive tender process was directed throughout by
the Audit Committee. As part of the tender process, four
prospective firms were approached and provided with tender
documents and supporting information. Proposals were
received from two firms who gave in-person presentations
to the CFO, the UK General Counsel, and members of the
Finance team and the Audit Committee – also allowing
a two-way dialogue.
The competitive tender concluded successfully with the Audit
Committee providing the Board with the names of two firms,
with a reasoned preference for one. During discussions with
the Audit Committee, the Board satisfied itself that the tender
process had been effectively led by the Committee and was
fully compliant with statutory requirements and the FRC’s
Audit Committees and the External Audit: Minimum Standard.
Actions and outcomes
Subject to shareholder approval, PwC will audit the Group’s
financial statements for the year ending 31 December 2026
and will shadow EY during the audit for the year ending
31 December 2025. The Board and the Audit Committee will
ensure effective oversight of the transition from EY to PwC.
By maintaining compliance with regulations and standards in
relation to auditor rotation, the Board ensures continued audit
quality and preserved auditor independence.
Further information regarding the external audit tender process
can be found on page 141 in the Audit Committee Report.
Directors’ Remuneration Policy
Stakeholders impacted
Employees, investors, governments and regulators.
What was the decision?
During 2024, the Remuneration Committee led the
development of a new Directors’ Remuneration Policy, taking
into consideration regulatory requirements, engagement with
shareholders and their feedback.
How were stakeholders engaged and their interests considered?
The new Directors’ Remuneration Policy has been designed to
support the Company’s strategy and its long-term sustainable
success through principles promoting recognition, and
attraction and retention of talent. The updates were made in
accordance with both UK and the NBG regulatory requirements
and considered alignment with workforce remuneration
and related policies. Prior to approving the new Directors’
Remuneration Policy, a number of major shareholders and proxy
advisors were consulted to obtain their feedback on the policy.
The Chair of the Remuneration Committee and the Chair of
the Board conducted an extensive consultation exercise with
shareholders representing c. 63% of our register, in order to
seek their views on the proposed new Policy, the structure
overall and any other matters they wished to discuss.
Shareholders who wished to also took up the offer of a
meeting. They also held discussions by email and provided
additional information where requested.
We received high levels of support and helpful feedback. Notable
themes of feedback were an appreciation of the CEO’s leadership
of the Group, resulting in excellent contribution and performance,
and that delivery and his efforts had been exceptional.
Proxy advisor agencies also met with the team to discuss the
Policy and made suggestions on enhanced disclosure, which we
have taken into account.
Actions and outcomes
Several shareholders requested examples of the exceptional value
creation, which we have now included. There was also a general
recognition that FTSE 250 listed companies did not provide a
good compensation comparison point, given the geographic focus
and sensitivities of the role. We are therefore providing further
information on the geographic sensitivities and any information
we can disclose publicly. We have disclosed further on this matter.
Some of the new hurdles we had proposed caused confusion as they
were viewed as equivalent to KPIs. These have now been amended
and clarified to be clearly minimum hurdles which must be reached
for an extraordinary award (over 100%) to be given, alongside
requiring an event or events of extraordinary value creation.
In line with many companies, we considered a Remuneration
Policy that allows an increase every year for the Executive
Director in line with inflation or other benchmarking, just as many
employees are eligible for consideration for an annual pay increase.
However further to feedback from investors and to give additional
reassurance and clarity, the proposed Policy has therefore been
changed to not allow annual or incremental increases during the
Policy term for the CEO for salary or for bonus.
Following recommendation from the Remuneration Committee,
the new Directors’ Remuneration Policy was approved by the
Board and will be put to shareholders for approval at the 2025
AGM – subject to which it will be effective for three years from
the date of the 2025 AGM.
We appreciate the time and effort of our stakeholders in engaging
with us and the Committee remains open to further engagement.
Further details regarding the engagement and the new Directors’
Remuneration Policy can be found on pages 150 to 181.

38
Annual Report 2024 Lion Finance Group PLC
Our goal is to mitigate our negative impacts on the economy,
society and the environment, while continuing to contribute
to the sustainable development of the communities we serve.
Sustainability means empowering our customers, employees
and communities while doing the right thing – adhering to the
highest standards of corporate governance and employing
robust risk management practices.
We acknowledge the critical role the Group plays in fostering
sustainable development and promoting inclusion through
its core banking subsidiaries in Georgia and Armenia. We
are advancing our understanding of climate-related risks
and opportunities by identifying, assessing, monitoring and
managing climate-related topics – with a focus on our loan
portfolio. Supporting our business customers in transitioning to
greener and more sustainable operations remains a key priority.
Unless otherwise stated, the information in this chapter refers
primarily to JSC Bank of Georgia and Ameriabank CJSC, two
principal operating entities of the Group. While Ameriabank
established processes to manage different ESG-related issues
before acquisition, 2024 was a transition period for us to
understand how such matters are managed locally. We are
working with Ameriabank to integrate its information and
data into Group reporting and will do more in this area in 2025
– with data accumulation and sharing of best practice across
the Group.
ESG governance
Oversight of key ESG topics is allocated to the Board’s Risk,
Audit, Nomination, and Remuneration Committees. While
these Committees manage specific ESG matters, the full Board
retains primary responsibility for the Group’s ESG strategy
and performance, ensuring its alignment with business goals,
monitoring progress, and overseeing related communications.
ESG matters at Bank of Georgia are managed by the Executive
Management Team, supported by the Environmental and Social
Impact (ESI) Committee, which reviews ESG-related issues
and impacts including climate management. The ESG and
sustainability direction supports the Executive Management
Team in managing different ESG issues, providing advice
on best practice, coordinating cross-functional initiatives,
analysing performance and initiating improvements, and
facilitating reporting. ESG and climate risks in lending are
managed on a day-to-day basis by the Environmental and
Climate Risk Management department within the Risk function.
At Ameriabank, lending-related ESG risks are managed within
the Risk function, while other issues are managed by individual
Executive Management team members.
Key developments in 2024
1
Updated ESG-related policies, approved by the
Board of Directors.
2
Established a green loan portfolio target for the
first time.
3
Started social loan reporting in Georgia in accordance
with the NBG’s Social Taxonomy.
4
Prepared the Sustainability Report in full compliance
with Global Reporting Initiative (GRI) standards.
5
Started reporting in alignment with IFRS S2 standards.
6
Developed a new green loan product at Bank of Georgia.
7
Integrated Ameriabank into the Group’s Sustainability
Report for the first time.
2024 KPIs and results
All figures given for JSC Bank of Georgia standalone
KPI Target Result Status
Green portfolio
GEL 875M GEL 1,003M
sCoolApp MAU
150,000 146,224
Number of self-employed
borrowers
60,000 63,110
eNPS
54 54
Digital transactional MAU
1,291,000 1,400,511
2025 KPIs
All figures given for JSC Bank of Georgia standalone unless stated otherwise
GEL 285M
1
2024 – GEL 194M
Green portfolio
Ameriabank
GEL 1.2B
2024 – GEL 1.0B
Green portfolio
185K
2024 – 146.2K
sCoolApp MAU
69K
2024 – 63.1K
Number of
self-employed
borrowers
54
2024 – 54
eNPS
ESG materiality assessment
We conducted our first formal ESG materiality assessment in
2021, followed by a reassessment in 2023 – this does not include
Ameriabank, which became a subsidiary of the Group in 2024.
We will update our materiality assessment in 2025 and will
update or adjust our ESG strategy accordingly.
The 2023 reassessment identified our most significant
impacts on the economy, environment, and people, including
their human rights, while also helping prioritise key material
topics. The process incorporated insights from both internal
and external stakeholders including investors, international
financial institutions (IFIs), employees, and SME and corporate
customers, who ranked the significance of material topics
through surveys and structured interviews.
As the relevant GRI Sector Standards were unavailable at the
time, impact identification relied on internal and third-party
assessments. This included analysing ESG rating reports,
conducting a gap assessment of current material topics
against industry-relevant topics using the Sustainability
Accounting Standards Board (SASB) materiality finder,
mapping the Group’s Sustainable Development Goal (UN SDG)
contributions and reviewing the Group’s existing policies and
grievance mechanisms.
This process, aligned with GRI requirements, was reviewed
with Executive Management during an in-person workshop.
Discussions covered relevant definitions, updates to the GRI
materiality process and insights on the actual and potential
positive and negative impacts.
Sustainability Report
Creating sustainable opportunities
1
Ameriabank’s green portfolio target for 2025 is AMD 40B. The figure is converted from AMD to GEL using the internally forecasted December 2025 AMD to GEL exchange rate.

39
Annual Report 2024 Lion Finance Group PLC
Strategic Report
Governance Financial Statements Additional Information
ESG materiality assessment results – combined ranking
1
Business ethics
8
Fair working conditions and employee wellbeing
2
Customer protection and product responsibility
9
Human capital development
3
Data security and privacy
10
Diversity, equity and inclusion
4
Local economic development
11
Gender equality
5
Sustainable finance
12
Engagement with communities and the environment
6
Product and service innovation
13
Responsible supply chain
7
Sustainable financial inclusion and empowerment
14
Internal environmental management
ESG strategy
Our ESG strategy builds on our ESG materiality assessments. It was updated at the beginning of 2024 with Sustainable Finance
included as one of the main strategic pillars. As our priorities evolve, we remain committed to transparency in our practices
and progress.
Focus areas
Governance and integrity Financial inclusion Sustainable finance
(integrated risk
management)
Employee
empowerment
Objectives
To do business in line with
the highest standards of
corporate governance, highest
ethical principles and ensure
accountability, transparency,
fairness and responsibility in
every decision we make.
To use the power of
technology and product
innovation to drive digital
financial inclusion and deliver
innovative financial services.
To manage financial
risks stemming from
climate change and other
environmental and social
(E&S) risks, while fostering
greater transparency and
long-term focus.
To be the employer of choice
for top talent, providing equal
opportunities for development
and ensuring the best
employee experience
based on our values and
business principles.
Contributing to the United Nations Sustainable Development Goals
We remain committed to contributing to the five UN SDGs highlighted below, which we linked to our strategy in 2020.
Awards
Bank of Georgia has received the 2024 UN Global Compact Sustainability Award for ‘Promoting STEM
Education’ initiative in the SDG4 – Quality Education category.
Ameriabank has been recognised as the Best Sustainable Bank in Armenia by Global Finance Magazine
for five consecutive years.
In 2024, Ameriabank was honoured with the 2023 Deal of the Year Green Trade in Renewable Energy
award by EBRD.
Memberships
Bank of Georgia is a signatory of the
UN Women’s Empowerment Principles.
Bank of Georgia is a member of the
UN Global Compact.
FTSE Russell (the trading name of FTSE International Limited and Frank Russell Company) confirms
that Lion Finance Group PLC has been independently assessed according to the FTSE4Good criteria,
satisfying the requirements to become a constituent of the FTSE4Good Index Series. Created by the
global index provider FTSE Russell, the FTSE4Good Index Series is designed to measure the performance
of companies demonstrating strong ESG practices. The FTSE4Good indices are used by a wide variety of
market participants to create and assess responsible investment funds and other products.

40
Annual Report 2024 Lion Finance Group PLC
Strategic Report
Overview Strategy and Performance Sustainability Report Risk Management Going Concern and Viability Statements Overview of Financial Results
ESG ratings
1
2
As of 2024, Lion Finance Group PLC
received an MSCI ESG Rating of AA.
3
As of December 2024, Lion Finance Group PLC received an
ESG Risk Rating of 16.2 from Morningstar Sustainalytics,
and was assessed to be at low risk of experiencing material
financial impacts from ESG factors. In no event the Annual
Report shall be construed as investment advice or expert
opinion as defined by the applicable legislation.
Environment 3
Social 2
Governance 7
1
ISS uses 1-10 scale. 1 indicates lower governance risk, while 10 indicates higher governance risk versus its index or region. 1 indicates higher E&S disclosure, while 10 indicates
lower E&S disclosure. Last governance data profile update – 19 March 2024; Last E&S data profile update – November 2023.
2
The use by Lion Finance Group PLC of any MSCI ESG Research LLC or its affiliates (“MSCI”) data, and the use of MSCI logos, trademarks, service marks or index names herein,
do not constitute a sponsorship, endorsement, recommendation, or promotion of Lion Finance Group PLC by MSCI. MSCI services and data are the property of MSCI or its
information providers, and are provided ‘as-is’ and without warranty. MSCI names and logos are trademarks or service marks of MSCI.
3
Copyright © 2023 Morningstar Sustainalytics. All rights reserved. This Annual Report contains information developed by Sustainalytics (www.sustainalytics.com). Such
information and data are proprietary of Sustainalytics and/or its third party suppliers (Third Party Data) and are provided for informational purposes only. They do not
constitute an endorsement of any product or project, nor an investment advice and are not warranted to be complete, timely, accurate or suitable for a particular purpose. Their
use is subject to conditions available at https://www.sustainalytics.com/legal-disclaimers
Governance and integrity
Financial crime
Financial crime risks are continuously
evolving and persist as one of the
major threats to the international
financial services community. We have
designed robust policies, procedures,
tools and control systems to guarantee
effective mitigation of financial crime
risks facing the Group.
Compliance with international sanctions
We comply with local and relevant foreign laws in all
jurisdictions where the Group operates. We maintain
comprehensive policies, procedures and risk mitigation
measures to comply with applicable requirements of
international sanctions regimes enforced by key jurisdictions
and bodies such as the US (Office of Foreign Assets Control),
EU, UK (HM Treasury) and UN Security Council.
AML/CFT and international sanctions
compliance programme
The Group and its subsidiaries are committed to complying
with AML, countering the financing of terrorism (CFT) and
international sanctions regulations to prevent misuse of
our products and services for financial crime. Our AML/CFT
framework follows a risk-based approach to money laundering
(ML) and terrorist financing (TF) threats, supported by a risk
governance structure based on the three-lines-of-defence
model and advanced transaction-monitoring tools. An
assurance unit has been established at Bank of Georgia to
strengthen controls and regularly assess the efficiency and
compliance of the Group’s control systems – a similar unit is
currently being formed at Ameriabank.
Risks related to money laundering
Our comprehensive risk assessment has identified several key
risks stemming from the unique operational environments of
Georgia and Armenia:
Risks from sanctions regimes
The sanctions imposed on Russia and Belarus pose significant
challenges due to the proximity of Georgia and Armenia to
these countries. With a shared border, a large flow of Russian
tourists and many Georgians living in Russia, there is an
increased risk of sanctioned individuals attempting to bypass
financial restrictions through Georgia’s banking system.
Enhanced due diligence and strict measures are applied to all
Russia- and Belarus-related clients. Transactions from these
countries are subject to enhanced scrutiny.
Recognising the elevated risk of sanctions evasion through
cryptocurrency channels, particularly in international
transactions or those involving Russian customers, Bank
of Georgia has adopted a stringent zero-tolerance policy.
This proactive measure ensures rigorous adherence to all
applicable sanctions and regulatory mandates, effectively
mitigating potential compliance breaches and safeguarding the
Company’s reputation and financial stability.
Cash-based economy
Despite significant growth in cashless payments over the years,
there remains a meaningful share of cash-based transactions
in the economy. Cash transactions are difficult to trace and
monitor, easily convertible and offer high anonymity, making
them susceptible to ML and TF. Individuals from restricted
countries may turn to cash to bypass financial systems,
increasing illicit financial flows and evading detection. To
proactively manage the risks associated with cash transactions,
Bank of Georgia has additional control mechanisms in place.
This includes the implementation of advanced cash monitoring
scenarios, tailored to the evolving risk landscape. These enhanced
scenarios leverage sophisticated monitoring tools to scrutinise
transactions, considering factors such as client risk profiles,
residency, and transaction types. This ensures the timely
detection of potential cash fragmentation attempts and aligns
monitoring efforts to effectively address these specific risks.
In Armenia, there are legislative restrictions on cash operations
and transactions. All transactions between legal entities must
be carried out in a non-cash manner – and, if at least one party
to the transaction is an individual, transactions with a value
exceeding AMD 300,000 (approximately US$ 750) must also
be non-cash. Any purchase and sale of property, granting and
returning loans, and transactions requiring state registration
in the territory of the Republic of Armenia are carried out non-
cash. Ameriabank strictly follows legislative requirements.

41
Annual Report 2024 Lion Finance Group PLC
Strategic Report
Governance Financial Statements Additional Information
Zero-tolerance policy
The Group has a zero-tolerance policy towards sanctioned
persons and transactions, funds associated with sanctioned
persons, and any clients or transactions connected to
the Russian military-industrial base. We do not tolerate
international sanctions evasion and circumvention.
Know Your Client and customer due diligence procedures
• Customer Risk Assessment is a fully automated process
and customer risks are managed throughout the
relationship lifecycle.
• Information on a client’s ownership structure, ultimate
beneficial owners and source of funds or wealth is obtained
during onboarding.
• Existing clients are subject to a regular due diligence.
• High-risk clients and politically exposed persons undergo
additional enhanced due diligence.
• A strict customer acceptance policy is followed.
All transactions and clients from the Russian Federation and
the Republic of Belarus are subject to enhanced due diligence at
Bank of Georgia and Ameriabank.
Transaction monitoring
To ensure all transactions are properly scrutinised for
ML risks and comply with regulatory standards, Bank of
Georgia employs:
• AML scanner – for online monitoring of transactions
against sanctions lists, adverse media sources and other
relevant watchlists.
• SAS (Statistical Analysis System) – primarily used for offline
transaction monitoring and processing large datasets.
• OCR (Optical Character Recognition) – used in documentary
review for trade transactions, automating text extraction
from non-digital documents, enhancing compliance
efficiency and accuracy.
Ameriabank employs the automated SWIFT Transaction
Screening system – which implements online screening against
sanctions lists and other relevant watchlists – to guarantee
all transactions are properly examined for ML and sanctions
risks and comply with regulatory standards. The Bank has also
implemented a function for transaction monitoring. There are
a number of scenarios-based ML typologies embedded in the
system, with reports generated automatically and primarily
used for offline transaction monitoring.
Communication and training on AML policies
AML, CFT and sanctions topics have been topics on the
quarterly agenda of the Joint Audit and Risk Committee.
The Committee received information on the effectiveness of
existing controls, key metrics and implemented measures.
As part of our commitment to compliance, 95% of Bank of
Georgia and 100% of Ameriabank employees completed
online AML and CFT training, ensuring they stay informed
of the latest policies and procedures. The remaining 5% of
Bank of Georgia employees are expected to complete their
annual training by the end of 1Q25. Targeted training on
sanctions compliance was completed by 100% and 91% of
Bank of Georgia and Ameriabank employees respectively,
to help them better understand legal obligations in their
specific roles. We are continuously working towards a 100%
participation rate to further enhance the effectiveness of risk
management. Initiatives to increase the effectiveness of this
training programme are underway, including improving the user
experience of the courses and content and reviewing
the courses to change the frequency of required retaking.
Our AML/CFT and sanctions policies are also regularly
communicated to business partners, including financial
institutions, suppliers and third parties.
Confirmed incidents of money laundering
There were no confirmed incidents of ML, employee dismissals,
contract terminations or public cases against the organisation or
its employees during the reporting period.
Bank of Georgia underwent a comprehensive on-site inspection
by the NBG in 2024, assessing AML/CFT regulation compliance
between 2021 and 2023. The inspection concluded with no
material non-compliance findings. Furthermore, we maintain a
collaborative and transparent relationship with the regulator,
as well as the US, UK and EU embassies, to foster a shared
understanding of sanctions risk management and ensure our
practices align with international standards.
Anti-bribery and anti-corruption
The Group has zero tolerance towards
bribery and corruption. By actively
preventing corruption we support
human rights, fair treatment and legal
compliance, fostering a safe and
ethical environment.
We do not cause or contribute to negative impacts related to
bribery and corruption through our activities, as we operate
under stringent policies, controls and monitoring mechanisms.
We mitigate potential negative impacts through careful
selection and ongoing monitoring of business relationships,
including due diligence and pre-approval processes.
Our comprehensive programme has a suite of measures to
ensure compliance with relevant ethical standards, including:
Risk management processes
Risk management includes regular assessments
using key indicators and pre-approval processes
to identify, assess and mitigate threats to our
integrity. This reflects our commitment to a
culture of transparency, integrity, and zero
tolerance for bribery and corruption.
Third-party due diligence
We conduct thorough due diligence on all potential
business partners to ensure compliance with
ethical standards and anti-bribery laws. The scope
varies by relationship type and includes preventive
assessments for high-value operations and semi-
annual monitoring of procurement activities at
Bank of Georgia, and assessments for critical
third parties and annual monitoring of high-risk
third parties at Ameriabank. Customer due
diligence aligns with AML regulations, ensuring
comprehensive oversight and effective corruption
risk mitigation. There were no significant risks
identified during the due diligence process.
Investigation protocol
Our investigation protocol provides a structured
framework for reporting and addressing policy
breaches. Concerns can be confidentially or
anonymously reported via the whistleblowing
platform or hotline. Written guidelines outline
procedures for responding to and investigating
unethical behaviour.

42
Annual Report 2024 Lion Finance Group PLC
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Overview Strategy and Performance Sustainability Report Risk Management Going Concern and Viability Statements Overview of Financial Results
Record-keeping
We make and keep books, records and accounts
that accurately, fairly and in reasonable detail
reflect all payments, expenses, transactions and
disposition of assets.
Adoption, communication and training
Bank of Georgia ensures employees understand
and adhere to the Anti-bribery and Anti-
corruption (ABC) Policy through internal
communications, awareness campaigns and
structured training programmes. All employees
complete biennial mandatory ABC training
covering bribery risks, conflicts of interest, gift
policy and whistleblowing procedures. Training
includes a test to ensure comprehension
and a signed acknowledgment of key topics,
reinforcing accountability. Training is based
on the policies approved by the Executive
Management Team and the Supervisory
Board. The Bank aims for 100% completion of
mandatory ABC training, with 7,298 employees,
representing 99% of all eligible participants,
completing it in the last cycle. Completion
rates varied by management level, with 99%
of middle management and 100% of senior
and executive management undertaking the
training. A similar programme is planned for
Ameriabank in 2025.
The publicly available Group-wide ABC Policy,
as well as Ameriabank’s Code of Ethics and
Business Conduct, promotes transparency –
while contractual statements with business
partners mandate adherence to anti-corruption
policies and procedures. This dual approach
ensures compliance across operations and
fosters ethical practices within and beyond the
organisation, including all business partners.
The HR department at Ameriabank
conducts planned awareness communication
campaigns every trimester through an internal
communication channel, focusing on the ABC
principles. Its Gift Policy, described in the Code
of Conduct and Ethics, is also regulated by an
established procedure and is communicated to
new employees during onboarding.
Combating bribery – policies, transparency
and accountability
The Group’s integrity is safeguarded by its Group-wide Code of
Conduct and Ethics, ABC Policy and Conflict of Interest Policy,
as well as Know Your Employee procedures at Bank of Georgia
and Employees Integrity check at Ameriabank. Approved by
the Board, these policies guide employees in addressing bribery,
corruption and gift practices, with clear steps for managing
interactions with third parties. Transparency is reinforced
through reporting requirements for unethical behaviour and
a systematic recording system for gifts and advantages,
ensuring accountability.
Bank of Georgia goes beyond legal compliance by aligning its
anti-bribery efforts with globally recognised standards such as the
OECD Anti-Bribery Convention and UN Global Compact principles
– fostering a culture of integrity, transparency and accountability,
ensuring operations exceed global ethical benchmarks.
How we govern
ABC efforts within the Group Companies are integrated across
internal functions:
• Executive leadership: The Executive Management teams
and the Supervisory Boards set the tone at the top,
actively supporting all anti-corruption initiatives to ensure
a robust programme.
• Human Rights and Ethics Committee at Bank of Georgia:
Our investigation protocol provides a structured framework
for reporting and addressing policy breaches. Concerns
can be confidentially or anonymously reported via the
whistleblowing platform or hotline. Written guidelines
outline procedures for responding to and investigating
unethical behaviour.
Human Resources Committee at Ameriabank: The primary
purpose of the Committee is to fulfil the objectives of the
Ameriabank’s Human Resources Management (HRM) Policy
and other HRM processes, to implement measures aimed at
embedding a corporate culture, values, norms of ethics and
team spirit among employees, ensuring the protection of
employee rights, equal opportunities, reporting grievances
and issues, and their transparent and fair resolution.
• Internal Control departments: As a second line of defence,
these departments examine high-risk scenarios including
sponsorships, gifts, and donations to ensure proactive
risk mitigation.
• Managerial roles: Managers play a key role in identifying
corruption risks and upholding ethical standards,
emphasising prevention and accountability.
Measures to deter non-compliance and reduce exposure
to unethical opportunities
Management of actual impacts
Bank of Georgia manages the impacts of past incidents,
including unethical behavior reported via its whistleblowing
platform. It uses a structured investigation protocol to ensure
accountability, deter non-compliance, and remediate issues,
thereby minimising future exposure to unethical practices.
Oversight and continuous improvement
The Group’s governance structure prioritises ABC efforts, with
the Audit Committee informed of material incidents, if any,
to ensure transparency. Policies are continuously reviewed
and updated to align with international best practices based
on feedback from monitoring and stakeholder engagement,
further reducing exposure to unethical opportunities.
Actions to prevent or mitigate potential negative impacts
Bank of Georgia proactively prevents negative impacts by
establishing the COI, ABC & Ethics Compliance Group under
the CLO to enhance oversight and strategic risk mitigation.
This group expands employee training, equipping staff with the
knowledge to uphold ethical standards, and collaborates with
the UN Global Compact Network Georgia and the Collective
Action Against Corruption initiative to strengthen industry-
wide preventive measures.
Bank of Georgia also enforces contractual requirements
mandating compliance with enhanced ethical and anti-
corruption standards, with rigorous monitoring by the
Compliance Group. These preventive actions underscore
the Bank’s dedication to fostering a culture of integrity and
minimising ethical risks.
At Ameriabank, the primary responsibility for implementing,
operating, regularly updating, and revisiting the Bank’s ABC
system lies with the Internal Control Service, in cooperation
with the HRM Service and other relevant departments.

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Tracking the effectiveness of actions taken at Bank of Georgia
• Tracking processes: The COI, ABC & Ethics Compliance
Group monitors effectiveness through risk assessments,
stakeholder feedback, policy reviews and training
completion rates.
• Goals and indicators: The Bank targets high completion
rates for mandatory anti-bribery training, with 99% achieved
in the last cycle, using completion rates and risk feedback as
progress indicators.
• Continuous improvement: Policy reviews and feedback from
the Human Rights and Ethics Committee drive enhancements
such as online training modules and stricter controls.
In 2024, there were no incidents of bribery or corruption, no
public cases related to corruption involving the organisation or
its employees, and no fines or legal cases incurred in relation to
these issues.
Information security
Information security is a top priority for
the Group. We continuously enhance
our information security systems in
parallel with the development of new
digital products and services.
Our focus on information security risks
Information security risks are a growing global threat,
particularly for the financial services sector. Successful
attacks could impact our customers, employees, subsidiaries,
and partners. Furthermore, Bank of Georgia, as part of the
country’s critical infrastructure, and Ameriabank, as one of
Armenia’s leading banks, could face attacks that impact
their respective countries as a whole. Our relationships with
international customers and partners mean these risks
could extend beyond Georgia and Armenia, resulting in
regulatory and contractual liabilities, reputational damage,
and financial losses.
Bank of Georgia began its ISO 27001 certification journey,
completing a pre-certification audit in 2024 with neither
major nor minor non-conformities identified. Bank of
Georgia plans to complete the certification process in 2025,
demonstrating its commitment to robust information
security management practices.
Ameriabank has held ISO 27001 certification for its information
security management system since 2019, with successful
recertification in January 2025, effective from March 2025.
Our commitment and initiatives
We are committed to robust information security for our new
digital products and services, achieved through complementary
measures and initiatives.
We allocate substantial human and financial
resources and collaborate with globally
renowned technology companies to effectively
address information security threats.
We prioritise establishing and maintaining
a robust information security management
system that aligns with current business and
regulatory requirements and adapts to evolving
threat landscapes.
Information security management system
The Information Security department at Bank of Georgia and
the Information and Technical Security Service at Ameriabank
manage their respective information security management
systems, including regular policy and procedure reviews.
At Bank of Georgia, the Chief Information Security Officer
(CISO) reports to the Deputy CEO in charge of the Data and
Information Technology. At Ameriabank, the CISO reports
to the Director of the Internal Control department. The Risk
Committee is informed of any material incidents quarterly, with
periodic deep-dives provided to the Board as well.
Customer engagement and risk mitigation
We engage with customers on information security through
multiple channels, including banking websites, digital platforms,
and text messages. As we increase our reliance on digital
services and third-party providers, we face heightened risks like
supply chain attacks and Distributed Denial of Service (DDoS),
which we actively mitigate.
Incident response and control measures
While we did not face significant impacts in 2024, we maintain
Information Security Incident Response Policy at BOG and
Ameriabank to prevent and manage incidents, ensuring
cross-functional collaboration and stakeholder management.
Controls are embedded in the internal control frameworks
and regularly reassessed. Annually, Bank of Georgia and
Ameriabank each undergo at least ten security assessments to
evaluate actions and manage risks, including:
Penetration testing
Breach and Attack Simulation at Bank of Georgia and DDoS attack
simulation at Ameriabank
Self-assessments
Internal and external audits
These assessments give us insight into how effectively the
policies and processes have been implemented. As a result,
we set goals and targets that may be mandatory (based
on legislation) or voluntary – for example, for automation or
optimisation purposes.
Contributions to information security development
We actively support the development of information security
in Georgia and Armenia through collaboration with financial
industry peers, law enforcement, regulatory bodies, and
governments. Our aim is to help enhance supervisory oversight,
align regulatory frameworks with international standards, and
improve overall security and resilience.
BOG has a dedicated team for threat intelligence sharing and
building external relationships. As a member of the Financial
Services Information Sharing and Analysis Centre, it accesses a
threat intelligence platform and a trusted network of experts
to anticipate and respond to threats, strengthening our
cybersecurity posture and reflecting a proactive approach to
managing risks.

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Overview Strategy and Performance Sustainability Report Risk Management Going Concern and Viability Statements Overview of Financial Results
Information security metrics
Cross-functional team
of employees
Active professional
certifications
Bank of Georgia 31 Bank of Georgia 70
Ameriabank 19 Ameriabank 4
Internal phishing
campaigns conducted
Employees not deceived
by a phishing campaign
Bank of Georgia 6 Bank of Georgia 98%
Ameriabank 2 Ameriabank 80%
Independent internal
audit engagements
Third-party penetration
testing (external assurance)
Bank of Georgia 7 Bank of Georgia 1
Ameriabank 3 Ameriabank 1
Cybersecurity programme
assessment (third-party/
regulatory)
Bank of Georgia 1
Ameriabank 1
0
Data breaches
Personal or financial data leaked to the
public
0
Security breaches
External intrusion into the Banks’
network or systems
We are pleased to report no data breaches occurred in the
reporting period. This reflects our ongoing commitment
to maintaining the highest standards of data security and
protecting our clients’ information.
Employee training and awareness
We run information security awareness programmes to ensure
employees understand security matters and their relevance to daily
operations. Viewing employees as a ‘human firewall,’ we continuously
refine our training and testing approach. General information
security training is mandatory for all employees during onboarding
and annually thereafter; in 2024, 97% of Bank of Georgia and 83%
of Ameriabank employees completed the training. Bank of Georgia
and Ameriabank also conduct internal campaigns to assess
employees’ ability to detect and respond to phishing attempts.
Data privacy
Data privacy is a material topic across the
Group. We are committed to ensuring
compliance with applicable regulations,
safeguarding customer trust, and
supporting business sustainability.
Our privacy management framework aligns with international
best practices and regulatory requirements, ensuring robust
governance, risk management and oversight mechanisms. While
all entities follow shared principles of transparency, accountability,
and security, specific regulatory requirements vary.
Privacy governance and oversight
Our governance framework ensures accountability and
transparency in managing personal data, adapting to the
evolving regulatory landscape, and upholding the highest
standards of data protection.
Roles and responsibilities
Bank of Georgia’s data privacy operations
are overseen by a dedicated Data Protection
Officer (DPO), who ensures compliance with
the General Data Protection Regulation (GDPR)
and domestic laws. The DPO collaborates
across departments to manage privacy risks
and provides guidance on compliance.
Ameriabank, while not having a dedicated DPO
or a separate data protection department at
this time, is equally committed to effective
data protection management and compliance.
We recognise the importance of GDPR and
are actively enhancing our data protection
practices to align with its requirements.
Furthermore, we continuously strengthen our
privacy framework by implementing group-wide
standards and adopting more robust security
and compliance measures.
Oversight mechanisms
At Bank of Georgia, the Audit Committee
receives regular updates from the DPO on
privacy performance, ensuring alignment with
legal requirements and organisational goals. At
Ameriabank, privacy is assessed as part of the
quarterly reports on Information Technology
and Information Security risks.
Privacy policies and procedures
In 2024, Bank of Georgia updated its key data privacy
policies to comply with Georgian data protection
laws, GDPR, and other regulations, reflecting recent legal
changes and our commitment to data privacy. These
updates include:
Privacy Policy: Enhanced transparency regarding the collection,
use, and storage of personal data.
Employee Privacy Policy: Strengthened safeguards for
employee data, encompassing records, performance reviews,
and health information.
Video and Audio Surveillance Policy: Clearly defined monitoring
scope, purposes, and rules for data retention and destruction.
Data Breach Notification Procedure: Established efficient
processes for notifying customers and authorities in the event
of a data breach.
Data Protection Impact Assessment (DPIA) Procedure:
Introduced a structured approach for assessing and mitigating
risks in new projects, products, and services.
Privacy by Design and Default Procedure: Integrated privacy
principles into the design and operation of processes, products,
and services, ensuring personal data protection from the outset.
Ameriabank is actively developing a comprehensive Data
Risk Management Framework to strengthen the security,
integrity, and compliance of its data handling practices. This
framework is designed to identify, assess, and mitigate risks
associated with data processing, storage, and transfer, while
ensuring alignment with industry best practices and regulatory
requirements. Through robust policies, controls, and monitoring
mechanisms, Ameriabank aims to enhance data governance,
prevent unauthorised access, minimise potential misuse,
and cultivate a culture of data protection awareness that

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empowers employees to uphold the highest standards of data
security and compliance.
Third-party management and supply
chain privacy
Recognising the importance of managing third-party risks,
Bank of Georgia requires all suppliers processing personal data
to undergo rigorous privacy risk assessments and demonstrate
compliance with applicable standards and regulations:
1
Risk assessments and contracts
We conduct comprehensive privacy risk evaluations
and incorporate robust data protection clauses into all
supplier contracts.
2
Due diligence
Prior to engagement, we perform thorough due diligence
assessments of vendor privacy and security practices.
3
Ongoing monitoring
We conduct regular audits to ensure ongoing compliance
with GDPR and other relevant data protection standards.
Ameriabank will require all suppliers processing personal data to
undergo comprehensive privacy risk assessments and demonstrate
full compliance with applicable standards and regulations.
Furthermore, any outsourcing that involves the transfer of
classified data requires prior consent from the CBA, contingent upon
the supplier’s adherence to all relevant data privacy requirements.
Data protection practices and transparency
Our commitment to data privacy is reflected in the robust
practices we have implemented to safeguard personal data.
Cookies
In 2024, BOG achieved comprehensive cookie
compliance across all of its websites, adhering
to GDPR and ePrivacy Directive guidelines and
prioritising transparency and user consent.
Marketing communications
To ensure compliance with the Georgian and
Armenian legislative amendments, we updated
our marketing processes to include robust opt-out
mechanisms and consent registries.
Data retention and disposal
Personal data is retained only for the period
necessary to fulfil business purposes or legal
obligations, after which it is securely deleted or
anonymised to protect privacy.
Biometric data processing
To enhance the protection of biometric data,
we implemented stricter access controls and
reinforced oversight measures.
Video surveillance
To ensure ongoing compliance, we implemented
a comprehensive policy aligned with all applicable
regulations and conducted a thorough review of
the necessity of all monitoring activities.
Employee training and awareness
We continued to focus on employee awareness
and training:
• Updated e-learning modules were successfully completed
by 100% of our employees.
• To further enhance data protection practices, 295 employees
who handle high volumes of sensitive data participated
in interactive face-to-face training sessions, resulting in
valuable discussions and immediate feedback that will
inform future training efforts.
Individual rights and transparency
We are committed to providing individuals with clear and
transparent information about how we process their personal data
and the rights they have under applicable data protection laws.
Data subject rights
We established clear procedures to enable
individuals to easily exercise their rights, including
the rights to access, correct, delete, and restrict
the processing of their personal data.
Transparency
We ensure data subjects receive clear and
comprehensive information about how their data
is handled, empowering them to understand
and exercise their rights. This commitment is
reflected in our readily available privacy notices
and diverse informational channels.
Impact and performance indicators
To demonstrate the effectiveness of our privacy practices,
we measure and report on KPIs related to data protection:
• Data breaches: No identified leaks, thefts or losses of data
in 2024.
• Privacy-related complaints from data subjects: At BOG: 294
received, of which 12 substantiated and resolved. At Ameriabank:
16 received, of which 10 substantiated and resolved.
• Privacy-related complaints from the NBG: 17 received,
of which 3 substantiated and resolved.
• Privacy-related complaints from the Data Protection
Service of Georgia: 12 received, of which 7 substantiated
and addressed.
No complaints involved systemic issues or sensitive data.
Corrective actions were implemented to prevent recurrence.
Future goals and initiatives
• RoPA and data mapping: Automate Record of Processing
Activities (RoPA) and data mapping to streamline updates
and improve DPIAs.
• Training and awareness: Continue to enhance
e-learning and face-to-face training sessions to
increase employee awareness.
• Internal Audit: Undergo a comprehensive data protection
audit in 2025 to identify areas for improvement.
• Third-party monitoring: Strengthen third-party assessments
to maintain high privacy standards.
• Employee certification: Invest in our team by supporting
employees in achieving EU-recognised data protection
certifications to enhance expertise.
• Privacy integration: Further integrate privacy principles
across all personal data processing activities.
Customer protection
Customer-centricity is a core values and a key driver of our
success. We are dedicated to serving our customers responsibly,
addressing their needs, and providing positive experiences
across all touchpoints. Regular customer engagement allows
us to continuously learn from their feedback and improve our
products and services.
We maintain the highest ethical standards to uphold customer
trust. Customer protection is central to our business ethos,
driving us to consistently enhance our practices and set high
standards in customer care. Fairness, transparency, and integrity
guide us throughout the customer relationship lifecycle, as
reflected in the Group’s Code of Conduct and Ethics.

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Overview Strategy and Performance Sustainability Report Risk Management Going Concern and Viability Statements Overview of Financial Results
To ensure our employees embody these values, we invest in
comprehensive training programmes. Currently, 96% of Bank
of Georgia and 95% of Ameriabank employees have successfully
completed mandatory training.
How we design and sell our products and services
We empower our customers to make informed decisions by
providing clear and accessible information about our products,
services, and available protections. Customer-centricity is
at the core of our product development and sales processes,
applying across all business lines and customer types. To ensure
these principles are upheld, we have integrated them into our
product approval process, and internal procedures clearly define
the responsibilities of each unit to ensure:
Suitable product
offerings
Fair offerings
Responsible marketing
Robust control
mechanisms
Clear communication
How we listen – customer complaints
Customer feedback, including complaints, is invaluable to our
continuous improvement efforts. We are committed to handling
complaints efficiently and using the insights gained to enhance
our products and services. Transparency and consistency are
at the heart of our complaint management process, which
includes thorough root cause analysis. This approach enhances
customer satisfaction, strengthens our reputation, and reduces
costs. Customers can easily file complaints through multiple
channels, all of which are reviewed by the Customer Complaints
Management and Support Centre at Bank of Georgia and the
Service Quality Assurance (SQA) team at Ameriabank, ensuring
our services remain flexible and responsive. We are committed
to continuously improving service quality through a data-driven
approach. We are committed to continuously improving service
quality through a data-driven approach. This includes thorough
investigation of customer issues, identification of potential
enhancements, targeted training initiatives, reviews to ensure
fair terms and tariffs, and analysis of key performance indicators
such as customer satisfaction scores and feedback surveys.
Customers can leave complaints via various channels, including:
Bank of Georgia Ameriabank
NATIONAL BANK
OF GEORGIA
WEBSITE
BRANCHES
WHISTLEBLOWING
CHANNEL
SOCIAL MEDIA
CONTACT CENTRE
CENTRAL BANK
OF ARMENIA
FINANCIAL
SYSTEM
MEDIATOR
CHANCELLERY
BANK’S E-MAIL
E-BANK AND
M-BANK
How we handle complaints
Our principles Our actions
Easy complaint
submission
We make it easy for customers to submit complaints through their preferred channel. Clear
information is provided on all available mechanisms.
Regular updates We set clear expectations and keep customers informed throughout the complaint resolution process
via their preferred channel.
Fair resolution All incoming claims are thoroughly reviewed and managed by the Customer Claims Management and
Support Centre at Bank of Georgia and the Service Quality Assurance (SQA) Team at Ameriabank.
We conduct investigations to address concerns and ensure appropriate outcomes for our customers.
Material claims involving allegations of discrimination or ethical misconduct are aggregated by the
Group CLO and reported quarterly to the Board.
Clear information
on rights
We provide customers with information on their rights and the appeal process if they are not
satisfied with the outcome of their complaint.
Root-cause analysis We regularly analyse the causes of complaints to identify and address any systemic issues and inform
process improvements.
Bank of Georgia & Ameriabank

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Bank of Georgia
32%
Loans
2%
Other
13%
Customer service
Phishing
9%
8%
Transactions
Accounts, deposits
3%
Digital channel and service
3%
Money retained in the ATM
3%
27%
Plastic cards
Ameriabank
Technical
service
51%
Processes and
procedures
27%
Service quality
12%
Terms and tariffs
8%
Refusal
1%
Bank of Georgia
4%
Consultation
In favour
of customer
24%
72%
In favour of the Bank
Ameriabank
Satisfied
59%
Rejected
29%
Partially satisfied
12%
Reports received
3
Unfavourable work
environment
Protest of a
dismissed employee
1
Breach of Code
of Conduct
and Ethics
3
7
Registered complaints by category
Resolution outcomes
Whistleblowing
We continue to foster a culture where our colleagues feel safe to speak up.
Bank of Georgia’s whistleblowing channel, WhistleB, allows
employees and stakeholders to raise concerns confidentially
and anonymously, if preferred. Managed by WhistleB, an
independent case management tool, it supports a speak-up
culture where individuals can report unethical practices without
fear of retaliation. The Whistleblowing Policy, overseen by the
Board and reviewed quarterly by the Audit Committee, governs
this process.
Over the past year, we redesigned the platform to enhance its
effectiveness, efficiency, and visibility. As a result, we have seen
improved reporting statistics and a greater focus on reports
related to potential violations of the Code of Conduct and
Ethics or other policies, rather than routine banking products
and services.
We are currently aligning Ameriabank’s policies and procedures
with the Group’s Whistleblowing Policy to ensure consistent
treatment of whistleblowing cases across the Group.

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Annual Report 2024 Lion Finance Group PLC
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Overview Strategy and Performance Sustainability Report Risk Management Going Concern and Viability Statements Overview of Financial Results
Working with suppliers
Procurement plays a vital role in sustainability and economic growth. With two leading
banks in Georgia and Armenia, we are committed to a responsible, transparent supply
chain that supports local businesses and fosters strong supplier relationships.
Reflecting our dedication to local economic growth, the majority of our 2024 procurement budget was allocated to local
suppliers. We manage procurement through a comprehensive sourcing process that focuses on quality, reliability, innovation,
and cost efficiency.
We rely on a diverse network of suppliers to support our operations and ensure the seamless delivery of our products and services.
These suppliers fulfill varied needs, including IT, infrastructure, office supplies, banking products, and renovation. Our supplier
network includes legal advisors, audit firms, hardware vendors, software developers, cloud service providers, cybersecurity firms,
advertising agencies, media firms, and office supply vendors. We maintain both long- and short-term relationships with these
suppliers, reflecting a diverse mix of labor-intensive and technology-driven services.
Bank of Georgia
Other
18%
Local suppliers
82%
Ameriabank
Other
12%
Local suppliers
88%
Bank of Georgia
24%
24%
IT
10%
Renovation
Banking
products
3%
28%
Professional
services
Office
supplies
11%
Rents
Ameriabank
IT
58%
Professional service
16%
Rents
16%
Banking products
6%
Office supplies
4%
Total spend on suppliers
Largest categories of suppliers by spend

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Promoting fairness and sustainability in our engagement
with non-employee workers
Bank of Georgia and Ameriabank engage approximately 1,200
and 270 non-employee workers, respectively, whose work is
directed or supervised by the organisation. These individuals
support critical functions ranging from administrative tasks
such as data entry to customer-facing roles in sales, marketing
and branch operations, and are crucial for addressing seasonal
or peak-time needs. They are typically engaged through service
contracts, including temporary or fixed-term agreements, with
external service providers.
We are committed to fostering fairness, equity, and
sustainability for all individuals working on our behalf. their
compensation and working conditions meet or exceed local
standards, reflect our values, comply with labor laws, and align
with global sustainability standards. We actively monitor and
assess contractor practices while maintaining appropriate
oversight of their work in line with contractual agreements.
We remain committed to fair and equitable compensation for
all individuals working with Bank of Georgia. Through regular
surveys and close collaboration with suppliers and contractors,
we monitor and improve practices to maintain a compliant and
supportive work environment.
Given that the local minimum wage in Georgia is outdated and
well below the subsistence minimum, we use average median
earnings as a benchmark to ensure fair compensation for
non-employee workers. To verify this, we conduct telephone
and face-to-face surveys with employees and contractors –
helping us assess wage levels, address concerns and ensure fair
compensation practices.
Total energy consumption overview
Our energy consumption, which includes electricity, heating, and cooling, is derived from both non-renewable and renewable sources.
Electricity is primarily sourced from the national grid, which utilises a mix of renewable and non-renewable sources. Notably, a
substantial portion of the electricity from the grid in Georgia comes from renewable sources.
Energy source (kWh) 2022 2023 2024
Bank of Georgia Bank of Georgia Bank of Georgia Ameriabank
Electricity 19,623,529 22,050,710 24,681,299 2,831,358
Natural gas
1
3,387,285 3,778,003 4,474,153 N/A
Fuel 443,963 771,259 658,857 59,480
Total 23,454,777 26,599,972 29,814,309 2,890,838
Energy intensity ratio
We assess energy efficiency at our buildings by calculating the energy intensity ratio, using total floor area to track energy
consumption relative to operational size and identify opportunities for improvement.
2022 2023 2024
Bank of Georgia Bank of Georgia Bank of Georgia Ameriabank
Total energy consumption (kWh) 23,454,777 26,599,972 29,814,309 2,890,838
Floor area (m²) 96,840 106,232 112,591 16,075
Energy intensity ratio (kWh/m²) 242 250 265 180
We continue to undertake initiatives to reduce energy consumption, including the installation of energy-efficient lighting, equipment
upgrades, and heating, ventilation and air conditioning (HVAC) optimisation. While energy use in Georgia increased due to the
expansion of office space to accommodate our growing workforce, offsetting some of the expected reductions from our energy-
efficiency initiatives, we remain committed to improving our sustainability practices. Our energy management strategy involves
continuous monitoring, data collection, and the adoption of energy-efficient technologies. We are actively increasing employee
awareness about energy-saving practices and exploring the integration of renewable energy sources into our operations.
Supplier E&S due diligence
Supplier E&S due diligence is a key part of our responsible
procurement approach. Bank of Georgia manages supplier
E&S risks according to our Supplier Code of Conduct,
continuously monitoring and promoting sustainable practices
across our supply chain. Bank of Georgia conducts thorough
assessments to identify and prevent potential E&S risks in
our supply chain, requiring suppliers with turnover above
GEL 500,000 to complete E&S questionnaires. In 2024, 52
suppliers were assessed for E&S impact, ensuring alignment
with our sustainability principles. All assessed suppliers met the
necessary criteria, and no significant E&S risks identified.
While the risk of child or forced labour in our direct operations is
low, we are committed to a zero-tolerance policy towards child
labour in our supply chain.
Operational environmental footprint
Our direct environmental impact is limited compared to
the broader impact we may have through the lending and
investment activities of our principal subsidiaries. However,
we recognise the importance of reducing our operational
environmental footprint, especially in energy consumption.
As this is our first year collecting environmental data from
Ameriabank, we are in the early stages of fully assessing its
operational environmental footprint. We are committed to
continuously improving our data collection and environmental
management systems. Therefore, with the exception of
specific data, the information in this section pertains to
Bank of Georgia.
1
Used primarily for heating and backup power reported in cubic meters (m³) and converted to kilowatt-hours (kWh) using a factor of 1 m³ = 9.7 kWh

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Overview Strategy and Performance Sustainability Report Risk Management Going Concern and Viability Statements Overview of Financial Results
Ameriabank’s headquarters is located in the Kamar Business
Center, Armenia’s first green commercial building, which
holds BREEAM certification, reflecting its adherence to the
highest international standards for energy efficiency and
eco-friendly design.
The total water consumption across all Bank of Georgia
facilities in 2024 was 109,898 m³ (109.9 megalitres),
representing a slight increase compared to 107,415 m³
(107.4 megalitres) in 2023. This increase is primarily attributed
to the expansion of office space and growth in the workforce
during the year.
Waste management
We prioritise responsible waste management, prioritising
waste minimization, recycling, and safe disposal practices in
compliance with local environmental regulations. While the
waste-related impacts from our activities and value chain are
minimal, we maintain a robust waste management system.
This system includes waste segregation practices in our back
offices, where recyclable and non-recyclable waste is separated
and transferred to licensed third-party waste management
providers for responsible handling. We ensure these providers
adhere to national environmental regulations through detailed
reporting and periodic audits.
We are dedicated to reducing waste through circularity
measures such as reusing office supplies, recycling electronic
devices, and minimsing paper use through digitalisation.
Furthermore, we collaborate with our suppliers to promote
responsible waste management throughout our value chain,
including the use of eco-friendly packaging and the safe
disposal of hazardous materials.
Type of waste Amount (2024)
Glass bottles 0.385 tonnes
Plastic bottles 3 tonnes
Mixed stationery and office supplies 300 m
3
Batteries 6 tonnes
Recycled paper from archive 79 tonnes
Recycled paper from offices 4 tonnes
Total recycled non-hazardous waste 86 tonnes
Total recycled hazardous waste 6 tonnes
Non-recyclable waste, such as mixed stationery and office
supplies, is transferred to specialised enterprises that ensure its
destruction through physical and chemical methods, preventing
harm to the environment and human health. Recyclable waste
including plastic, paper, and batteries is transferred to licensed
companies for proper recycling.
Managing operational emissions
Since 2012, we have reported greenhouse gas (GHG) emissions
and energy use in compliance with the Companies Act 2006
and related regulations. This Report includes emissions from
eight subsidiaries of Lion Finance Group PLC (Bank of Georgia,
BNB, Georgian Leasing Company, Georgian Card, Ameriabank,
Bank of Georgia Representative Office UK Limited, Galt
& Taggart and Digital Area). For more information about
managing operational emissions, please see our IFRS S2 report
starting on page 60.
A responsible approach to tax
Our approach to responsible business
extends to taxation. Responsible tax
practices are not just a legal requirement
but also a vital aspect of our commitment
to ethical business conduct and
sustainable development in the countries
in which the Group operates.
We have a responsibility to pay our fair share of tax in all
jurisdictions in which we operate, minimise the likelihood
of customers using us for tax evasion, and comply with the
spirit as well as the letter of the law. We are committed to
transparency in both our dealings with tax authorities and our
tax reporting.
The tax affairs within the Group are managed by local in-
house tax teams responsible for identifying and managing
tax risk by developing appropriate policies, standards and
controls. Tax affairs in the UK are managed with assistance
from experienced outsourced tax teams, who help us ensure
compliance with UK tax requirements, integrity of tax returns
and timely and accurate tax payments. Our approach to tax is
underpinned by our Tax Strategy, which has been approved by
the Board of Directors.
Having a constructive, professional and transparent
relationship with tax authorities is at the heart of how we
manage tax affairs across the Group. We actively support and
cooperate with tax authorities including on proposed changes
to tax legislation. Public policy advocacy on tax is pursued
though active involvement in different associations in Georgia
and Armenia, allowing us to engage in discussions on tax-
related issues, provide feedback on government initiatives and
propose our own solutions.
The Group’s profits are taxed at different rates depending on
the country or territory in which they arise. We are privileged
to play a central role in both the Georgian and the Armenian
economies, and our tax payments are just one of the ways we
contribute to the communities we serve. We also collect and
pay withholding and indirect taxes.

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Annual Report 2024 Lion Finance Group PLC
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Governance Financial Statements Additional Information
Taxes paid during 2024
Company Corporate income tax (GEL) Other tax (GEL) Total tax (GEL)
Georgia
BGEO Group – 23,855 23,855
Bank of Georgia 501,473,332 153,322,821 654,796,153
Solo 6,458 1,598,106 1,604,564
Tree of Life Foundation – 37,564 37,564
Georgian Leasing Company – 859,000 859,000
Galt & Taggart 3,309 2,406,747 2,410,056
United Securities Registrar of
Georgia
– 46,418 46,418
Express Technologies 430 73,830 74,260
Didi Digomi Research Center – 3,528 3,528
Georgian Card 3,853 2,662,134 2,665,987
Direct Debit Georgia 3,550 2,151,657 2,155,207
Metro Service + – 1,497,881 1,497,881
Digital Area 658,396 1,256,322 1,914,718
Area Extra 9,052 1,206,240 1,215,292
Easy Box 105 558,736 558,841
Optimo Global 95,895 129 96,024
Deliveri 1,409 75,102 76,511
El. Biletebi 3,396 532,465 535,861
BOG Asset Management – 124,619 124,619
Total 502,259,185 168,437,154 670,696,339
Armenia
Ameriabank 85,632,022 78,731,576 164,363,598
Invia 80,250 237,608 317,858
Dinno – 614,648 614,648
Total 85,712,271 79,583,833 165,296,104
Belarus
Belarusky Narodny Bank 11,497,800 14,009,925 25,507,725
BNB Leasing 8,079 805,446 813,525
Total 11,505,880 14,815,371 26,321,251
Hungary
Bank of Georgia Representative
Office Hungary
– 49,523 49,523
Israel Georgia Financial Investments 14,346 85,921 100,267
Türkiye
Representative Office of JSC Bank
of Georgia in Türkiye
– 2,894 2,894
UK
Lion Finance Group PLC (formerly
Bank of Georgia Group PLC)
149,521 2,353,426 2,502,947
Uzbekistan OPTIMO, FE LLC – 29,188 29,188
Cyprus Benderlock Investments Limited 80,960 – 80,960
Total 599,722,163 265,357,309 865,079,472

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Annual Report 2024 Lion Finance Group PLC
Strategic Report
Overview Strategy and Performance Sustainability Report Risk Management Going Concern and Viability Statements Overview of Financial Results
As a Group operating leading universal banks in Georgia and
Armenia, we are committed to improving access to financial
services – a key driver of economic growth and quality of life.
Limited access to modern daily banking solutions and financial
resources can stifle individual and community development,
which will in turn hinder our own success. Our goal is to ensure
everyone – regardless of location, background or ability – has
accessible tools and resources to easily manage their finances,
plan and execute big life decisions, and build their wealth
over time.
112
New ATMs
in 11 regions
591
New BOG Pay
Terminals
in 11 regions
259
Bank of Georgia
branches
in 11 regions
18
Newly opened
branches
in rural areas
From providing tailored financial products to self-employed
borrowers to incorporating multiple languages into Bank of
Georgia’s financial mobile app to reach ethnic minorities,
we continue to expand access to innovative digital financial
solutions, including digital payments.
We are also transforming our services for visually impaired
individuals to ensure they can navigate their financial needs
independently. Additionally, sCoolApp – Georgia’s first financial
mobile application for school students – promotes financial
literacy from an early age. Through these efforts we remove
barriers and empower individuals to thrive in a digitally
connected world.
Information in this chapter is provided for standalone Bank
of Georgia. Information on the impacts of Ameriabank on the
communities it serves will be gathered and measured more
consistently throughout 2025 and integrated into future
Group reporting.
Empowering ethnic minorities through
accessible banking
Ethnic minorities comprise c.13%
1
of Georgia’s population –
and those living outside Georgia’s capital have faced language
barriers, preventing them from accessing essential banking
products and services. To address this challenge, we integrated
Armenian, Azerbaijani and Turkish languages into Bank of
Georgia’s financial mobile application in 2024.
We identified 129 villages with predominantly Armenian
populations and 162 villages with predominantly Azerbaijani
populations, totalling an estimated 182,700 individuals.
To reach these communities, we created and distributed
informational flyers in Armenian and Azerbaijani highlighting
Bank of Georgia’s core banking products. As a direct result,
13,000 customers have activated the BOG App in one of
these languages, including 3,000 newly registered users.
2024 results
182.7K
Est. population
35%
MAC
25%
Digital MAU
21%
Payment MAU
To enhance financial inclusion we focus on:
Increasing the use of
digital financial products
and services.
Building financial literacy
among young people.
Building capabilities of businesses with relevant tools
and information.
Self-employed borrowers
We have identified and eliminated artificial barriers that have
previously impeded self-employed individuals from accessing
the full range of our credit products. Specifically, recognising
that the inconsistent or less formal income of these individuals
complicates traditional lending processes, we have redesigned
income validation and introduced advanced analytical methods
– allowing us to simplify and enhance the process and provide
relevant services to these customers.
We reached more self-employed individuals by engaging over
800 representatives across approximately 3,000 Georgian
villages. These partners help our credit experts reach as many
self-employed individuals as possible with information about
banking products and services.
Having reached 63,110 self-employed borrowers at year-end, we
continue to focus on this sub-segment to promote social equity,
contribute to economic empowerment and help people build
financial literacy for better decision-making.
63.1K
+15.4% y-o-y
Self-employed
borrowers
GEL 700.5M
+31.7% y-o-y
Loan portfolio of
self-employed clients
Plans for 2025
In 2025 we plan to further expand our efforts to serve ethnic
minorities and make banking more accessible. Based on
population density, we intend to increase the number of
access points and service channels, including new branches,
ATMs, self-service terminals and POS terminals in Armenian
and Azerbaijani languages, and strengthen collaborations
with ‘Bank’s partners’ – local people well-known and trusted in
specific villages.
1
https://www.geostat.ge/en/modules/categories/739/demographic-and-social-characteristics
Financial inclusion

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Governance Financial Statements Additional Information
Transforming services
for visually impaired individuals
Adapting services for people with disabilities, particularly those
who are visually impaired, is not just a matter of compliance
but a crucial step towards fostering an inclusive society. Visually
impaired individuals face unique challenges in accessing everyday
services and, without proper adaptations, are often excluded from
fully participating in society. By ensuring financial services are
accessible, we empower these individuals to live independently,
manage their finances securely and enjoy equal opportunities.
In 2024, we became the first commercial bank in Georgia
to offer comprehensive accessibility for visually impaired
customers. We fully adapted at least one branch in every region
of Georgia and every district of the capital to better serve their
needs. Additionally, we installed tactile pavements at these
branches to help visually impaired customers navigate safely
and independently.
At these fully adapted branches we also provide designated
private meeting rooms where customers can listen to legal
agreements and product documents via a voice-over. These
sessions are recorded with both video and audio, allowing
customers to review the content at their own pace, adjust the
audio speed, and revisit specific sections as needed – ensuring
they fully understand the terms. Their verbal consent is treated
as the equivalent of a signature, and once they have reviewed
and agreed to the terms, they receive a copy of the recording
for their records. A secure copy is also stored in our cloud
system with highly restricted access to protect privacy.
In addition to adapting our branches, we have also modified
140 ATMs so that visually impaired customers can use these
machines without assistance. To further safeguard their
privacy, the screen blurs as soon as a customer plugs in their
earphones, and a message appears confirming that the ATM
is in ‘listening mode’, ensuring privacy.
Our commitment to inclusivity remains strong, and we will continue
enhancing our services to ensure that everyone can thrive.
140
ATMs adapted
20
Branches fully
adapted for
visually impaired
persons
83%
of branches adapted
with ramps
sCoolApp
Recognising that financial literacy begins at an early age,
we aim to equip schoolchildren with the essential financial
skills they need for a secure future. sCoolApp, launched two
years ago as Georgia’s first financial application for school
students, supports this mission by facilitating children’s
financial journey through awareness campaigns and
hands-on daily banking experiences.
146K
+63.1 % y-o-y
sCoolApp MAU
By providing digital access to free daily money management
and banking products, and financial knowledge, sCoolApp
bridges the gap in regions where financial education may be
inaccessible to students.
By incorporating innovative tools into sCoolApp, we are
advancing our mission of promoting financial inclusion and
fostering daily engagement with the app. Its ‘Stories’ feature
delivers weekly stories covering key principles of financial
literacy, cultivating healthy financial practices for
long-term wellbeing.
In 2024, over 40 stories were shared, highlighting the
importance of financial education through topics such as:
CYBERSECURITY VARIOUS BANKING
PRODUCTS
SAVING
STRATEGIES
INVESTING CARD SECURITY RESPONSIBLE
SPENDING
Digital piggy bank
sCoolApp supports money management by offering a digital
piggy bank feature to encourage saving habits among school
students. The steady adoption of this feature demonstrates
sCoolApp’s success in raising awareness about the value
of saving.
69.2K
+145.5 % y-o-y
Active sCoolApp users
with an active piggy
bank account
Interactive game
The launch of ‘Other Universe’, an interactive game where
students embark on an exciting journey by answering simple
yet though-provoking questions, has encouraged learning
across various subjects, from financial education to history.
In2024, the game featured several creative ‘missions’ focused
on financial literacy, including saving, cybersecurity and
thoughtfulspending.
80%+
MAUs completing at
least one mission
Other Universe

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Annual Report 2024 Lion Finance Group PLC
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Overview Strategy and Performance Sustainability Report Risk Management Going Concern and Viability Statements Overview of Financial Results
Personal financial manager
Personal financial manager, embedded in sCoolApp, provides
a categorised breakdown of spending – revealing where
users spend the most. It enhances financial management
skills and helps children make sound financial decisions, avoid
overspending and set realistic budgets.
For 2025, our target is to reach 185,000 MAU with a strategic
emphasis on boosting user acquisition and improving daily
engagement. We will continue promoting financial literacy among
school students and supporting community initiatives that
empower young people.
Supporting local businesses
Enhancing financial literacy of local businesses is a key
component of fostering business development and sustainable
economic growth. By equipping entrepreneurs with essential
financial tools and knowledge, we empower them to improve
financial stability, enhance access to capital and make informed
decisions. We believe that financial education helps businesses
navigate risks, overcome challenges and achieve their financial
goals, ultimately strengthening the resilience and stability of
the overall business ecosystem.
Businesscourse.ge
Businesscourse.ge, an online platform offering free courses
to businesses, is designed to enhance financial literacy and
empower business owners with the essentials knowledge
and skills needed for successful operations. Its dynamic and
evolving curriculum ensures alignment with the changing
needs of businesses across various sectors, helping users stay
competitive and innovative by providing accessible, high-quality
training led by industry professionals.
Businesscourse.ge allows its users to get insights into areas
such as digital marketing, sustainable economy, labour
security, corporate finance, accounting, cybersecurity, and the
digitalising of business processes.
56
Online
courses
c.50,000
Individuals
reached since
inception
12
New
courses
Masterclasses: enhancing financial awareness
To improve our clients’ understanding of practical financial
management, we offered a series of masterclasses covering
essential topics such as effective management of budget
deficits, inventory accounting principles and their impact
on financial outcomes, and key financial challenges in the
business world.
6
Masterclasses
held
c.300
Business representatives
reached in 2024
The positive feedback and high engagement levels highlighted
the effectiveness of these events.
Developing businesses in regions
In collaboration with the Swiss Agency for Development and
Cooperation and the Rural Small and Medium Enterprises
Development Project, we successfully launched a programme
aimed at supporting businesses across various regions of
Georgia, beyond the major cities. Through this programme,
the advisory firm provides comprehensive consulting services,
including financial assessments, development of robust
financial models, cost analysis, operational recommendations,
and profitability evaluations for expansion.
100
Companies
reached in 2024
Supporting women entrepreneurs
Workshops for women entrepreneurs. In collaboration with
the EFSE Entrepreneurship Academy, we organise workshops
led by industry experts and successful entrepreneurs. These
sessions cover a wide range of essential topics, including
financial management, content creation, strategic planning,
and leadership, equipping participants with the tools to ensure
the future sustainability of their businesses.
11
Workshops
held
c.400
Women entrepreneurs
reached in 2024
School of Women Entrepreneurs. In partnership with the
United Nations Development Programme, we run the ‘School of
Women Entrepreneurs’ project, providing women entrepreneurs
with financial education, access to financing, and networking
opportunities. Participants undergo intensive group training in
financial management, sales techniques and communication
skills, followed by individual coaching sessions and assistance
in securing grants for their businesses and ideas. The project’s
ongoing popularity is evident in the consistently high number of
applications received – around 1,200 per batch – for the third
consecutive year.
60
Women entrepreneurs reached in 2024

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Annual Report 2024 Lion Finance Group PLC
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Governance Financial Statements Additional Information
Environmental and social risk management
We are committed to prudently managing the risks associated with our lending
activities at Bank of Georgia and Ameriabank. Through our Environmental and Social
Risk Management System (ESMS) we proactively identify potential risks, engage
with our customers and perform mitigating actions.
E&S risk management is integrated into the underwriting process for business clients. The ESMS is regularly updated and approved
by the ESI Committee and the Supervisory Board at Bank of Georgia, and by the Management Board at Ameriabank, ensuring it
aligns with our strategic goals, stakeholder expectations and changes in the legal and regulatory landscape.
Bank of Georgia and Ameriabank base E&S risk management on the following standards, regulations and policies:
Bank of Georgia Ameriabank
1
IFC Performance Standards.
2
EBRD Performance Requirements.
3
Local environmental, climate, social, health and safety, and labour laws and regulations.
4
Applicable international environmental, health and safety (EHS) conventions to which Georgia and Armenia are signatories.
5
ESMS.
6
International Labour Organization Core Labour Standards. Asian Development Bank’s Safeguard Policy Statement.
7
Sectoral E&S policies: heavy industry; mining; oil and gas;
waste; agriculture; forest resources; and biodiversity.
FMO Sectoral Guidelines.
E&S risk definition and management:
Risk level Definition E&S due diligence requirements E&S monitoring requirements
Low
Transactions with minimal or
no adverse E&S impact.
No in-depth assessment
required.
Not required.
Medium
Transactions with limited
E&S impacts.
Gaps are identified and where
appropriate an E&S action
plan is developed to minimise
them. For projects exceeding
US$ 5 million, clients must
comply with IFC Performance
Standards 1-8.
Bank of Georgia – Biannually
Ameriabank – not required.
High
Transactions with significant
adverse E&S impacts.
In-depth assessment required.
Gaps are identified and where
appropriate an E&S action
plan is developed. If E&S
issues are complex, a qualified
external consultant(s) should
be hired.
For projects exceeding US$ 5
million, clients must comply
with IFC Performance
Standards 1-8.
Annually.
Category A
Developments on ‘greenfield’
land or major extension or
transformation-conversion
projects.
As above. Annually.
Sustainable finance

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Annual Report 2024 Lion Finance Group PLC
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Overview Strategy and Performance Sustainability Report Risk Management Going Concern and Viability Statements Overview of Financial Results
E&S risk categorisation
Bank of Georgia
Dec-24
Low
54%
Medium
15%
High
29%
Category A
2%
Ameriabank
Dec-24
Low
40%
Medium
16%
High
44%
Category A projects constituted 1.8% of Bank of Georgia’s gross SME Banking and Corporate and Investment Banking loan
portfolio, and 1.04% of Bank of Georgia’s total gross loan portfolio as at 31 December 2024. Ameriabank has no Category A projects.
Sector
Exposure GEL million Exposure GEL million Share in business portfolio Share in business portfolio
2023 2024 2023 2024
Industry 258 247 2.31% 1.80%
Construction Materials 54 0 0.48% 0.00%
Consumer
Foods and Goods
32 0 0.28% 0.00%
Total 344 247 3.07% 1.80%
E&S due diligence data
In 2024, E&S due diligence was conducted for new clients
with potential E&S or high climate-related risks. Of GEL 1,435
million in new loans at Bank of Georgia and GEL 891 million at
Ameriabank, GEL 917 million was assessed at Bank of Georgia
and GEL 621 million at Ameriabank against IFC Performance
Standards, while the rest followed local legislations accordingly.
The data below shows the breakdown of the screened loans by
sector as at 31 December 2024.
E&S monitoring data
In 2024, E&S monitoring was conducted for all Category A and
high-risk clients. Of the total exposures, GEL 1,415 million at
Bank of Georgia (out of GEL 1,505 million) and GEL 157 million at
Ameriabank (out of GEL 1,908 million) were assessed against IFC
Performance Standards. The remaining amounts were reviewed
in line with local legislation. The data below shows the exposure
of these loans as at 31 December 2024.
Bank of Georgia
Dec-24
Construction/
development
49%
Human health and
social work activities
12%
Energy
8%
Manufacturing
6%
Accommodation and
food service activities
6%
Wholesale and retail trade
4%
Transport
4%
Service
4%
Other
7%
Total
GEL 1,435M
Total
GEL 1,505M
Construction/
development
26%
Manufacturing
13%
Energy
25%
Wholesale and
retail trade
10%
Service
10%
Accommodation
and food service
activities
9%
Other
7%
‘Other’ includes: Mining and quarrying; Agriculture and Real Estate Management.

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Annual Report 2024 Lion Finance Group PLC
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Governance Financial Statements Additional Information
Ameriabank
Dec-24
Construction/
development
31%
Agriculture,
forestry
and fishing
25%
Manufacturing except
for food production
8%
Energy
3%
Accommodation and
food service activities
2%
Manufacture of
food products
1%
Other
30%
Total
GEL 891M
Construction
40%
Agriculture and
forestry
37%
Energy
8%
Manufacturing except
for food production
1%
Other
14%
Total
GEL 1,908M
‘Other includes: Mining and quarrying; Production of trade or clothes; Manufacture of cement, lime and plaster; and Retail sale of automotive fuel in specialised stores.
During E&S risk assessments and annual monitoring, we work with clients to raise awareness of EHS issues, establish frameworks
for E&S standards, promote best practices, understand sector-specific EHS and climate risks, and provide recommendations while
tracking progress.
Highlights of 2024
Bank of Georgia Ameriabank
The ESI Committee and the Supervisory Board approved the
revised ESMS to align with the NBG’s new ESG Guidelines. The
Supervisory Board now reviews E&S risk assessments for all
large credit requests, covering compliance, client performance,
risks and mitigation measures.
The ESMS risk management system was enhanced through a
number of process automations and reporting quality upgrades.
Developed sectoral E&S policies for high-risk industries,
including heavy industry, mining, oil and gas, waste, agriculture
and forestry.
The Management Board approved the revised version of the
ESMS, including post-condition management, all reporting
flowcharts and the integration of recommendations from the
internal audit.
Provided E&S awareness training to clients, bankers and
risk managers.
Developed and implemented E&S and green loans training for
all loan officers to increase general awareness.
Assessed the E&S risks of over 100 beneficiary companies with
GEL 105 million exposure, providing financing and guarantees
through the World Bank-supported Credit Guarantee Scheme
for MSMEs under ‘Enterprise Georgia’.
Assessed E&S risks of 83 clients, with a total exposure of
approximately c.GEL 1,275 million.
With an external consultant, we developed an electronic
training module on the Sustainable Economy. The module
is available for free on the Bank of Georgia’s educational
platform, https://www.businesscourse.ge/courses/3b687e.
During E&S risk assessments and annual monitoring, we work with clients to raise awareness of EHS issues, establish frameworks
for E&S standards, promote best practices, understand sector-specific EHS and climate risks, and provide recommendations while
tracking progress. We also provide E&S Methodical Descriptions and an E&S Risk Management Manual, which is based on IFC
Performance Standards and local legislations.

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Overview Strategy and Performance Sustainability Report Risk Management Going Concern and Viability Statements Overview of Financial Results
5%
64%
GEL 1,343M
20%
Green buildings
7%
Green transport
Climate smart agriculture
Renewable energy
2%
Waste
2%
0.3%
Energy efficiency
Bio/Eco
53%
47%
Social portfolio
Green portfolio
GEL 1,950M
76%
18%
Healthcare
Financial service
5% 1%
Education
Infrastructure
GEL 926M
1
The Green Finance Framework is based on: LMA Green Loan Principles 2023; ICMA Green Bond Principles 2022; ICMA Green Project Mapping 2021; ICMA Harmonised
Framework for Impact Reporting 2023 and the NBG’s Green Taxonomy.
2
The green portfolio figure of 1,024 million includes exposures from the Retail, SME and CIB segments. For KPI reporting purposes, a narrower definition is applied, with the green
portfolio figure of 1,003 million reflecting only SME and CIB exposures.
Sustainable portfolio
Sustainability is at the core of our strategy. We are committed to
financing projects that contribute to a greener, more resilient and
sustainable future.
We are prioritising green lending and have made it a KPI
for our Executive Management. In 2024, we developed the
Green Finance Framework (GFF)
1
, which outlines the process
and criteria – including eligible green loan categories – to
support the mobilisation of debt capital for sustainable and
environmentally beneficial purposes.
Our Green Asset Pool includes Bank of Georgia’s fully NBG
Green Taxonomy-compliant green portfolio, along with loans
identified as green by partner IFIs but not classified under the
NBG’s definitions. It also includes Ameriabank’s green portfolio,
which has been assessed in accordance with the Green
Bond Framework.
As Armenia has not yet established a national taxonomy,
Ameriabank engaged Sustainalytics in 2024 to review projects
financed through green bond proceeds and assess their
alignment with the use-of-proceeds criteria outlined in the
Green Bond Framework.
Green Asset Pool
Sustainable portfolio
Our sustainability portfolio, which represents the total of the
green and social portfolios, amounts to GEL 1.95 billion. This
includes GEL 926 million in social loans and GEL 1,024 million
2
in
green loans, all of which fully comply with the National Bank of
Georgia’s Sustainable Finance Taxonomy.
In 2024 we began to identify social loans according to the
NBG’s Social Taxonomy eligibility criteria. This initiative reflects
our commitment to financing projects that drive positive social
impact, such as expanding access to financial services for micro
and small-sized women-owned enterprises, improving access
to healthcare, and enhancing the availability and quality of
education.
Bank of Georgia
Social portfolio

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Governance Financial Statements Additional Information
81%
GEL 247M
19%
Small hydropower plant
Solar energy
1
The green portfolio figure of 1,024 million includes exposures from the Retail, SME and CIB segments. For KPI reporting purposes, a narrower definition is applied, with the green
portfolio figure of 1,003 million reflecting only SME and CIB exposures.
2
Figure includes US$8 million in US$-denominated bonds and US$ equivalent of AMD 3 billion in AMD-denominated bonds.
3
Ameriabank’s green portfolio target for 2025 is AMD 40 billion. The figure is converted from AMD to GEL using the internally forecasted December 2025 AMD to GEL exchange rate.
In 2024, we set a green portfolio target of GEL 875 million,
which was surpassed, reaching GEL 1,024 million as at
31 December 2024
1
. This represents a 36.3% year-on-year
increase and accounts for 4.3% of the bank’s gross loan
portfolio, up from 3.7% in 2023. The green business portfolio
totalled GEL 1,003 million, comprising 7.4% of the business
portfolio (SME and Corporate Banking combined), compared
to 6.7% in 2023. This figure includes only the portfolio identified
based on the NBG’s Green Taxonomy criteria.
For 2025, we have set a target of at least GEL 1.2 billion, with
aspirations to reach GEL 1.3 billion.
Total outstanding green portfolio is 2.6% (2.8% in 2023) of
standalone Ameriabank’s gross loan portfolio and 4.4% of its
business portfolio (4.4% in 2023).
Green portfolio
Ameriabank became the first issuer of green bonds in Armenia
in 2020. Since then, it has issued a total of EUR 42 million, and
c. US$ 14.2 million
2
in green bonds, significantly advancing our
green financing initiatives and reinforcing our commitment to
environmental sustainability.
To support projects that positively impact the environment,
we have developed a robust Green Bond Framework. This
governs our green bond issuances and is fully aligned with the
International Capital Market Association (ICMA) Green Bond
Principles, ensuring transparency, credibility and environmental
integrity. A second-party opinion on the framework’s alignment
with these principles was provided by Sustainalytics, further
validating its alignment with best practice.
In 2024, Ameriabank’s green loan portfolio reached GEL 247
million, a 25% increase from GEL 198 million in 2023. For 2025,
Ameriabank has set a target of expanding its green portfolio to
GEL 285 million
3
.
Ameriabank
Green portfolio
7%
60%
19%
Green buildings
9%
Green transport
Climate smart agriculture
Renewable energy
2%
Waste
2%
0.4%
Energy efficiency
Bio/Eco
GEL 1,024M

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Overview Strategy and Performance Sustainability Report Risk Management Going Concern and Viability Statements Overview of Financial Results
Climate-related disclosures
Prepared in accordance with IFRS S2 and the climate-first transition relief under IFRS S1
Climate change presents both risks and opportunities for both people and companies,
and thus for the financial services sector. The Group recognises its role in addressing
this global challenge, and initiated its climate transition journey in 2021.
This report is prepared in line with the International Sustainability Standards Board’s (ISSB) IFRS S2 Climate-related Disclosures,
which builds on the Task Force on Climate-related Financial Disclosures (TCFD) by requiring more detailed reporting. Although not
yet mandatory for London-listed companies, the Group has voluntarily adopted IFRS S2 to enhance transparency, anticipate future
regulations, and align with global best practices. The Group continues to monitor the UK’s expected adoption of IFRS S2 in the form
of the UK Sustainability Reporting Standards.
In doing so, the Group has applied the transition relief under IFRS S1, which permits preparers to focus initially on climate-related
disclosures. This report therefore applies IFRS S2 in full, and IFRS S1 only to the extent necessary to support these disclosures, consistent
with the ISSB’s climate-first guidance (Applying IFRS S1 when reporting only climate-related disclosures in accordance with IFRS S2).
We have also considered our reporting obligations under both the UK Financial Conduct Authority’s Listing Rules and Sections 414CA
and 414 CB of the UK Companies Act 2006, and confirm that our disclosures are consistent with the TCFD Recommendations and
Recommended disclosures and the UK Companies Act 2006.
Fair presentation and materiality
The report has been prepared in a manner intended to achieve fair presentation, as required by IFRS S1. We report only material
information — defined as information which could reasonably be expected to influence decisions made by primary users of general
purpose financial reports in relation to the entity’s enterprise value. The Group applies both quantitative and qualitative criteria in
determining the materiality of climate-related risks and opportunities.
Judgement, estimates and uncertainties
The preparation of these disclosure involves the use of significant judgement, particularly in identifying material topics, defining time horizons,
and selecting methodologies for climate scenario analysis and emissions estimation. Where forward-looking information is presented, such
as emissions forecasts or scenario-based risk estimates, these are based on reasonable and supportable assumptions available at the time
of reporting. Estimation techniques, key assumptions and related uncertainties are explained within the relevant sections of this report.
Scope and boundary
This report covers JSC Bank of Georgia, which represented 72% of the Group’s total assets as at 31 December 2024. Ameriabank,
acquired at the end of March 2024, is not yet included. Integration of its sustainability-related data is underway, and the Group expects to
report on Ameriabank from 2026 onward.
Sources of guidance
This report is prepared in reference to IFRS S2 and relevant sections of IFRS S1, and is informed by complementary frameworks, including:
• TCFD
• UK Financial Conduct Authority’s Listing Rules
• UK Companies Act 2006 (sections 414CA and 414CB)
• Greenhouse Gas Protocol
• Partnership for Carbon Accounting Financials (PCAF) Standard for financed emissions
Connected information
The report is structured to reflect the interconnections across governance, strategy, risk management, and metrics and targets, helping
users understand how climate-related issues influence our business model and financial performance.
Comparative information
Where prior-year information is available and comparable, we include it to support y-o-y analysis. In cases where data is unavailable
(e.g. newly introduced metrics), we present current year figures along with explanations of the methodology.
Timing and frequency of reporting
These disclosures align with the Group’s financial reporting calendar and will be provided annually. This report covers the year ending
31 December 2024.
Statement of compliance
This report constitutes a partial application of the IFRS Sustainability Disclosure Standards. In line with IFRS S1 paragraph 72, the Group
is not making an explicit and unreserved statement of compliance with IFRS S1. Instead, the report reflects a targeted application of IFRS
S1, limited to those provisions relevant to climate-related financial disclosures under IFRS S2.
The Key messages section outlines the areas of reporting that the Group has been developing and enhancing. The following pages detail
our current position, future expectations, and areas for further development regarding our climate reporting.

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Governance Financial Statements Additional Information
Pillar Recommended Disclosure Actions Page
Governance
The Bank’s governance processes,
controls and procedures an entity
uses to monitor, manage and
oversee climate-related risks
and opportunities.
a) The governance body(s) responsible
for oversight of climate-related risks
and opportunities.
Ensure governance structure is
maintained.
62-63
b) Management’s role in the governance
processes, controls and procedures
used to monitor, manage and oversee
climate-related risks and opportunities.
Executive KPIs aligned with green loan
portfolio target.
63-65
Strategy
The Bank’s strategy for managing
climate-related risks and
opportunities.
a) The climate-related risks and
opportunities that could reasonably
expect to affect the entity’s prospects.
Annual review and further incorporation
into business strategy.
66-67
b) The effects of climate-related risks
and opportunities on the entity’s
strategy and decision-making, including
information about its climate-related
transition plan.
Current and anticipated mitigation and
adaptation efforts.
68-69
c) Effects of climate-related risks and
opportunities on the entity’s financial
position, financial performance and
cash flow.
Commitment to quantify the impacts
on our financial planning.
69
d) The Bank’s assessment of its climate
resilience.
Develop robust scenario analysis to test
the resilience of the business.
69
Risk management
The Bank’s processes to identify,
assess, prioritise and monitor
climate-related risks
and opportunities.
a) The processes and related policies the
entity uses to identify, assess, prioritise
and monitor climate-related risks and
opportunities.
Review processes for identifying
and managing climate-related risks
and opportunities.
69-76
b) The extent to which – and how – the
processes for identifying, assessing,
prioritising and monitoring climate-
related risks and opportunities are
integrated into the Bank’s overall risk
management process.
Embedding climate risk into Enterprise
Risk Management (ERM).
69-71
Metrics and targets
The Bank’s performance in relation
to its climate-related risks and
opportunities.
a) Scope 1, Scope 2 and Scope 3
greenhouse gas (GHG) emissions.
Disclose and monitor our
GHG emissions.
77-78
b) Metrics used by the Bank to assess
climate-related risks and opportunities
in line with its strategy and risk
management processes.
Set, review and monitor targets. 79
c) Climate-related targets to monitor
progress towards achieving the Bank’s
strategic goals.
Set, review and monitor targets. 80-81
Climate change in Georgia at a glance
In 2015, Georgia joined 196 nations in committing to the Paris
Agreement – aiming to limit global warming to 2°C, with efforts
to keep it to 1.5°C.
Georgia, with its rich biodiversity and climate-sensitive sectors like
agriculture and tourism, is particularly vulnerable to climate change.
Despite low GHG emissions – 17,766 Gg CO
2
e in 2017, about 0.03%
of global emissions – and a high share of hydropower (76.6% in
2023), emissions are rising in sectors such as transport and industry.
To address these challenges and meet the Paris Agreement goals,
Georgia has outlined several climate action goals:
1
By 2030, to reduce total GHG emissions by 35%
compared with the 1990 level, and to limit emissions in
sectors such as energy and transportation.
2
To support renewable energy generation
and transmission.
3
To support the development of low-carbon approaches
in the building, industry, waste and agriculture sectors.
4
To set national energy-saving targets in private and
public sectors, particularly in relation to energy efficiency
in buildings.
Georgia has adopted the long-term low emissions development
strategy, declaring ‘carbon neutrality’ an important goal
by 2050. Georgia has also committed to presenting a new
Nationally Determined Contribution (NDC) in 2025. In line
with our commitment to supporting Georgia’s climate goals,
including those outlined in its NDC, we will review and update
our strategy accordingly following the NDC update in 2025.
Key messages
Our climate action and reporting are in line with the four
pillars defined by the IFRS S2, TCFD and key themes of the UK
Companies Act 2006: Governance; Strategy; Risk Management;
and Metrics and Targets. Since last year’s report, we have
enhanced our reporting on several items:
• Financed emissions: We have taken significant steps to
increase the coverage of our portfolio. In 2024 we calculated
financed emissions for 43.7% of our corporate portfolio and
intend to increase coverage to 45-50% in 2025. Our approach
is grounded in materiality and therefore prioritises the
coverage of large single-borrower exposures within high-
emitting sectors. Unlike more developed disclosure regimes,
there is no requirement from the real economy to report on
any sustainability topics, let alone emissions. We therefore
are working closely with our clients in this area and will
necessitate an incremental approach.

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Overview Strategy and Performance Sustainability Report Risk Management Going Concern and Viability Statements Overview of Financial Results
• Climate risk management: In 2024 we undertook significant
enhancements to our due diligence process, embedding
climate-related considerations into our lending practices.
We also enhanced our materiality assessment approach,
transitioning from qualitative to quantitative analysis with
a particular emphasis on credit risk. The updated due
diligence process is scheduled for approval and full
implementation in 2025.
• Stress testing: In line with our commitment to advancing
climate risk management, the Bank has initiated its first
climate stress-testing exercise to assess the potential
financial impacts of climate-related risks on our portfolio.
This foundational effort is designed to align with global best
practices and will provide valuable insights into the resilience
of our portfolio under a range of climate scenarios. The
exercise is ongoing, with initial results expected to inform our
capital planning, long-term strategy and risk management
framework. We are committed to completing the full
assessment in 2025 and will continue to refine our approach
as methodologies and regulatory expectations evolve.
• Climate opportunities: In 2024, green loan portfolio targets
were included in Executive Management KPIs and linked to
remuneration. Going forward, we may consider developing
additional, sector-specific targets.
Governance
Board oversight
The Board of Directors takes into account climate-related
risks and opportunities through an integrated governance and
oversight process, ensuring alignment with the Bank’s strategy,
decision-making and risk management practices. The Board
has been actively engaged in climate-related issues since 2022,
focusing on the quality and efficacy of the Bank’s approach
to climate change. Below are the key mechanisms and
processes involved:
The Board holds ultimate responsibility for
ensuring climate-related risks and opportunities
are embedded into the entity’s strategy.
The Board approved the Bank’s Climate Action Strategy and
internal Climate Risk Management (CliRM) framework in 2022.
Progress, including green portfolio performance, is reviewed
quarterly. The Board ensures alignment with long-term
sustainability goals and oversees climate risk management in
major transactions, enabling informed decision-making.
The Board approved the Environmental Policy in 2023, which
defines principles for environmental protection, climate change
adaptation, E&S risk management and sustainable finance.
In 2024, during a quarterly meeting, a comprehensive IFRS S1
and S2 gap analysis was presented to the Board, highlighting
transition relief measures, compliance gaps and proposed
solutions. The discussion emphasised key aspects of IFRS S2
as the Group prepares to transition to reporting under the UK
Sustainability Reporting Standards.
The Board, as part of the Group’s wider strategy, also considers
climate-related risks and opportunities arising from major
transactions. As part of the Ameriabank acquisition, the
Group conducted an ESG due diligence exercise – although,
given Ameriabank’s limited climate-related practices, this was
a limited review. The Group continues to work to integrate
Ameriabank into its climate reporting and practices.
The Board bears the overall responsibility for
the Group’s ESG strategy
The Supervisory Board of JSC Bank of Georgia oversees the
Bank’s ESG strategy and implementation as outlined in its
statute, which aligns with the NBG’s Corporate Governance
Code. This includes managing E&S risks and governance
structures to fulfil strategic goals.
In December 2021, the Board of Directors of the Company
retained primary decision-making and reporting on E&S
matters for the Group.
In December 2024, the matters reserved for the Board were
updated to expand responsibilities for assessing non-financial
risks, including climate-related risks.
The Board regularly examines opportunities and
risks as well as measures taken
Since 2023, the Bank has conducted climate risk assessments
for all large credit requests, providing the Supervisory Board
with detailed reports on regulatory requirements, sectoral
climate strategies and clients’ transition plans. These reports
support strategic decision-making.
In 2024 the Bank introduced a new climate-related due
diligence process, set for implementation in 2025, to enhance
the identification of physical and transition risks – ensuring
alignment with the Bank’s Climate Action Strategy.
The Board also reviewed the portfolio’s climate risk breakdown
and short-term outlook, and was informed of plans to enhance
the methodology for credit and investment portfolio screening of
climate-related transition and physical risks in line with IFRS S2.
Quarterly risk reports on the green portfolio are provided to the
Board, enabling ongoing monitoring of sustainable investments,
alignment with climate goals and informed decision-making.
Governance and accountability structure
The Group’s committees are actively involved
in overseeing climate-related risks. The Board
and its Committees meet regularly to address
climate-related issues, ensuring continuous
oversight of risks and opportunities.

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Governance Financial Statements Additional Information
Mandate/scope Membership Frequency
The Board
Responsible for the Group's long-term
success and sustainable value creation
for shareholders. Oversees operations,
ensuring alignment with strategies
and targets. Approves climate-related
financial disclosures.
Full Board. At least quarterly.
Risk Committee
Primary responsibility for risk
management at the Board level,
including overseeing climate change
as an emerging risk in the Bank’s
loan portfolio.
At least three Independent
Non-executive Directors. The
CRO attends all meetings. Other
members of Executive Management
attend as and when required.
At least four times a year.
Audit Committee
Assesses the quality of the Company’s
disclosures, including the quality of
data and whether the information
provided is sufficient for stakeholders
to assess how the Group is managing
climate-related matters.
At least three Independent Non-
executive Directors. Attended by
Internal Audit and the External
Auditor. May also be attended by
Executive Management members
and senior managers as and
when required.
At least four times a year.
Remuneration
Committee
Sets climate-related targets for the
CEO and considers how the Bank’s
Executive Management performs
against climate-related objectives
and targets.
At least three Independent
Non-executive Directors.
At least twice a year.
ESI Committee
Reviews progress on the Bank’s Climate
Action Strategy and CLiRM framework
implementation, and determines
appropriate measures.
CEO, CRO, Head of Operations,
CFO, CLO, Head of HR, CMO,
Head of Investor Relations and
Head of Funding.
At least twice a year.
Skills and competencies
The Board believes its members have the
expertise to support the Group’s climate
and sustainability strategy.
Non-executive Director Hanna Loikkanen, a member of the
Audit and Nomination Committees, brings strong climate
expertise. She has completed sustainability courses at London
Business School and on GRI Standards. As Chief Investment
Officer at Finnfund, a Finnish state-owned impact investor, she
focuses on sustainable sectors like renewable energy, forestry
and agriculture, prioritising climate impact. Since 2020, she has
also served on the Caucasus Nature Fund board, supporting
conservation in Armenia, Azerbaijan and Georgia.
In 2024, Board members participated in comprehensive climate
training to enhance their understanding of evolving climate
regulations, risk management and sustainability best practices.
The programme focused on integrating climate considerations
into governance and decision-making, ensuring alignment with
global standards and stakeholder expectations. This training
strengthens the Board’s ability to oversee the Group’s climate
strategy, manage risks effectively and drive sustainable long-
term value.
We are continuing climate training for the Board to further
enhance their expertise, ensuring they remain well-equipped to
oversee climate strategy, manage risks and drive sustainable
value in alignment with global standards.
Management’s role
Established in 2022 at the Supervisory Board’s direction, the
ESI Committee anchors climate change and sustainability
initiatives. The committee, comprising Executive Management
and senior managers, has a minimum of three members and is
chaired by the CEO.
The Committee oversees the management of the Bank’s climate
risk and opportunities, focusing on lending and operational
activities. It is responsible for designing, implementing and
enhancing climate and environmental strategies.
In 2024, the Committee dedicated one meeting to climate-
related matters, focusing on the outcomes of the IFRS S2 gap
analysis. It also initiated discussions on integrating green loan
screening within the retail segment to support green finance and
the transition to a low-carbon economy. The Committee actively
promoted adjustments to align with IFRS S2 requirements and
ensured sustainability integration into business processes.
The Committee’s work is supported by the cross-functional
Climate Working Group, established in 2021, which continued to
implement the Bank’s Climate Action Strategy, enhance green
finance processes, manage climate-related risks and opportunities,
and contribute to climate-related disclosures throughout 2024.
Our climate-related governance model
The Group’s sustainability governance model ensures that the
Board and its Committees have the necessary information
for effective decision-making and oversight. It also facilitates
Executive Management’s active involvement in assessing and
managing climate-related risks and opportunities through their
supervisory role, as detailed in the graph on page 64.

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Overview Strategy and Performance Sustainability Report Risk Management Going Concern and Viability Statements Overview of Financial Results
Body Responsibilities Overall responsibility
Enterprise Risk
Management (ERM)
• Assesses the impact of specific climate scenarios on principal risks.
Ensures climate risks are well integrated into the Bank’s overall risk
management framework and management responses.
• Coordinates and implements climate-related stress testing and
integrates climate considerations into the Bank’s policies.
CRO
Environment Climate
Risk Management
(ECRM) unit
• Conducts research on climate-related matters (such as policies and
risk assessment methods).
• Assesses climate-related risks for the Bank’s clients, based on a
standardised due diligence process.
• Together with the Corporate Banking department, calculates
financed emissions.
• Supports other departments in conducting climate-related tasks.
• Prepares climate-related disclosures.
CRO
CIB and SME Banking
departments
• Collects data from clients for climate-related risk assessment and
GHG calculation.
Deputy CEO - CIB and Head of
SME Business
CIB and SME Banking
departments
Credit Risk Management
departments
• Checks whether information collected by bankers during initial
climate-related screening is reasonable before projects are submitted
to the Credit Committee.
• Coordinates with ERM to carry out climate stress testing on the
Bank’s loan portfolio.
Deputy CEO - CIB,
Head of SME Business and CRO
Operational Support
department
• Collects relevant data and calculates GHG emissions from
the Bank’s own operations, including Scope 1, 2 and 3
(except financed emissions).
• Sets the Bank’s supply chain ESG policies and supplier ESG
due diligence.
Heads of Operations
Investor Relations
department
• Notifies the ECRM unit of climate-related requirements and/
or expectations of investors and stakeholders that could lead to
reputational risks for the Group.
CEO
ESG and sustainability
direction
• Is responsible for the Bank’s overall ESG strategy and
sustainability agenda.
• Leads and supports development of green lending products.
• Is responsible for ESG-related policies.
CLO
Legal department
• Conducts research on new climate-related regulation that could lead
to legal risks for the Group.
CLO
HR department
• Ensures the relevant people have the required skill sets to address
sustainability and climate issues.
• Ensures employee awareness and engagement actions on
climate and sustainability.
Head of Human Capital
Management
Board of Directors / Supervisory Board
Environmental and Social Impact Committee
Enterprise-wide Risk Environmental and Climate Risk Lending, Credit Risk
ESG and Sustainability Investor Relations Operations Legal
Climate Working Group

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Governance Financial Statements Additional Information
Performance targets
The ESI Committee oversees the establishment and monitoring
of climate-related targets by analysing past performance
and consulting relevant stakeholders. Targets are reviewed
monthly to ensure alignment with regulations and strategic
goals. To reinforce accountability for sustainability, the
Board has included green loan portfolio targets in Executive
Management’s KPIs since 2024, directly linking these targets to
their remuneration. The Committee Chair reports to the Board,
which ensures ultimate oversight.
Strategy
Climate-related risks and opportunities
We recognise that climate-related risks and opportunities
are integral to our strategic planning. We identify, assess
and manage both physical and transition risks while seizing
opportunities that arise as we move towards a low-carbon
economy. Below, we outline our approach to climate-related
risks and opportunities, including definitions, time horizons
and material risks and opportunities.
Physical risks refer to the potential negative impacts of
climate change on assets, infrastructure, operations and
the broader economy.
Transition risks present material financial challenges for banks
in the long-term, particularly as they navigate their portfolios’
alignment with a low-carbon economy. These risks stem from
regulatory changes, technological advancements, market
dynamics and reputational pressures that influence both the
Bank’s operations and its clients’ financial health.
To translate these risks into actionable insights, in 2024 we
began using the Risk Factor Pathways (RFP) methodology.
This methodology identifies, analyses and manages potential
risks within a system by mapping the pathways through which
different risk factors – such as direct and indirect emissions,
capital expenditure and revenues – affect financial outcomes.
By integrating macroeconomic conditions, sector-specific
dynamics and scenario-based projections, the methodology
ensures comprehensive risk assessment and management.
Table 1: Transition risk RFPs tracked across loan portfolio
Drivers
Policies, technologies and market
1
Risk factors Potential impact
Direct cost of GHG emissions Changes in the price of carbon emissions with respect to the baseline scenario
may result in cost increases. As regulations tighten, the sector will face increased
financial burdens directly linked to its GHG emissions.
Indirect cost of GHG emissions Changes in the cost of energy and inputs consumed in carrying out the activity, due
to changes in the price of carbon-intensive activities and inputs. Higher costs are
associated with environmental impact assessments, reporting and monitoring, as
well as potential liabilities from environmental damage and health impacts.
Increase in capex investment Initial investments will increase to enhance resilience of infrastructure and improve
efficiency. In the long term, significant investments will be directed towards transitioning
to renewable energy sources and complying with stricter environmental regulations.
Decrease in revenues Changes in demand for high-carbon-related products resulting from governments’
decarbonisation commitments and migration to more sustainable energy models. As
policies and incentives favour renewable energy sources, traditional fossil-fuel-based
generation will face reduced market share and profitability.
In this year’s report, we have adopted differentiated time horizons
for climate scenario analysis to better align with the unique
characteristics of climate risks and opportunities. While our prior
report largely reflected analysis based on the tenors of our financial
exposures, we recognise that climate risks and opportunities often
manifest over varying timelines that extend beyond this.
Transition risks can materialise in the short to medium term, directly
impacting near-term financial exposures and market conditions.
Physical risks, on the other hand, tend to develop over longer
time horizons – potentially affecting the resilience of assets and
operations in the future. We have therefore adopted short- (1-5
years), medium- (5-15 years), and long-term (15+ years) horizons and
aim to capture both immediate and systemic risks more effectively.
We leverage scenario analysis and materiality assessment to identify climate-related risks and opportunities in Bank of Georgia’s
banking operations. The risks outlined in Table 2 highlight potential exposures while also creating opportunities for the Bank to
strengthen risk management and unlock growth – as detailed in Table 3.
The graphic below outlines how each horizon corresponds
to the expected manifestation of climate-related risks and
opportunities – from short-term regulatory and market-driven
impacts to more profound technological, policy and physical risk
developments over the medium and long term. By extending
our scenario analysis beyond standard horizons, particularly
for medium- and long-term periods, we ensure our climate
transition planning remains forward-looking and resilient. This
approach supports a comprehensive understanding of how
climate risks and opportunities may influence our risk profile,
financial stability and long-term strategy, while also guiding
client engagement and capital allocation.
Medium term (2040)
Reflects the period in which significant
regulatory changes and technological
advancements are expected to have
more pronounced effects. Covers the
gradual transition of industries and the
widespread adoption of low-carbon
technologies and practices.
Short term (2030)
Focuses on immediate and near-
term risks and opportunities, such as
compliance with evolving regulations,
the initial effects of climate-related
events and early-stage market shifts.
Long term (2050)
Encompasses the long-term,
irreversible impacts of climate change
– such as rising global temperatures,
long-term water scarcity and
large-scale market shifts towards
sustainability. Considers the full extent
of climate-related changes and their
influence on future business models.
1
For simplicity the two elements, consumer preferences and reputations, are condensed into the one market element.

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Table 2: Climate-related risks and business model effects
Risk Type Description Term Current effects Anticipated effects
Drought Physical
risk
Risks arising from
prolonged dry periods,
leading to water
shortages, impacting
agriculture and water-
dependent industries.
Medium to
long term
Limited direct impact
but sectors such as
agriculture may face
localised disruptions.
As climate change progresses,
droughts could increase
operational disruptions for water-
intensive industries – affecting
credit risk. Bank of Georgia may
need to adjust risk models to
account for sectors vulnerable to
water scarcity – especially those
in agriculture, manufacturing,
wholesale and retail trade.
Heatwave Physical
risk
Risks arising from
extreme heat
events, leading to
increased energy
consumption, strain on
cooling systems and
potential damage to
infrastructure.
Short to
medium term
Limited direct impact
on Bank of Georgia
operations but may
cause disruptions
to key industries in
the region, such as
construction.
More frequent heatwaves could
disrupt operations, increase
costs and affect productivity
in vulnerable sectors. Potential
risks may arise in agriculture,
manufacturing and construction.
The Bank will need to account
for these effects in its risk
management framework and
adjust sectoral strategies
accordingly.
Floods Physical
risk
Extreme weather
events such as flooding
that could damage
infrastructure, disrupt
supply chains and affect
real estate values.
Medium to
long term
Minimal direct
impact but
may affect loan
performance
in flood-prone
regions or sectors
with significant
infrastructure
exposure, such as
real estate and
construction.
Increased flooding risks could lead
to asset impairments and higher
recovery costs, particularly in
flood-prone areas. Adjustments to
credit risk models will be required
for sectors and regions highly
vulnerable to flooding, particularly
real estate, agriculture and
infrastructure sectors.
Direct GHG
emissions
Transition
risk
Risks stemming from
direct emissions
generated by a
company’s own
operations (Scope
1). These may incur
increased costs due to
carbon taxes, carbon
pricing or compliance
with emission
regulations.
Medium to
long term
Georgia lacks carbon
pricing, so direct
emissions do not yet
significantly impact
Bank of Georgia
operations.
While carbon markets are still
under discussion and yet to be
established, the implementation
of Carbon Border Adjustment
Mechanism (CBAM) from 2026
will increase costs for sectors
with high direct emissions. This
creates credit risks for Bank
of Georgia as clients in these
sectors may face financial strain
from adapting operations,
implementing decarbonisation
strategies and preparing for
potential future carbon pricing.
These pressures could lead to
reduced profitability, liquidity
challenges and a heightened risk
of default, impacting the Bank’s
credit portfolio.
Indirect GHG
emissions
Transition
risk
Risks related to
emissions from a
company’s value chain
(Scope 3). This includes
upstream emissions
from suppliers and
downstream emissions
from products in use
or disposal.
Medium to
long term
No direct impact as
Georgia lacks carbon
pricing.
The CBAM’s definitive regime
from 2026, following the 2023-
2025 transitional phase, will raise
costs for industries dependent
on carbon-intensive supply
chains. For Bank of Georgia,
this poses credit risks as clients
may face margin compression,
reduced profitability or liquidity
challenges. Failure to adequately
manage indirect emissions or
meet regulatory requirements
could result in non-compliance,
reputational damage, and
business disruptions, thereby
increasing default risks, NPLs,
and pressure on the Bank’s
credit portfolio.

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Governance Financial Statements Additional Information
Risk Type Description Term Current effects Anticipated effects
Investments Transition
risk
Risks related to capital
expenditures required to
transition towards more
sustainable, low-carbon
technologies and
financial exposure linked
to green investments.
Medium to
long term
Clients may not yet
be fully aware of
possible transition
risks due to limited
knowledge on
international and
national regulations.
The CBAM and indirect carbon
pricing will heavily impact carbon-
intensive sectors. Alongside the
expected Corporate Sustainability
Reporting Directive (CSRD)
requirements – potentially
implemented in 2027, as per Service
for Accounting, Reporting and
Auditing Supervision – businesses
will need to reassess low-carbon
investments and significantly
increase green transition efforts.
For Bank of Georgia, this could
heighten credit risk as clients may
struggle with financial pressures,
strained cash flows and regulatory
compliance, potentially leading to
debt repayment challenges and
weaker credit profiles.
Table 3: Climate-related opportunities and business model effects
Risk Type Description Term Current effects Anticipated effects
Water-efficient
technologies
Physical
risk
Financing for water-
efficient technologies
such as irrigation
systems, water
recycling solutions
and flood-resistant
infrastructure,
especially in water-
stressed sectors.
Medium to
long term
Provides
opportunities for
financing water-
efficient solutions
in agriculture and
manufacturing
sectors.
Increased drought conditions will
create greater demand for water-
saving investments. Bank of
Georgia can capitalise by offering
tailored green financing solutions.
Energy-efficient
cooling and
renewable
energy
Physical
risk
Supporting investment
in cooling systems,
energy-efficient
buildings and
renewable energy
solutions to combat
rising temperatures
and heatwaves.
Short to
medium
term
Heatwaves provide
immediate demand
for energy-efficient
solutions and cooling
systems.
As heatwaves become more
frequent, Bank of Georgia can
offer financing for green buildings
and renewable energy systems,
enhancing its product portfolio in
energy efficiency.
Flood resilience
infrastructure
Physical
risk
Financing flood resilience
projects, such as flood
barriers and resilient
building materials to
mitigate physical risks
from flooding.
Medium to
long term
Immediate demand
for infrastructure to
mitigate flooding in
high-risk regions.
Increased flooding risks will lead
to long-term demand for flood
resilience projects, enabling Bank
of Georgia to support long-term
adaptation strategies for clients
in affected sectors.
Low-carbon
technologies
Transition
risk
Providing financing for
businesses investing in
low-carbon technologies
like renewables, energy
efficiency upgrades,
electrification of
transport and
sustainable farming
practices.
Short to
medium
term
As carbon-intensive
sectors face
increased operational
costs, Bank of
Georgia can help
finance the adoption
of low-carbon
technologies.
The rise of carbon pricing and
CBAM will drive demand for green
technologies, creating a market
for green loans and financing
options.
Supply chain
decarbonisation
Transition
risk
Financing to help
clients reduce indirect
emissions in their
supply chains, such
as transitioning to
renewable energy
or improving energy
efficiency across their
value chain.
Medium to
long term
With ongoing pressure
for industries to
address indirect
emissions, Bank of
Georgia can support
clients in decarbonising
their supply chains
through tailored
financing solutions.
As CBAM regulations come into
full force, industries will face
higher costs for carbon-intensive
imports – increasing demand
for Bank of Georgia’s financial
products geared towards
sustainable supply
chain management.
Assisting clients
with transition
plans and
low-carbon
investments
Transition
risk
Supporting clients in
developing transition
plans to decarbonise
in line with future
regulations, ensuring
they meet CSRD
and other regulatory
requirements.
Short to
medium
term
Bank of Georgia can
position itself as a
trusted advisor for
clients looking to
develop transition
plans, offering both
advisory and financial
products.
As CSRD mandates carbon
transition planning, Bank of
Georgia will be in a strong position
to support clients in meeting
regulatory requirements and
accelerating their decarbonisation
strategies – enhancing its role in
the green finance ecosystem.
For a detailed assessment of inherent sector-based climate physical and transition risks, please refer to the heatmaps on page 72.

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Our climate transition plan
We are committed to supporting Georgia’s climate-related goals, particularly those outlined in the country’s updated NDC.
Figure 1: Our Climate Action Strategy
AmbitionCommitments
We commit to ensuring our actions support Georgia’s climate-related goals, including those specified in its updated
NDC (2021). As plans are updated, the Bank will update its own targets and policies with more detail.
Anchoring climate expertise in our skill-set. Making climate change an integral part of capacity building.
Monitoring and managing climate
risks in the client base
Collecting data, raising clients’ awareness
and developing an approach to engaging
with high-risk clients.
Providing financing and solutions to
clients, and reducing the hurdles for
climate finance.
Supporting a low-carbon,
resilient economy
Incrementally expanding monitoring of our
operational carbon footprint and taking
relevant action.
Reducing our operational
carbon footprint
We are adopting a comprehensive climate transition plan to align our business with Georgia’s NDC and Long-term Low Emission
Development Strategy. Our approach is driven by the three guiding principles of Ambition, Action, and Accountability, consistent
with the Transition Plan Taskforce (TPT) Disclosure Framework.
Figure 2: Our climate transition plan approach
Ambition
• Climate risk and opportunity
assessment: Identify and
assess climate-related risks and
opportunities over short-,medium-
and long-term timehorizons.
• Carbon footprint measurement:
Calculate operational and
financed emissions.
• Strategic ambition: Define
objectivesand priorities for
responding and contributing
to the transition towards a
low-carbon economy.
Action
• Enhance our climate risk management
framework: Embed our climate
ambitions and priorities into core
evaluation and decision-making tools.
• Bolster our low-carbon business:
Leverage both existing and new
products and services to support and
accelerate our clients’ efforts to transition.
• Integrate financial planning with
climate stress testing: Incorporate the
results of climate stress tests into our
financial planning processes, ensuring
our business strategies are resilient to
climate-related risks and opportunities.
• Client and public sector engagement.
Accountability
Our governance framework ensures
accountability through robust
oversight, keeping us focused on
achieving our climate goals.
Key assumptions and dependencies
Our transition plan will be based on the following key assumptions critical to achieving our climate-related objectives:
Regulatory evolution: Decarbonisation in carbon-intensive sectors will require stronger policies and a regulatory landscape that
increases support to green technologies and standards – including alignment with EU climate standards, improved energy efficiency
regulations and incentives for the adoption of green technologies. These regulatory developments are essential to providing the
framework needed to drive our climate transition and support sustainable finance.
Market demand: Increasing interest in sustainable finance will drive growth in green lending, investment and eco-friendly
products. This shift is expected to be driven by both regulatory pressures and a growing recognition of the financial risks posed
by climate change.
Technological advancements: We believe the adoption of innovations in renewable energy and energy efficiency technologies by our
clients, along with the Bank’s own use of advanced climate analytics, will drive the transition to a more sustainable future. The Georgian
Government’s supportive policies and public investments in new technologies will play a critical role in enabling our clients to tap into and
leverage these advancements.
Economic stability: We see economic stability as a cornerstone of Georgia’s shift toward low-carbon economic development. We
will work with our clients to adopt clean technologies and align their operations with opportunities in the green economy. We will
contribute to a resilient and stable economic environment by supporting innovation, advocating for robust government policies and
offering sustainable financing.

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Current and planned climate mitigation and adaptation efforts
Direct (own operations): As a service provider our direct
environmental impact is minimal compared to the broader
influence we have through financing and client engagement.
However, we are committed to sustainability and have already
taken steps to reduce our footprint – such as by improving
energy efficiency, waste management and integrating
renewable energy into our operations. We are focused on
further reducing our carbon footprint, including optimising
energy use, enhancing waste practices and transitioning to
renewable power sources.
Indirect (supply chain, clients): Our impact extends beyond
direct operations – achieving sustainability requires
collaboration with clients and supply chain partners. We are
committed to engaging with clients, particularly in high-carbon
sectors, to help them transition to sustainable practices
by addressing challenges such as data gaps, cost barriers,
technical capacity and financing constraints. Through tailored
green finance solutions, we support clients in adopting low-
carbon strategies and reducing their environmental footprint.
Our focus is on enabling mitigation strategies to reduce
GHG emissions, including energy efficiency, transitioning to
renewable energy and adopting cleaner technologies. We
provide the tools, expertise and financial resources necessary to
prioritise emission reduction efforts.
We also recognise the importance of climate resilience. In high-
risk sectors and regions, we will offer guidance on integrating
adaptation strategies into broader sustainability plans to
ensure businesses are prepared for climate impacts while
continuing to reduce their footprint.
Resilience of our business model
Climate stress testing feeds into strategy
and risk management.
In 2024 we embarked on our inaugural climate stress-
testing exercise as part of a comprehensive approach to
evaluating the potential financial impacts of climate risks and
opportunities on our portfolio. Leveraging a hybrid top-down
and bottom-up methodology, we integrate counterparty-
level financial and climate-related data with forward-looking
climate-adjusted macroeconomic trends including inflation,
foreign exchange (FX) adjustments and abatement costs.
The analysis is grounded in scenarios from the Network for
Greening the Financial System (NGFS), which include ‘Net
Zero’, ‘Delayed Transition’ and ‘Current Policies’ – reflecting
varying levels of transition and physical risks. We deconstructed
transition and chronic physical risk impacts at the sector level
and parameterised the impacts at the counterparty level.
Projections span short-, medium- and long-term horizons (up
to 2050), accounting for evolving uncertainties in climate policy,
market developments and technological transitions.
Our internally developed model incorporates granular financial
and macro-level climate data. The analysis is focused on
understanding how physical and transition risks impact credit
risk. We are in the process of analysing initial results, which will
provide key insights for Bank of Georgia’s capital planning, long-
term strategy and risk management framework.
Preliminary indications suggest climate risks over the short
and medium term are likely to have a limited impact on the
creditworthiness of our client-base. However, as the transition
to low-carbon pathways accelerates post-2040, carbon-intensive
clients will need to re-evaluate their business models.
To proactively address this, we are planning to engage with
clients in material sectors to support their climate transition
planning. Over the long term, our expectation is that clients
most exposed to policy, technological and market shifts toward
a low-carbon economy will be better positioned for resilience
and growth.
As we progress with climate stress testing, we will continue
refining our analysis and integrating key insights into our risk
appetite, capital planning and business strategy.
Business planning and adaptation to climate risks
and opportunities
Our business planning actively incorporates climate risks and
opportunities to align with long-term sustainability goals.
Financial and operational adjustments are being evaluated to
ensure resilience under all modelled scenarios. Over the short
term, we are focusing on enhanced due diligence procedures
for sectors that exhibit vulnerability to long-term climate risks.
In the medium to long term we are developing business plans
around client engagement – a key component of which will be
highlighting the role of decarbonisation (climate mitigation) and
adaptation options for clients, and facilitating client investments
in these areas via green finance solutions. We are committed to
enhancing our internal financial and human resources to better
support clients in assessing and managing climate-related risks
and opportunities.
Risk management
Embedding climate risks into ERM
Bank of Georgia’s risk management framework systematically
identifies, evaluates, prioritises and monitors climate risks
across five key categories: credit; market; operational; liquidity;
and reputational risks. In 2024 we started developing advanced
tools such as bottom-up stress testing and quantitative climate
analysis to model the financial impacts of these risks under
various scenarios outlined by the NGFS and Intergovernmental
Panel on Climate Change (IPCC). We have embedded both
direct and indirect financial effects on counterparties,
cascading down to the Bank’s portfolio. This enhanced
analytical framework underpins the adoption of a robust and
cohesive integration of climate-related risks within our broader
ERM strategy.
The enhanced framework will be embedded in our Climate
Risk Management (CLiRM) in 2025. The CLiRM framework
is aligned with international best practices and regulatory
requirements, reflecting climate considerations into traditional
risks. Dedicated monitoring tools – such as our new transition
and physical risk heatmap, climate risk indicators at the
portfolio and single-borrower levels, and climate-adjusted
macroeconomic views – will allow us to track climate-sensitive
exposures. As these tools reflect the most up-to-date
information and modelling capabilities, and are maintained
with the latest information – including the new NGFS Phase
5 data – we will be able to frequently monitor our climate risk
exposures and make timely adjustments to align with emerging
risks and opportunities. This adaptive approach positions us to
manage immediate disruptions while preparing for long-term
structural shifts associated with climate change.
We aim to holistically addresses climate risks and opportunities,
reinforcing financial stability, supporting clients in their
transitions and contributing to a sustainable future. The
table below outlines the categorisation, assessment and
management of these risks within our overall risk framework.

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Table 4: Climate risks integrated within ERM
Type of risk Definition Drivers (physical and transition risks) Management
Risk score
2040 2040 2040
Net Zero
Delayed
Transition
Current
Policies
Credit The risk that the Bank
incurs a loss because
its customers fail to
fulfil their contractual
obligations.
Both climate policy (transition risks)
and climate change (physical risks) can
negatively affect borrowers’ repayment
capacity and the value of collateral. Risks
are more pronounced in certain sectors and
geographies (see Sector Materiality Matrix
on page 72). At the same time, we expect
positive credit enhancements from clients
already aligned to the low-carbon transition
(see our NBG Taxonomy-aligned portfolio on
page 59) or resilient to physical risks.
Conducting
stress tests,
scenario analyses,
monitoring
climate-
sensitive sectors,
incorporating
climate variables
into internal
models via climate
scorecards, and
setting risk limits.
Low/
medium
Low/medium
for many
sectors but
high for others
(such as
manufacturing
and agriculture
– see heatmap
on page 72)
Low/
medium
Liquidity The risk that the Bank
is unable to meet its
payment obligations
when they fall due
under normal and
stress circumstances.
Affected borrowers cannot pay back loans,
or they withdraw deposits – reducing the
Bank’s liquidity. If sovereign or bank credit
ratings are downgraded, the availability of
wholesale funding decreases and cost of
funding increases.
Monitoring
counterparties,
instruments and
fund usage while
implementing
emergency action
and funding plans.
Low Medium Medium
Capital The risk that the
Bank fails to meet
the minimum
capital adequacy
requirements set by
the regulator.
Borrowers’ repayment issues can negatively
affect the credit quality of the Bank’s
portfolio, requiring increased loan loss
provision and adjusted risk-weighted assets.
Conducting
bottom-up climate
stress testing,
assessing climate
risk through
the credit risk
transmission
channel over time,
supporting capital
planning, customer
engagement, and
risk management
interventions.
Identifying long-
term climate risks
for a subset of
clients, informing
policy adjustments,
and guiding further
actions as needed.
Low Medium Medium/
high
Market The risk that can
manifest through
transition risk
channels through
market value loss,
asset and liability
management impact
due to societal, legal
and technological
response to climate
change, particularly
affecting loans and
equities. Physical risk
channels can also
result in market value
loss and asset liability
management impact
due to weather
impacts, particularly
affecting property
and real estate.
The Bank is primarily exposed to FX and
interest rate risks. Climate change and
climate policies can drive global downturns
and market volatility, impacting FX rates
and interest rates. While ambitious climate
policies may pose short-term economic
challenges, effective policies – such as public
investment in technology – could also spur
growth. Climate change is currently low
on Georgia’s agenda but may impact the
economy over time. Long-term downturns
could weaken the Lari, especially compared
to less affected countries. Climate-related
FX and interest rate fluctuations may
adversely impact the Bank’s financial
position, given its open currency position and
interest rate gap. Additionally, traditional
market risk models, like Value at Risk (VaR),
struggle to capture climate-related s hocks
due to limited historical data.
Continuously
monitoring market
dynamics such
as commodity
prices, exchange
rates and stock
valuations to
identify early
indicators of
climate-related
impacts.
Low Medium Medium
Operations The risk of loss arising
from systems failure,
human error, fraud or
external events.
Climate change can interrupt the Bank’s
regular operations and increase the cost of
maintaining effective business resilience –
especially regarding back-office processes
and data centres). Affected borrowers could
potentially conduct fraud.
Establishing
contingency
plans, enhancing
business continuity
systems and
conducting
cost-impact
assessments.
Low Low/medium Medium
Reputation The risk of damage
occurring due to
failure to meet
stakeholders’
expectations.
Lack of meaningful climate action could
affect the Bank’s reputation among
investors and customers. Reputation could
also suffer if the Bank struggles with other
climate-induced challenges that affect the
continuity and quality of its services.
Developing
engagement
strategies,
tracking climate
transitions,
offering new
green and
transition finance
opportunities
and enhancing
stakeholder
communication.
Medium High Medium

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Notes on methodology: In 2024, climate-related risks were
assessed by answering the following questions:
1. Identification of risk drivers and transmission channels: How
does climate change interrelate with and increase existing
banking risks?
2. Assessment of impact: How strongly will Bank of Georgia be
affected by the identified risk drivers if they emerge?
3. Assessment of likelihood: How likely is it that the identified
risk drivers emerge under the three scenarios?
1 2 3 4 5
Impact and likelihood values range from one (insignificant/
remote) to five (critical/almost certain), with the definition of
values differing between risk types. The resulting risk scores can
be low, medium, high or critical, as shown above. In some cases,
risk scores can lie between these categories (low/medium,
medium/high, high/critical), because the risk is judged to be
right on the border between two categories, for example, or to
illustrate that different risk drivers lead to different risk scores
under the same scenario. Theoretically, an important driver of
the likelihood of climate-related risks is the likelihood of the
scenario that is being used. The likelihood of certain scenarios
to materialise of course changes over time, as decisions are
made and assumptions become true or false. In our analysis
of non-credit risks, we found no significant differences in risk
exposure across the defined short- (2030), medium- (2040),
and long-term (2050) timeframes. In the medium run, we do
not anticipate major shifts in policy or technology trends that
would pose substantial risks, nor do we expect the current
assessment of physical risk impacts to deviate meaningfully
from business as usual. To reflect this, we have chosen to
present results under a consolidated <2040 timeframe, aligning
with the maximum maturity of our portfolio and providing
a practical medium-term risk assessment. We will continue
refining our methodology for a comprehensive, Bank-wide
climate-related risk evaluation.
Climate Risk Management Framework
Building on enhancements to our climate risk analytics
infrastructure in 2024, we were able to incorporate a refined
lens and quantitative analysis into our approach. This led to
the development of a new Climate Risk Management (CliRM)
framework that better reflects our understanding of these
risks. The new CliRM will be approved in 2025 and aims to
effectively address climate-related risks and opportunities
throughout our credit risk management process. This
framework systematically identifies, evaluates, monitors and
manages physical and transition risks reflecting methods
and approaches, aligning with best practices and leading
supervision guidance
1
. This revised integration of climate
considerations into our risk management processes, lending
practices, and strategic decisions, strengthens the risk-adjusted
analytical rigour needed to support the low-carbon economy.
The CliRM is built around four core components: Risk
Identification, Risk Assessment, Risk Management and Risk
Monitoring. Each element targets a specific aspect of climate
risk management, ensuring adherence to international best
practices and strengthening the Bank’s financial resilience. A
detailed illustration of these components is provided below.
Figure 4: Bank of Georgia’s Climate Risk Management Framework
Risk Assessment
Risk Monitoring
1 2
34
Risk Management
• Climate adjusted due
diligence
• Engagement with
counterparties
• Green finance offers
Risk Identification
• Identification of risk drivers
• Scenario analysis
• Materiality assessment
• Exposure analysis
• Climate scorecards
• Portfolio alignment
• Climate stress test
• Climate risk appetite
• Internal reporting
• Climate dashboard
1. Risk identification
Materiality assessment is at the core of our climate risk
identification process, allowing us to prioritise climate-related
risks and opportunities effectively. It serves as the foundation
for advanced analyses, including stress testing and scenario
analysis, ensuring a structured approach to climate risk
management. As part of this process, we apply the Climate
Value-at-Risk (Climate VaR) methodology to quantify potential
financial losses stemming from climate risks. By translating
climate uncertainties into actionable financial metrics, Climate
VaR helps us assess the likelihood and impact of specific
climate risks under various scenarios.
To evaluate risks under different climate pathways, we leverage
globally recognised frameworks such as CMIP6 and NGFS
scenarios. The CMIP6 framework classifies scenarios into Tier
1 and Tier 2, with Tier 1 scenarios – SSP1-2.6 (Net Zero 2050),
SSP2-4.5 (Delayed Transition) and SSP5-8.5 (Current Policy)
– forming the basis of our materiality assessment, capturing
a broad range of potential climate futures reflecting varying
levels of transition and physical risks:
SSP1-2.6
Represents a low-emission, sustainable trajectory
targeting ~+1.5°C warming. It reflects an orderly
transition aligned with global decarbonisation
goals.
SSP2-4.5
Depicts a middle-ground scenario with ~+2.0°C
warming, capturing the risks of delayed or
inconsistent policy action.
SSP5-8.5
Models a high-risk, fossil-fuel-intensive pathway
with ~+3.0°C warming and extreme physical
climate risks.
These pathways align closely with the NGFS scenarios widely
used by financial institutions to integrate climate risk into
decision-making, ensuring a consistent evaluation of climate-
related risks across different scenarios. The table below
illustrates these scenarios, linking IPCC technical definitions to
NGFS scenario names and their financial interpretations.
Table 5: Definition of climate scenarios
Temperature
target
Physical risk
scenario (IPCC)
2
NGFS scenario
category
Transition risk
scenario (NGFS)
~ +1.5 °C SSP1 RCP2.6 Orderly Net Zero 2050
~ +2°C SSP2 RCP4.5 Disorderly Delayed
Transition
~ +3°C SSP5 RCP8.5 Hot-house
world
Current Policy
1
National Bank of Georgia ESG Guidelines; European Banking Authority final guidelines on ESG risk management.
2
An SSP (Shared Socioeconomic Pathways) scenario is a framework used in climate research to explore how different societal, economic and environmental pathways may
influence climate change and its impacts over the 21st century. These scenarios consider a range of potential futures based on varying levels of population growth, economic
development, technological progress and environmental policy. The SSPs are divided into five categories, ranging from ‘Sustainability’ (SSP1, emphasising global cooperation
and sustainable development) to ‘Fossil-fuelled Development’ (SSP5, characterised by high economic growth but continued reliance on fossil fuels), and help researchers
understand how different socioeconomic choices could interact with climate outcomes and mitigation strategies.

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Our heatmaps for assessing inherent sector-based climate risk
Figure 5: Physical risk heatmap
Climate risk heatmap - Physical risks
SSP1-2.6 (2040) SSP2-4.5 (2040) SSP5-8.5 (2040)
Sector H D P F W L H D P F W L H D P F W L
A. Agriculture, forestry and fishing
B. Mining and quarrying
C. Manufacturing
D. Electricity, gas, steam and air conditioning supply
E. Water supply; sewerage, waste management
F. Construction
G. Wholesale and retail trade
H. Transportation and storage
I. Accommodation and food service activities
J. Publishing, broadcasting, and content production
K. Telecommunication, computer programming, consulting
L. Financial and insurance activities
M. Real estate activities
N. Professional, scientific and technical activities
O. Administrative and support service activities
P. Public administration and defence;
Q. Education
R. Human health and social work activities
S. Arts, entertainment and recreation
T. Other service activities
U. Activities of households as employers
V. Activities of extraterritorial organisations and bodies
Figure 6: Transition risk heatmap
Climate risk heatmap - Transition risks
Net Zero (2040) Delayed Transition
(2040)
Current Policy
(2040)
Sector DE IDE R I DE IDE R I DE IDE R I
A. Agriculture, forestry and fishing
B. Mining and quarrying
C. Manufacturing
D. Electricity, gas, steam and air conditioning supply
E. Water supply; sewerage, waste management
F. Construction
G. Wholesale and retail trade
H. Transportation and storage
I. Accommodation and food service activities
J. Publishing, broadcasting, and content production
K. Telecommunication, computer programming, consulting
L. Financial and insurance activities
M. Real estate activities
N. Professional, scientific and technical activities
O. Administrative and support service activities
P. Public administration and defence;
Q. Education
R. Human health and social work activities
S. Arts, entertainment and recreation
T. Other service activities
U. Activities of households as employers
V. Activities of extraterritorial organisations and bodies
See the key for hazard and risk types on page 73.
Low
Low
Medium
Medium
High
High

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Notes on methodology:
Our physical risk assessment evaluates the potential financial impacts of climate-
related hazards, including heatwaves, droughts, floods, extreme rainfall, wildfires
and landslides. This analysis combines hazard probabilities with sector-specific
vulnerabilities to assess exposure across geographic locations and economic
sectors. Probabilities for chronic and acute risks are calculated using scientifically
validated thresholds, such as the number of days exceeding 35°C for heatwaves or
SPEI6 for drought severity. Where applicable, historical data, satellite observations
and advanced modelling approaches – such as the Lhassa landslide model – are
employed to refine risk estimates. While the methodology incorporates best practices,
uncertainties remain – particularly for flood risks and model-specific variations.
Our transition risk assessment employs the RFP approach to quantify potential
financial impacts under varying transition scenarios, such as NGFS’s ‘Net Zero’
and ‘Delayed Transition’. Using sector-specific vulnerability levels, derived from
characteristics like emissions intensity and regulatory exposure, we evaluate risks
across four RFPs: direct emissions; indirect emissions; investments; and revenues. The
assessment integrates the REMIND-MAgPIE model and NGFS Phase IV scenarios
to simulate economic, energy and land-use interactions, providing granular insights
into policy, market and technological shifts. Climate VaR is calculated by combining
exposure, impact factors, vulnerability levels and scenario probabilities, enabling a
comprehensive evaluation of potential financial losses and opportunities.
Exposures against climate risks
Heatwave
Drought
Precipitation
Flood
Wildfire
Landslide
Direct emissions
Indirect emissions
Investments
Revenues
H
D
P
F
W
L
DE
IDE
I
R
Hazard and risk types
We assessed our portfolio’s exposure to physical and transition
risks as at 31 December 2024, focusing on a medium-term
horizon (2040) aligned with current loan maturities. The
findings show that our portfolio is predominantly exposed
to drought, with the highest exposure under the SSP5-8.5
scenario, followed by heatwaves and floods. For transition risks,
the highest exposures are associated with indirect emissions
(IDE) and direct emissions (DE) under the Delayed Transition
scenario, with moderate exposure under the Net Zero scenario
and limited exposure under the Current Policy scenario.
Under the Delayed Transition scenario, higher-emitting firms
face higher exposures to transition risks from IDE and DE due
to sudden and disruptive policy shifts that increase carbon
costs abruptly, impacting high-emission sectors and their value
chains. In contrast, the Net Zero scenario involves a gradual and
0.06%
0.82%
0.09%
Landslide
0.14%
0.76%
0.33%
Investments
0.04%
0.04%
0.05%
Wildfire
0.08%
0.12%
0.05%
Revenues
0.92%
1.03%
1.08%
Flood
0.32%
3.33%
1.38%
Indirect
emissions
0.12%
0.12%
0.12%
Precipitation
0.27%
2.81%
1.16%
Direct
emissions
5.80%
5.75%
4.46%
Drought
1.36%
1.22%
0.94%
Heatwave
% of asset exposure to physical risks across three scenarios (2040) % of asset exposure to transition risks across three scenarios (2040)
managed transition, leading to moderate exposure, while the
Current Policy scenario results in limited exposure as policies
remain unchanged, allowing carbon-intensive activities to
continue without significant financial impact.
To better understand how climate risks could evolve over time,
we conducted a detailed analysis of the SSP5-8.5 and Delayed
Transition scenarios, as these are particularly relevant to our
current portfolio maturity. For physical risks, the SSP5-8.5
scenario was evaluated across short- (2030) and long-term
(2050) horizons, showing a significant increase in risks over the
long term – primarily due to drought and heatwaves – while
short-term risks remain relatively low. For transition risks, the
Delayed Transition scenario indicates a sharp rise in exposure
to DE and IDE RFPs over the long term, with minimal impacts
observed in the short term.
SSP5-8.5 Current PolicySSP2-4.5 Delayed TransitionSSP1-2.6 Net Zero

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% of asset exposure to physical risks – SSP 5-8.5 via three time
horizons
% of asset exposure to transition risks – Delayed Transition via
three time horizons
Table 6: Loans and maturity in carbon-intensive sectors
Loans and maturity to carbon intensive sectors
GEL (million) Maturities of ≤5 Maturities of 5-15
Agriculture and forestry 883 674 209
Buildings – management 1,191 383 809
Manufacturing – agri/forestry-related goods 993 734 259
Manufacturing – energy-intensive 350 234 117
Mining & quarrying 148 139 9
Transportation 273 196 77
Electricity – production (thermal) 12 2 10
3,851 2,361 1,490
2. Risk assessment
We will continue to explore portfolio alignment strategies
focused on decarbonising material sectors, including power
generation, iron and steel, automotives and cement. We
are analysing the appropriate benchmarks regarding
decarbonisation targets and approaches that reflect the
realities of the Georgian economy, and are exploring the
applicability or adjustments to specific pathways and global
benchmarks like the Science Based Targets initiative (SBTi).
Climate stress testing, as detailed in the previous chapter,
provides critical insights into the potential effects of climate-
related risks on our portfolio under various scenarios. By
simulating different policy, market and environmental conditions,
these tests enable us to evaluate the resilience of our assets and
identify vulnerabilities that may arise in the transition to a low-
carbon economy or from physical climate impacts.
This rigorous analysis not only informs Bank of Georgia’s
strategic decisions but also ensures they are grounded in data-
driven projections and aligned with long-term sustainability
objectives. By integrating stress testing into our broader risk
management framework, we will be better equipped to adapt
to emerging challenges, seize opportunities and support our
clients in navigating the complexities of a changing climate.
0.06%
0.06%
0.06%
Landslide
1.54%
0.76%
0.00%
Investments
0.04%
0.04%
0.04%
Wildfire
0.43%
0.12%
0.16%
Revenues
1.10%
0.92%
0.76%
Flood
7.66%
3.33%
0.05%
Indirect
emissions
0.22%
0.12%
0.07%
Precipitation
6.45%
2.81%
0.05%
Direct
emissions
7.77%
5.80%
3.35%
Drought
2.19%
1.36%
0.59%
Heatwave
SSP5-8.5 (2050)
Delayed Transition (2050)
SSP5-8.5 (2040)
Delayed Transition (2040)
SSP5-8.5 (2030) Delayed Transition (2030)

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Governance Financial Statements Additional Information
Figure 8: Our Green Finance Framework
Use of proceeds Green loan
evaluation and
selection process
Management of
proceeds
Reporting
1. Use of proceeds
The cornerstone of Bank of Georgia’s GFF is the allocation of
proceeds exclusively to projects or activities that align with
eligible green loan categories – including renewable energy,
energy efficiency, waste management, sustainable transport
and other environmentally beneficial sectors. The Bank has
established a Green Asset Pool to centralise funds allocated
to these projects, ensuring their alignment with sustainability
objectives and their contribution to the transition towards a
low-carbon economy.
2. Green loan evaluation and selection process
Bank of Georgia applies a rigorous three-step process to
evaluate and select green loans:
4. Risk monitoring
Bank of Georgia places strong emphasis on monitoring climate-
related risks by systematically tracking the carbon intensities
of sectors identified as material. These carbon intensities are
established as key risk indicators (KRIs) tailored for different
sectors and will be compared to globally recognised pathways
outlined by organisations such as the SBTi and the International
Energy Agency’s Sustainable Development Scenario (IEA
SDS). Significant deviations or ‘misalignment’ will initially be
tracked and reported internally to inform potential engagement
approaches with clients in the sector. This process is under
development, to be operationalised in 2025.
Climate opportunity approach
Our approach to climate opportunities is structured under the
Green Finance Framework (GFF), which ensures the effective
identification, assessment and monitoring of climate-related
opportunities. The GFF will be approved in 2025.
As part of the GFF, we have developed a new Opportunity
Screening Tool which scans the market for additional green
entry points and quickly assesses greening potential from
existing clients – helping us spot potential new opportunities
and prioritise areas where we can make the greatest impact
and develop suitable products.
The GFF comprises four key pillars that guide the allocation
of funds toward environmentally sustainable initiatives while
ensuring transparency and accountability:
3. Risk management
In 2024 the Bank made significant enhancements to its due diligence process, embedding climate-related considerations into its
lending practices. These updates are aligned with the NBG’s Green Taxonomy and new ESG Guidelines, and will ensure climate risks
and opportunities are thoroughly assessed across all lending decisions – supporting the transition to a low-carbon economy. The
revised process is set to be approved and fully implemented from 2025.
Figure 7: Climate-adjusted due diligence
Data collection
Sector, location
Analyse client and loan data to
assess climate risks, financed
emissions and portfolio alignment.
Finalise loan appraisal
Collect the results of due diligence
Consolidate findings to align
lending with climate goals and
green finance opportunities.
Classify eligible green assets,
ensuring compliance and identifying
sustainable finance opportunities.
Climate risk heatmap
Identify high risk clients
Categorise risks as low,
medium or high.
Climate scorecards
Apply additional questionnaire
Assess high-risk clients using
transition and physical
risk indicators.
Develop transition plans
Engage with client
Collaborate with clients on
decarbonisation strategies and
resilience-building.
Green inspector
Eligibility criteria, loan proceeds

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Scope 1
• Combustion of natural gas, petrol and diesel at owned and
controlled sites (for heating and electricity generation).
• Combustion of petrol and diesel in owned
passenger vehicles.
Scope 2
• Purchased electricity at owned and controlled sites.
Scope 3
• Fuel- and energy-related activities; waste generated in
operations; and purchased goods.
• Air business travel; hotel accommodation; and land
transportation by rental cars.
• Employee commuting.
Our emissions data follows the guidelines of the World
Resources Institute/World Business Council for Sustainable
Development Greenhouse Gas Protocol: A Corporate
Accounting and Reporting Standard (revised edition 2016)
as a reference source. The control approach was used for all
operations.
3. Management of proceeds
The Bank ensures proceeds from green financing are responsibly
managed and allocated to the Green Asset Pool. Proceeds are
assigned only to projects meeting the eligibility criteria and are
tracked to maintain balance between unallocated funds and
green loan disbursements. Unallocated funds are temporarily
held in cash or low-risk instruments, ensuring alignment with
the Bank’s sustainability objectives.
4. Reporting
To ensure transparency the Bank provides regular updates on
the allocation and impact of proceeds. Annual reports detail:
• outstanding amounts of Green Finance Instruments;
• allocation of net proceeds to green loan categories;
• balance of green loans in the Green Asset Pool; and
• performance reporting on environmental impact, such as
GHG reductions, energy savings and other KPIs – indicators
aligned with best practices and global standards that
reinforce the Bank’s commitment to transparency
and accountability.
Metrics and targets
Climate-related metrics
GHG emissions: our operational footprint
Since 2012, the Group has reported GHG emissions and energy
use in compliance with the Companies Act 2006 and related
regulations. This data covers the Group, including emissions
from eight subsidiaries of Lion Finance Group PLC (Bank of
Georgia, BNB Bank, Georgian Leasing Company, Georgian
Card, Ameriabank, Bank of Georgia Representative Office UK
Limited, Galt & Taggart and Digital Area).
Three of Lion Finance Group PLC’s subsidiaries as at
31 December 2024 are UK-based: (1) BGEO Group Limited; (2)
Bank of Georgia Representative Office UK Limited; and (3)
Bank of Georgia Group Limited. According to their financial
statements, the three UK subsidiaries remain below the
thresholds stipulated in para 20B Part 7A Sch 7 of the Large
and Medium-sized Companies and Groups (Accounts and
Reports) Regulations 2008 (LMCGAR 2008) (considering
employees, turnover and balance sheet total), meaning none
would be required to report on Streamlined Energy and Carbon
Reporting (SECR) emissions under LMCGAR 2008. We use a
small shared leased office space in the UK – total annual energy
consumption for our UK businesses, all of which is electricity, is
4.8 MWh for 2024 and 3.3 MWh for 2023.
Step 1: Selection
Relevant teams identify potential
green loans across the Bank’s portfolio
by screening projects and clients
against the GFF’s green financing
objectives. Nominations are assessed
for inclusion in the Green Asset Pool
based on their alignment with the
use of proceeds criteria, ensuring a
focus on activities that significantly
contribute to environmental
sustainability.
Step 2: Evaluation
Nominated loans are subjected
to detailed evaluation to verify
compliance with GFF eligibility criteria.
This includes assessing material
environmental or social risks and
confirming alignment with long-term
sustainability goals. Loans that pass
this evaluation are designated as
Green Finance Instruments.
Step 3: Validation and monitoring
Validated loans are formally added to
the Green Asset Pool, and continuous
monitoring ensures only projects
meeting the criteria remain. Loans
no longer aligned with the GFF are
excluded and reassessed.

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Governance Financial Statements Additional Information
2022
1
2023
2
2024
3
Category Emissions source category tCO
2
Scope 1
Direct emissions from owned or controlled
stationary sources
Fuels
4
957.3 1,026.2 1,228.5
Direct emissions from owned or controlled
mobile sources
Passenger
vehicles
1,285.4 1,285.4 1,817.5
Scope 2
Location-based emissions from the generation
of purchased electricity, heat, steam or cooling
Electricity 2,117.7 2,269.3 2,909.4
Scope 3
Fuel- and energy-related activities
All other fuel
and energy-
related activities
637.7 648.5 703.5
Transmission
and distribution
losses
360.7 425.4 488.5
Waste
generated in operations
Waste water 20.5 30.4 59.7
Waste
4
0.1 0.5 0.1
Purchased goods and services Water supplied 11.2 16.6 38.0
Material use
4
281.1 395.5 151.0
Business travel
4
All
transportation
by air
80.9 36.7 141.3
Hotel
accommodation
6.8 13.6 6.7
Land
transportation
(outsourced)
565.2 566.1 1,181.6
Employee
commuting
3,822.3 4,550.1 5,347.2
Scope 1 2,242.7 2,311.6 3,046.0
Scope 2 2,236.1 2,329.8 2,909.4
Scope 1 and 2 4,478.8 4,641.4 5,955.4
Scope 3 5,889.7 6,683.3 8,117.6
Total emissions 10,368.6 11,324.8 14,073.0
tCO
2
e/employee 2.7 2.5 3.2
Total employees 7,640 8,560 11,247
Notes on methodology:
We used the most recent Georgia electricity grid emissions factor provided by the Joint Research Centre. GHG emissions from
business flights were calculated using the International Civil Aviation Organization online calculator and those from overnight hotel
stays were calculated on a ‘room per night’ basis, with emission factors based on the Cornell Hotel Sustainability Benchmarking Index
Tool, version 2. Further conversion factors were taken from the 2024 UK Government GHG reporting: conversion factors. While our
gas consumption decreased due to heating system improvements in 2022/23, petrol, diesel, and electricity consumption increased
due to workforce growth and office expansion. In 2024, we assessed Scope 3 emissions from ‘Employee commuting’ for the third
time, based on a survey of employees’ mode of transportation, distance travelled and – where known – fuel used. 23% of employees
participated, and final figures were calculated by extrapolating to all employees. While we acknowledge this approach is not fully
accurate, the results are sufficiently informative to estimate the approximate share of commuting emissions in our total emissions.
While we are committed to reducing our environmental impact, our emissions increased in 2024 due to several factors related to
company growth and improved accounting. The expansion of our office space to accommodate a larger workforce resulted in higher
energy and water consumption. Similarly, a growing client base led to increased business travel. Furthermore, for the first time, we
accounted for the use of cash collection machines which are serviced by an external company – contributing to a rise in emissions
due to their fuel consumption. The implementation of an employee shuttle service also contributed to a slight increase in emissions;
however, this service is essential for streamlining employee commuting and improving operational efficiency across our sites.
1
Calculated as at 31 December 2022. Includes emissions of Bank of Georgia; BNB; Georgian Leasing; UK Office; G&T; JSC Digital Area.
2
Calculated as at 31 December 2023. Includes emissions of Bank of Georgia; BNB; Georgian Leasing; UK Office; G&T; JSC Digital Area.
3
Calculated as at 31 December 2024. Includes emissions of Bank of Georgia; Ameriabank; BNB; Georgian Leasing; UK Office; Georgian Card; G&T; JSC Digital Area.
4
Due to data limitations, fuel, waste, material use, and business travel emissions for Ameriabank and other subsidiaries were not calculated for 2022-2024. We are committed to
improving our environmental reporting and are developing a comprehensive framework to calculate these emissions in the future.

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In 2024, we voluntarily prepared and disclosed our Greenhouse Gas Emissions Statement, reaffirming our commitment to
transparency and environmental responsibility. The report covers Scope 1, Scope 2, and relevant Scope 3 emissions for the Lion
Finance Group PLC and its subsidiaries, for the year ended 31 December 2024.
We are pleased to report that the GHG Statement, which reported total emissions of 14,073 tonnes of CO₂ equivalent, was audited for
the first time in 2024, by Moore, an internationally recognised audit firm. The assurance engagement was conducted in accordance with
ISAE 3410 and concluded that the report was prepared, in all material respects, in line with the stated methodology. The total emissions
remain reasonably low, reflecting the Group’s low-emission operational profile and ongoing efforts to improve energy efficiency.
Following the acquisition of Ameriabank, we recognise the challenge of maintaining consistency in GHG emissions reporting.
Ameriabank lacks the historical emissions data, which presents a challenge in maintaining comparability with our past emissions.
To address this, we will evaluate our base year going forward in line with GHG Protocol guidance.
In 2025, we are planning to develop a comprehensive emission reduction strategy and, through in-depth analysis of all relevant data,
clearly outline the next steps, further strengthening our commitment to reducing emissions.
Energy consumption data
Lion Finance Group 2023* 2024
Total energy consumption (kWh) 27,211,925 33,857,413
* 2023 figure excludes Ameriabank as it was acquired at the end of March 2024.
Scope 3: Financed emissions
In 2024, Bank of Georgia analysed the GHG emissions of 43.7% (35.7% in 2023) of its corporate portfolio across ten sectors:
Sector
Outstanding
loan amount
at 31 December
2022 (GEL)
Emissions
coverage
%
by sector
2022
Outstanding
loan amount
at 31
December
2023 (GEL)
Emissions
coverage
% by
sector
2023
Scope 1 + 2(tCO
2
e)
2023
Scope 3(tCO
2
e)
Emissions
intensity (tCO
2
e/GELm)
2022 2023 Comment 2022 2023 comment 2022 2023
Cement, steel,
chemical, and
other energy-
intensive
manufacturing
849,631,652 64 1,411,071,219 75 153,301 1,000,429 Emissions from use of
electricity and fuels;
emissions from chemical
processes not calculated.
/ Not
calculated
180 709
Hotels
(running)
79,897,946 14 298,147,021 43 588 1,918 Emissions from use of
electricity and fuels.
/ Not
calculated
7 6
Real estate
management
252,431,198 56 392,264,280 67 1,286 1,899 Emissions from tenants’
building use, calculated
based on measured
energy consumption
/ Not
calculated
5 5
Healthcare 84,890,734 52 192,764,831 95 1,371 1,443 Emissions from use of
electricity and fuels.
/ Not
calculated
16 7
Mining (gold,
copper)
98,316,423 100 97,859,853 100 7,024 7,566 Emissions from use of
electricity and fuels.
/ Not
calculated
71 77
Transport 84,894,481 73 47,378,764 34 18,618 4,530 Emissions from use of
fuels and electricity.
/ Not
calculated
219 96
Electricity
generation
(from gas)
57,048,703 100 43,396,741 100 78,199 78,118 Emissions from
electricity generation,
calculated based on
gas consumed.
/ Not
calculated
1,371 1800
Trade / / 46,953,922 14 / 62 Emissions from use of
electricity and fuels.
/ Not
calculated
/ 1
Service / / 138,977,885 86 / 378 Emissions from use of
electricity and fuels.
/ Not
calculated
/ 3
Gas
(Distribution)
166,071,351 71 165,820,062 62 / / Not calculated. 728,388 1,056,175 Emissions
from
distributed
gas
4385 6369
Total 1,673,182,489 2,834,634,578 260,387 1,096,343 728,388 1,056,175 591 760
Results: Sector GHG-intensity largely drives variations in
emissions. Our emissions intensities are generally consistent with
those reported by other banks in emerging economies and beyond,
according to our research. Energy-intensive manufacturing, such
as cement and steel production, offers the greatest potential
for emissions reduction through energy efficiency improvements.
Improving building design is also crucial for avoiding future
emissions in the building sector. We will leverage these findings to
inform our client engagement and business management decisions
from a climate perspective, despite ongoing methodological
challenges. For the second year, we have calculated the financed
emissions associated with our gas exposure, which is solely
comprised of downstream gas distributors. This calculation now
includes Scope 3 emissions, representing the emissions released
when end consumers burn the gas. The inclusion of these Scope
3 emissions, in conjunction with increased financing for cement
production (a coal-intensive industry) and the chemical industry,
has resulted in a notable increase in our reported portfolio carbon
footprint (financed emissions).
Methodology: Clients assessed are considered carbon-related
based on their Scope 1, 2, or 3 emissions and with significant
share in the portfolio, representing 43.7% of our corporate
portfolio as at 31 December 2023. The analysis covers 2023
emissions, as 2024 data was unavailable. Local companies are
not required to disclose energy use or GHG emissions, with only
about half monitoring energy consumption, as noted in the
World Bank’s report on Greening Firms in Georgia.
We calculated financed emissions following the Global GHG
Accounting and Reporting Standard for the Financial Industry
(PCAF). Our bankers collected data directly from clients on
outstanding loans, total debt and equity, and 2023 energy
consumption (electricity, gas, coal, and other fuels). During
the 2024 data collection and calculation process, we discussed

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Climate risk and opportunity metrics
The table below sets out climate-related metrics in accordance with IFRS S2.
Climate-related risks and opportunities Our action Climate-related metrics
Transition risks We recognise the importance of
addressing climate-related transition
risks. By supporting our clients in their
decarbonisation efforts and adapting
to a low-carbon economy, we aim to
mitigate potential challenges and
drive meaningful progress towards a
sustainable future.
% of assets vulnerable to
climate-related transition risks
3.3%
Indirect emissions (Delayed Transition, 2040)
% exposure to carbon-related assets
in the Bank’s gross loan portfolio
1
16.1%
2023: 17.9%
% exposure to fossil fuel- and coal-related
assets in the Bank’s gross loan portfolio
2
3.5%
2023: 1.9%
No exposure to fossil fuel and coal
exploration and mining assets in the
Bank’s gross loan portfolio
3
0%
Physical risks Addressing climate-related physical risks
is essential to enhancing resilience and
ensuring long-term sustainability. By
proactively mitigating these risks and
supporting mitigation and adaptation
strategies, we aim to protect our clients
and operations from the adverse impacts
of climate change.
% of assets vulnerable to
climate-related physical risks
5.80%
Drought (Current Policy, 2040)
Climate opportunity and capital
deployment
We recognise the importance of aligning
our business activities with climate
opportunities as part of our commitment
to fostering sustainable growth. By
focusing on climate-related lending, we
aim to drive meaningful impact in line
with our climate ambitions.
Total outstanding green finance as at
31-Dec-24
4
GEL 1,024M
+ 36.3% y-o-y
Remuneration
Beginning in 2024, Bank of Georgia has integrated climate-related considerations into executive remuneration by incorporating green
loan portfolio targets into KPIs for Executive Management. This strategic move directly links 1% of executives’ compensation to the
achievement of green finance objectives, ensuring leadership is accountable for advancing the Bank’s environmental commitments.
1
As at 31 December 2024 this equals GEL 3,839 million (GEL 3,670 million in 2023). We define ‘carbon-related assets’ as those tied to the following industries: oil and gas, coal,
electric utilities, air freight, passenger air transportation, maritime transportation, trucking services, automobiles and components, metals and mining, chemicals, construction
materials, real estate management and development, beverages, agriculture and food, paper and forest products.
2
As at 31 December 2024 this equals GEL 840 million (GEL 395 million in 2023). This number includes exposures to wholesale of solid, liquid and gaseous fuels and related
products, retail sale of automotive fuel, electricity production from natural gas, and cement production which uses coal as a fuel.
3
As at 31 December 2024 this equals to GEL 0. We have no exposure to prospection, exploration and mining of fossil fuels or electric utilities using coal.
4
The green portfolio figure of 1,024 million includes exposures from the Retail, SME and CIB segments. For KPI reporting purposes, a narrower definition is applied, with the
green portfolio figure of 1,003 million reflecting only SME and CIB exposures.
individual data points with clients to ensure accuracy. Data
quality was rated 3 out of 5, reflecting that most clients do
not directly report their GHG emissions. This rating is based
on the use of primary energy consumption data by source
(e.g., megawatt-hours of electricity), including process-related
emissions, combined with specific emission factors. Where
relevant, Scope 3 emissions were calculated and reported
separately. Emission intensity is presented per GEL million of
Bank of Georgia’s exposure.
Challenges and outlook: Ensuring reliable, complete, and
consistent client data remains a key challenge in measuring
financed emissions for all sectors. Particularly, local companies are
not obligated by any national regulation to disclose information
regarding their annual energy consumption, GHG emissions or
related data. We addressed irregularities through client discussions
and will continue monitoring data quality while raising awareness.
In 2025, we aim to assess emissions for 45-50% of the Corporate
Banking portfolio using the PCAF Standard. Due
to the large number of SME and Retail clients, applying the same
DQS 3 standard to these segments is not deemed feasible nor a
priority at this stage. We will continue to explore intensity reduction
targets to support climate change mitigation efforts.

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Overview Strategy and Performance Sustainability Report Risk Management Going Concern and Viability Statements Overview of Financial Results
Climate-related targets
The below targets apply to JSC Bank of Georgia, which constituted 72% of the Group’s total assets as at 31 December 2024. The
targets are effective for the period 2024/25, with progress measured against the 2024 baseline.
Metric Definition Why it’s a KPI Current progress Target
Link to our
Climate Action
Strategy
Annually report
GHG emissions
Measure absolute
Scope 1, 2 and
3 emissions,
including
emissions
intensity, using
GHG Protocol
and PCAF
method.
Measuring our GHG
emissions helps us
understand our direct
and indirect impact on
the climate, and to tackle
identified climate risks
and opportunities.
Target set in 2023:
Analyse 40-45% of the
CIB portfolio in 2024.
Progress in 2024:
Analysed the GHG
emissions of 43.7% of the
CIB portfolio.
In 2025 we aim
to further expand
our coverage of
financed emissions
calculation across
45-50% of the CIB
portfolio.
Reducing
our
operational
carbon
footprint.
Measure
percentage
of our lending
vulnerable to
physical and
transition risks,
relative to total
lending
Annually track
exposures
to climate
risks through
materiality
assessments.
Climate-related risks for
our borrowers can present
credit risks for Bank of
Georgia. Therefore, we
manage our portfolio’s
climate risk profile and
new credit origination
in accordance with our
overall risk appetite.
Target set in 2023:
To examine potential
upper limits to sectors
considered vulnerable
to transition risks and
physical risks.
Progress in 2024:
In 2024, we categorised
our existing portfolio
based on inherent
climate-related physical
and transitions risks
(see Figures 5 and 6
on page 72).
Going forward, we
plan to implement
climate KRIs to
measure the carbon
intensity of material
sectors and consider
ways to steer our
portfolio toward
alignment with low-
carbon pathways.
Monitoring
and
managing
climate risks
in the client
base.
Measure
percentage of
carbon-related
assets, relative
to total assets
Track the
proportion of
total assets
allocated to
carbon-intensive
sectors.
Carbon-related assets
are widely understood as
a proxy for the financial
sector’s exposures to
climate-related transition
risks.
In 2023: 17.9%
In 2024: 16.1%
Going forward, we
plan to target green
assets. This will
have implications on
the carbon-related
assets to total
assets ratio.
Monitoring
and
managing
climate risks
in the client
base.
Reach a
minimum
GEL 1.2 billion
green loans
outstanding in
2025
Monitor amount
of lending
aligned with
climate-related
opportunities,
relative to total
assets.
Seizing climate-related
opportunities offers
significant revenue
potential as national
climate ambitions grow.
Since 2023 we have
monitored and reported
financing aligned with
Georgia’s Sustainable
Finance Taxonomy and
explored opportunities to
expand climate-related
lending, adhering to clear
criteria for categorising
green allocations across
taxonomies.
Target set in 2023: Reach
a minimum GEL 875
million outstanding in
2024, with aspiration to
reach GEL 1 billion.
Progress in 2024:
Reached GEL
1,024 million
1
.
We have set the
initial climate-
related opportunity
KPI to expand our
green portfolio and
reach a minimum
GEL 1.2 billion
outstanding in 2025,
with aspiration to
reach GEL 1.3 billion.
Supporting
low-carbon,
resilient
economy.
Track
engagement
with clients
deemed a
material risk
over the long
term to address
climate-related
risks and
opportunities
Monitor and
document
interactions
with clients
identified as
having material
long-term
climate-related
risks, focusing on
their transition
strategies, risk
mitigation efforts
and opportunities
to align with
sustainable and
resilient practices.
Engaging with clients
is critical to driving
meaningful progress in
climate action, fostering
innovative solutions and
supporting their transition
toward sustainable and
resilient practices.
In 2024, we engaged
with all clients identified
in each risk category:
5% facing high physical
risk, 7% with very high
transition risk, and 42%
with high transition risk.
These clients received
information about climate
risks and opportunities
through a detailed leaflet.
In 2024, all CIB and
SME clients signed E&S
covenant, which requires
all clients to certify in
writing that they declare
awareness on climate
change impact and
Georgia’s vulnerability to
climate change.
In 2025, we will be
developing tailored
approaches via
improved data
collection efforts
to effectively track
client progress
on long-term risk
reductions. This
data will feed
into expansion
of green and
transition finance
opportunities, raise
client awareness and
enhance stakeholder
communication.
Monitoring
and
managing
climate risks
in the client
base.
Supporting
low-carbon,
resilient
economy.
1
The green portfolio figure of 1,024 million includes exposures from the Retail, SME and CIB segments. For KPI reporting purposes, a narrower definition is applied, with the
green portfolio figure of 1,003 million reflecting only SME and CIB exposures.

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For all metrics presented there are challenges with availability and reliability of data. As methodologies and learnings emerge, we
intend to progressively refine our approaches and measurements, covering a larger portion of our client and portfolio base.
Forward-looking metrics
We are committed to using our financed emissions calculations to inform the development of forward-looking climate-related
metrics in the coming years. Our completed baseline analysis will support internal discussions around potential revisions to targets
over time. These may include total financed emissions, sector emission intensities, screening of existing and new clients, green
alignment ratios, and consideration of decarbonisation targets.
Our employees at a glance
Our ongoing success and sustainability are driven by the people we hire and the culture we create together. We are committed to
fostering a diverse, inclusive and empowering work environment – one that offers equal opportunities for growth, innovation and impact.
Every day, over 12,000 people bring their expertise and dedication to the Group. In return, we make it our top priority to invest in their
prosperity, continuous learning and wellbeing – ensuring they thrive both professionally and personally as part of our team. With
dedicated Human Capital Management functions embedded within our core banking subsidiaries in Georgia and Armenia, we provide a
hands-on localised approach to talent development and employee wellbeing. While each subsidiary operates under the oversight of its
local Supervisory Board, the Board provides an overarching Group-level oversight of employee-related matters.
The following section provides a snapshot of our employee composition.
Empowering our employees
We believe that the Group’s success depends on the continued dedication of our
team. We aim to be the employer of choice, offering equal opportunities for growth
and creating a positive employee experience.
All employees by gender All employees by region
8,110
3,968
12,078
Female Male
9,205
2,036
837
12,078
Georgia Armenia Other
All employees by employment type
Permanent Temporary Part-time Full-time Permanent Temporary Part-time Full-time
Female 8,074 36 173 7,937 Georgia 9,201 4 139 9,066
Male 3,956 12 19 3,949 Armenia 1,992 44 42 1,994
Total 12,030 48 192 11,886 Other 837 – 11 826
Total 12,030 48 192 11,886

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All employees by age
Board of
Directors
Executive Management Senior management Middle management
All employees (excluding
senior, middle, executive)
BOG AMB Other BOG AMB Other BOG AMB Other BOG AMB Other
<30 – – – 1 6 1 6 42 31 10 3,816 907 789
30-50 3 14 9 16 105 39 71 326 212 86 3,406 775 912
>50 7 – 7 3 1 7 7 24 14 4 214 34 183
All employees by gender
Board of
Directors
Executive Management Senior management Middle management
All employees (excluding
senior, middle, executive)
BOG AMB Other BOG AMB Other BOG AMB Other BOG AMB Other
Female 4 4 3 6 49 15 56 221 151 66 5,220 1,186 1,133
Male 6 10 13 14 63 32 28 171 106 34 2,216 530 751
Our human capital strategy focuses on:
1
Strengthening organisational culture to foster
high-performing teams
2
Attracting and developing talent to build a strong
leadership pipeline
3
Providing positive employee experiences to drive
engagement and retention
Strengthening organisational culture to
foster high-performing teams
Building a high-performing team starts with a strong
foundation of governance and ethical leadership. By embedding
policies and procedures that ensure fairness, transparency,
and ethical conduct, we create a workplace culture that
upholds accountability and integrity. To ensure alignment with
our values, all employees are guided by the Code of Conduct
and Ethics, which sets clear expectations for legal, ethical,
and transparent business conduct. These expectations are
communicated through employee corporate handbooks,
available in English and local languages, interactive training
sessions, and self-paced courses designed to foster continued
awareness. Violations of corporate standards may result in
disciplinary action, up to and including termination.
We operate with the following fundamental principles at the
core of our corporate culture:
Anti-discrimination and anti-harassment: We enforce a
zero-tolerance policy against all forms of discrimination
and harassment. Human rights are embedded in the Code
of Conduct and Ethics and local employee handbooks, and
are reinforced by the Group’s Anti-discrimination and Anti-
harassment, Diversity, Equity and Inclusion, and Human
Rights Policies.
Freedom of association and collective bargaining: We are
committed to upholding the right to freedom of association
and collective bargaining for all our employees. This
fundamental right is enshrined in our Group-level Human
Rights Policy, which fosters an environment where employees
can freely organise and engage in constructive dialogue with
management. By safeguarding these rights, we promote a fair,
inclusive and collaborative workplace culture.
Zero-tolerance towards forced labour, child labour, modern
slavery, and human trafficking in both our operations as
well as our supply chain: We uphold fair and ethical labour
practices through clear policies, regular audits, and awareness
programmes. In our supply chain, we conduct risk assessments,
enforce strict contractual clauses prohibiting such practices,
and monitor compliance.
Diversity, equity and inclusion (DEI)
DEI is fundamental to creating a workplace where all
employees feel valued, respected, seen and empowered. Our
DEI strategy focuses on fostering a workplace that embraces
diverse identities, backgrounds, perspectives and experiences.
To strengthen our commitment, we track key diversity metrics,
including gender, age, education and position among others,
and disclose our progress in line with GRI standards. In 2024,
we expanded data collection at Bank of Georgia to include
ethnicity, religion and language, in compliance with Georgia’s
data protection laws, to further support work-life balance
and foster a family-friendly environment. Nomination and
Remuneration Committees receive annual updates on diversity.
One of our key DEI priorities is gender equality. We work hard
to ensure that gender does not impact career progression and
compensation of our employees. We consistently monitor and
address the indicators of gender equality in our organisation.
Gender pay gap
Gender equal pay gap (GEPG): At Bank of Georgia and
Ameriabank, adjusted pay gap for the same roles in 2024 stood
at 4% and 8% respectively.
Raw gender pay gap (GPG): At Bank of Georgia and
Ameriabank, average female earnings in 2024 are 42%
and 46% lower than male earnings respectively, driven by a
higher concentration of women in entry-level roles and lower
managerial grades.

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Women to men ratio of basic salary and remuneration
Women to men ratio of
basic salary*
Women to men ratio of
remuneration**
Bank of
Georgia Ameriabank
Bank of
Georgia Ameriabank
Executive
Management
91% 82% 68% 35%
Senior
management
99% 116% 91% 114%
Middle
management
84% 74% 65% 60%
* Includes only cash salary.
**
Includes total compensation and benefits.
Disparities stem from differences in expertise and role level,
not explicit bias. To support career growth, we offer talent
development programmes that support employees in lower
positions, as well as those in tech fields, progress into higher
pay grades.
We remain committed to creating and promoting equal
opportunities in the workplace and supporting women
through various leadership initiatives. Bank of Georgia has
a longstanding commitment to women’s empowerment,
further solidified by becoming a signatory of the UN Women’s
Empowerment Principles in 2022. Additionally, Bank of Georgia
continues upholding its 2XChallenge status, underscoring its
ongoing efforts to remove barriers to women’s employment
and promote gender equality across the organisation.
Whistleblowing and grievance
We are committed to ensuring that all employees feel heard
and supported, maintaining an open-door policy for raising
concerns, supported by a strict no-retaliation policy. We strive
to align our grievance and whistleblowing mechanisms with
the highest ethical standards and global best practices. Every
employee-related matter is handled with the highest level of
care to prevent and address any negative impacts arising from
our actions and decisions. We are currently in the process of
aligning Ameriabank’s policies and procedures with the Group’s
Whistleblowing Policy to ensure consistent treatment of
whistleblowing cases across the Group.
Bank of Georgia uses WhistleB, an independent reporting
tool, for anonymous or confidential reporting of potential
misconduct. In 2024, Bank of Georgia received 12 grievances:
of these, three were substantiated and resolved in accordance
with the Employee Corporate Handbook, while six were
investigated but found to be unsubstantiated. The remaining
three cases are currently under investigation. Nine of the
total reports were submitted anonymously – five through
the WhistleB platform and four via HR’s secured anonymous
e-notification channel.
In 2024, Bank of Georgia updated its Grievance Policy and
procedures based on employee feedback and global best
practice. Bank of Georgia’s Grievance Officers are currently
pursuing professional certification in workplace investigations
to enhance their capabilities.
At Ameriabank, the Grievance Procedure allows employees
to raise concerns with managers or peers in a transparent
manner. The process starts with direct communication,
followed by escalation to higher management, and if necessary,
HR mediation. All cases escalated to HR are presented to the
CEO and the Grievance Committee. Employees are welcome
to provide grievances via direct mail or an online form, and the
procedure is regularly communicated to ensure accessibility. In
2025, Ameriabank plans to review the grievance mechanism
and implement further improvements.
In 2024, Ameriabank received three grievance cases, while
no anonymous whistleblowing cases were reported. All were
investigated and resolved.
We continuously track and analyse whistleblowing and
grievance cases to identify trends and areas for improvement.
In response to employee feedback, we implemented the
following targeted measures to enhance engagement:
Compliance programme: A mandatory initiative for all team
members, incorporating self-paced courses on the Human
Rights and Anti-discrimination and Anti-harassment Policies,
as well as key points from the Employee Corporate Handbook.
These courses feature case studies and assessments to
ensure employees understand the real-life applications of
the key principles.
Managerial training programmes: Updated training for
managers to highlight clear communication and feedback,
evidence-based decision-making, and constructive dialogue
throughout the employee lifecycle.
Attracting and developing talent to build a
strong leadership pipeline
In developing and implementing our talent strategy,
we focus on:
1
Attracting, developing and retaining
highly qualified talents
2
Placing the right talents in the right roles
3
Aligning our talent strategy with business goals by
anticipating skill gaps and future needs
We are committed to inclusive and transparent hiring
practices that foster a diverse and collaborative workplace.
Our recruitment process includes panel interviews, control
procedures and an applicant tracking system, ensuring
transparency. We also focus on creating a positive candidate
experience by providing clear feedback, particularly for internal
applicants, and maintaining positive relationships with
all candidates.
Our talent acquisition teams actively engage with local and
international student and talent pools to attract top talent.
Through partnerships with educational institutions, job fairs,
alumni networks, referrals, community development events,
social media, and freelance platforms, we connect with
skilled professionals and students entering the workforce.
Programmes like Leaderator in Georgia and Generation A
in Armenia help upskill students, bridging the gap between
education and employment. With 46% of our employees under
30, our workforce demonstrates a strong commitment to
modern work expectations, such as DEI and work-life balance.
Young talent plays a key role in our workforce.
Our employee referral programmes empower our team
members to recommend qualified candidates. This initiative
proved highly successful in 2024, leading to the hiring of 21
individuals at Bank of Georgia and 87 at Ameriabank.
We continuously invest in structured onboarding and
mentorship programmes to support new hires and ensure
their smooth integration.

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1
https://www.cipd.org/uk/views-and-insights/thought-leadership/cipd-voice/benchmarking-employee-turnover/
2
https://workforce.pwc.com/hr-metrics/turnover-rate
Group new hires
<30
years old
30-50
years old
>50
years old
New hires 2,306 810 37
Rate of new hires 38% 15% 9%
New hires Rate of new hires
Female 1,981 25%
Male 1,172 30%
Bank of
Georgia Ameriabank Other
New hires 2,489 421 243
Rate of new hires 28% 21% 30%
Developing talents
We prioritise internal promotions to support high-potential
employees while strengthening loyalty and engagement.
Internal candidates are given priority, particularly for
managerial roles, ensuring growth opportunities within our
organisation. To understand and develop internal talent, we
offer development reviews, personal coaching and leadership
programmes. In 2024, internal mobility accounted for 66% of
filled positions at Bank of Georgia and 75% at Ameriabank.
We regularly monitor turnover and retention metrics,
benchmarking them against global trends, particularly in
banking and finance. Industry studies, including those by
Chartered Institute of Personnel and Development
1
and PwC
2
suggest that turnover rates around 20% are acceptable
for maintaining organisational knowledge and a healthy
workplace culture. Currently, turnover at Bank of Georgia and
Ameriabank aligns with this benchmark, while there is room
for improvement in other businesses where figures remain
relatively high due to business and organisational development
updates initiated in 2024.
Group turnover
<30
years old
30-50
years old
>50
years old
Number of employee
turnover
1,381 787 35
Rate of employee
turnover
23.3% 14.5% 8.2%
Number of
employee turnover
Rate of employee
turnover
Female 1,441 19.7%
Male 762 17.4%
Georgia Armenia Other
Number of employee
turnover
1,864 114 225
Rate of employee
turnover
20.6% 5.9% 27.1%
We are dedicated to building employees’ skills and leveraging
data-driven approaches to strategically identify and place the
right talent in the right roles.
Our approach includes:
• Structured development programmes: We have designed
several targeted initiatives focused on developing skills,
leadership qualities and strategic thinking.
• Data-driven selection: We use behavioural interviews, 360°
feedback, and performance reviews to identify and develop
high-potential professionals.
Percentage of employees who
received a performance review
Bank of Georgia Ameriabank
Female 99% 95%
Male 97% 99%
Middle
management
Senior
management
Executive
Management
BOG AMB BOG AMB BOG AMB
% employees who
received a review
100% 98% 100% 100% 100% 100%
Our programmes address a wide range of employee needs,
but career endings are not yet included as such a need has
not emerged from employee feedback or the broader
market context.
Learning and development programmes
Bank of Georgia and Ameriabank provide a range of learning
and development programmes, including self-paced courses,
to support professional and leadership growth in line with
business needs and strategic objectives. We provide specialised
training tailored to different employee levels, focusing on
leadership, management and service excellence, delivered by
top experts. We also collaborate with international institutions,
including Harvard, Stanford, CFA, ACCA and PMP, to offer
flexible distance learning opportunities that support continuous
professional growth.
Key professional and leadership development
programmes include:
• Onboarding educational programmes for new hires
• Training in sales and communication skills
• Training in digital skills
• Managerial and leadership skills development programmes
• Coaching (individual and teams)
• Executive education
• Financial support for professional certifications and
university programmes
In 2024, we enhanced our talent development programmes
for both frontline and back-office roles, with a focus on
nurturing future leaders. Data highlights the success of
these programmes: the Front Office High Potential Talents
Programme at Bank of Georgia saw 94% female participation,
with 35% advancing through promotions and leadership roles.
Our data-driven Back Office Programme at Bank of Georgia,
which included GenAI training and soft skills workshops,
resulted in career advancements for 89% of 2021 participants
and 77% of 2023 participants. The Individual Coaching
Programme achieved an 89% satisfaction rate among its 328
participants. Furthermore, we launched targeted initiatives
for emerging leaders, providing foundational leadership skills
and coaching, while senior leaders engaged in specialised
programmes focused on strategic leadership and personal
mastery. These comprehensive efforts demonstrate our
commitment to talent development and building a robust
leadership pipeline.

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Mandatory compliance and risks training
We also run a comprehensive compliance programme to
reinforce risk awareness and a strong risk management culture.
Mandatory training is provided to new hires, with periodic
retraining required for all employees.
The programme includes a variety of topics, including:
• Cybersecurity, information security and data privacy
• Financial crime
• Operational risks
• Business continuity management
• Human rights
• Corporate values and Code of Conduct and Ethics
• Anti-bribery and anti-corruption
• Diversity and inclusion
• Whistleblowing
Average hours of trainings
Female Male
Bank of
Georgia Ameriabank
Bank of
Georgia Ameriabank
46 25 31 25
Middle
management
Senior
management
Executive
Management
All
employees*
BOG AMB BOG AMB BOG AMB BOG AMB
44 35 35 57 11 61 41 23
* Excluding Middle, Senior and Executive Management.
Fair and competitive compensation
We continuously track and analyse market trends to ensure
our compensation remains competitive, fair, and reflective of
the value we place on our employees. Across the Group, we go
beyond legal and basic standards to offer salaries and benefits
that attract, retain and motivate top talent. Our approach
is guided by data-driven insights, including closely tracking
Providing positive employee experiences
to drive engagement and retention
Creating a positive employee experience is key to building
motivated and high-performing teams. We systematically track
and address employee needs to ensure continuous improvement
and alignment with their expectations. By focusing on
structured experience management, open communication,
collaboration and recognition, we strive to cultivate a culture
where employees feel valued and empowered.
Benefits supporting employee wellbeing
Our employee value proposition extends beyond competitive remuneration to include additional leave options, comprehensive
health insurance, ergonomic support for pregnant women, education co-financing, financial aid for major life events, overtime
compensation, and annual medical check-ups for night-shift workers. All employees, regardless of their employment status, receive
the same benefits.
Percentage of
employees entitled
to parental leave
Employees who
took parental leave
Employees returned
from parental leave
Employees still
employed 12 months
after returning from
parental leave Return to work rate Retention rate
BOG AMB BOG AMB BOG AMB BOG AMB BOG AMB BOG AMB
Female 100% 100% 311 203 252 67 262 60 86% 87% 85% 96%
Male 100% 100% 1 0 1 0 2 0 100% N/A 100% N/A
relevant average monthly nominal earnings per employee,
median earnings, and national labour market statistics to
ensure equitable compensation across our core markets.
In Georgia, where the current Labor Code does not specify
a minimum wage, we monitor wage data published by the
National Statistics Office of Georgia. Our commitment is
reflected in the 2024 entry-level wage to market average wage
ratio at Bank of Georgia, which was 77% for females and 67%
for males. A 2024 labor market survey and internal analysis
confirm that we continue to be a leading employer in Georgia.
In Armenia, where there is high demand for skilled labor and
competition from local companies recruiting in neighboring
countries, we strive to maintain a leading position through
competitive compensation and benefits. The 2024 entry-level
wage to average wage ratio at Ameriabank was 85% for
females and 52% for males, demonstrating our commitment to
attracting and retaining top talent.
Our remuneration policies are designed to align with the
Group’s strategy, culture, and risk appetite, while adhering to all
applicable local regulatory requirements. Key principles include:
Competitiveness: Ensuring salaries align with market standards
and are competitive within the relevant labour market.
Fairness and flexibility: Providing gender-neutral, bias-free pay
based on responsibilities, qualifications and skills, with practices
adaptable to changing business needs.
The local Supervisory Boards advised by the Remuneration
Committees, approve the policies, which apply to all employees,
including executives, material risk takers and control functions.
The policies combine fixed salaries with performance-based
variable pay and eligibility for the state pension scheme.
We believe that a clear and transparent framework for
performance evaluation and compensation is essential
for fostering trust, motivation and career progression. By
standardising promotion criteria and linking rewards to
measurable KPIs and Key Business Objectives (KBOs), we
ensure that employees understand their career path and feel
recognised for their contributions.
We have grading systems, which enable a transparent
understanding of total compensation for employees, clearly
align roles with compensation packages, ensure consistency
and provide clear guidance for employees and managers.
Key pillars that help us create positive employee
experiences are:
• Employee experience management
• Transparent communication and engagement
• Fostering collaboration and idea-sharing
• Regular updates and recognition
• Employee engagement and culture
1
https://southcaucasus.fes.de/news-list/e/impact-of-possible-growth-of-minimum-wage-in-georgia.html
2
https://www.geostat.ge/en/modules/categories/39/wages

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Employee experience management
We actively gather insights and feedback to enhance the
employee experience:
• Engage with new hires in strategically important functions
to ensure a smooth onboarding process aligned with industry
trends and standards.
• Conduct focus groups and individual interviews to assess
employee sentiment and identify areas for improvement.
• Use regular surveys to understand pain points, enabling
deeper analysis and targeted action.
Transparent communication and engagement
We encourage open communication with senior leadership and
the Board, engaging employees through:
• In-depth individual interviews, team reviews, and entry and
exit interviews.
• Regular satisfaction surveys.
• CEO vlogs: Live Q&A sessions with the CEO at Bank of
Georgia to discuss strategy and developments. We held four
sessions in 2024.
• Employee Voice meetings with the Board: In 2024, a session
with employees included discussions with the Chairman and
the Senior Independent Non-executive Director.
Town halls: Sessions with managers at both Bank of Georgia
and Ameriabank, to present company strategy and address
managers’ questions.
The integration of a new core subsidiary presents a valuable
opportunity to reinforce our Group’s overall cohesion. To that
end, we will be enhancing group-wide CEO communications
to ensure employees across all subsidiaries are united in their
understanding of our strategic direction, vision, and the shared
culture we are developing. The CEO will play a vital role in
fostering this alignment moving forward.
Fostering collaboration and idea sharing
To enhance internal communication and strengthen cross-
functional collaboration, we facilitate a range of initiatives that
connect teams and encourage knowledge sharing:
• Agile milestone meetings: Semi-annual discussions at Bank
of Georgia and quarterly at Ameriabank, where agile teams
and Executive Management review strategic plans and new
product launches.
• MindShare series at Bank of Georgia: Colleagues share
expertise and experiences to promote inter-departmental
understanding and collaboration.
• Idea Rally at Bank of Georgia: An annual campaign
empowering employees to propose innovative ideas that
enhance customer experiences or improve existing products,
fostering a culture of creativity and impact.
Regular updates and recognition
We keep employees informed and engaged by providing
regular updates on strategy, performance, risks and new
policies, ensuring transparency and alignment across the
organisation. Recognition is also a key part of our culture, with
both Bank of Georgia and Ameriabank celebrating employee
contributions through awards, milestone anniversaries and
team achievements.
To foster employee engagement and ensure transparency, Bank
of Georgia provides regular updates on strategic developments
and operational changes. In accordance with the Labor Code
of Georgia, Bank of Georgia informs employees at least 30
days before implementing any significant operational changes
that could substantially affect them. Furthermore, we cultivate
a culture of appreciation through initiatives like the Best
Employee and Best Team of the Year awards, celebrating
outstanding contributions.
Ameriabank fosters employee alignment through a variety
of communication channels, including quarterly orientation
sessions with Directors, Quarterly Business Review meetings,
and Q&A sessions with the CEO for middle management. To
celebrate employee achievements, Ameriabank recognises
service anniversaries of five, ten, and fifteen years with the
involvement of senior management, and holds quarterly branch
recognition events based on performance.
Employee engagement and culture
We actively measure and refine our employee experience
through structured feedback mechanisms. At Bank of Georgia,
this commitment is reflected in our year-end 2024 eNPS score
of 54 (56 at year-end 2023), which was on target following
organisational changes and a deep dive into organisational
culture. To further enhance growth and wellbeing programmes,
the Employee Engagement survey has been rescheduled to
2025. In addition to eNPS surveys, Bank of Georgia uses the
Korn Ferry Engaged Performance survey. The most recent
survey, conducted in 2023, showed 70% Engagement and 75%
Enablement. Consistent Korn Ferry Engaged Performance
scores of ≥70% during 2021-2023 validated the effectiveness
of Bank of Georgia’s employee initiatives, allowing the Bank to
focus on a deeper exploration of organisational culture in 2024.
Ameriabank assesses employee experience through eNPS as
well as Staff Satisfaction and Motivation surveys conducted
twice a year, which cover the entire employee journey from
onboarding to exit. In 2024, employee satisfaction stood
at 83%, satisfaction with leadership and management at
89%, and the eNPS score at 57 by year-end 2024 (61 at
year-end 2023).
Measuring and developing culture
In 2024, Bank of Georgia resumed its culture development
project, initially launched in 2023, using Barrett’s Value Survey
(CVA). This initiative aimed to assess our current corporate
culture and its evolution in response to the post-pandemic
business environment and other recent global developments. A
UK-based international consulting firm conducted the survey,
facilitated the CVA results Executive Exploration Workshop,
and carried out an in-depth analysis through employee focus
groups. The focus groups confirmed that our corporate
culture is strong and healthy, characterised by a mindset of
achievement, high performance, accountability and execution.
The deeper study also highlighted a goal-oriented, innovative,
ambitious and courageous leadership style. Additionally,
the consulting firm noted a strong sense of pride and
responsibility among employees, rooted in their recognition of
the organisation’s impact on the country. This sense of purpose
fosters exceptional loyalty, which was identified as a distinct
and rare cultural strength. Building on these insights, we are
committed to sustaining our high-performance culture by
placing greater emphasis on the human aspects of our work
environment, such as appreciation, gratitude and employee
fulfilment. Future initiatives will reinforce these values within
our meritocratic framework.

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Occupational health and safety
management system
Bank of Georgia’s Occupational Health and Safety (OHS)
Management System is fully compliant with Georgian law,
meeting all requirements and implementing preventive
measures related to occupational safety, hazard management,
accident and disease prevention, employee training, information
sharing, and equal participation in health and safety matters.
Although local regulations do not require a standalone
Occupational Health and Safety (OHS) system, Ameriabank
prioritises employee safety and wellbeing. It has integrated
OHS practices into its existing management processes and
is committed to ongoing enhancements. As a result, this
section primarily focuses on the standalone OHS system
at Bank of Georgia.
Ensuring the safety of all employees and third parties in our
workspaces, Bank of Georgia’s OHS system enhances hazard
identification and reduces risk. The system is guided by the
following policies and standards:
1
Occupational Health and
Safety Policy
2
OSH Risk
Assessment
Standard
3
Emergency Evacuation
Standard
4
Fire Safety
Standard
5
Occupational Accidents
and Diseases Investigation/
Reporting Standard
6
Manual Handling
Procedure
7
Personal Protective Equipment (PPE) Procedure
Hazard identification and risk assessment
The Bank’s Labour Safety team, certified in occupational
safety and IOSH ‘Managing Safely’, is responsible for
identifying workplace threats, conducting risk assessments
and implementing preventive measures.
The OHS Risk Assessment Standard defines principles, rules
and responsibilities for evaluating risks to employees and other
stakeholders. It also provides guidance on how workers can
remove themselves from situations they believe may pose risk
of injury or ill health.
To proactively mitigate safety hazards and ensure a safe
working environment, we conduct thorough safety inspections
across all facilities every six months. These inspections involve:
1
Identify and record potential
health and safety hazards
2
Review safety
equipment
3
Evaluate workplace
safety practices
4
Ensure compliance
with relevant
regulations
5
Recommend corrective actions to eliminate hazards
Employees complete an online labour safety course during
onboarding and every two years to enhance awareness, identify
hazards and prevent incidents. The online course covers:
1
Fire safety
2
Emergency prevention
and response
3
Workplace safety
4
Manual lifting
guidelines
We prioritise employee safety through regular fire and
emergency drills (150 conducted in 2024) and First Aid training
(provided to 20 employees from major branches in 2024).
We further minimise workplace risks through risk assessments,
tailored training, hierarchical controls, and appropriate PPEs.
Our comprehensive training programmes and advanced
security and safety systems ensure that all employees are
prepared to respond to emergencies, including robberies and
other security threats.
Job positions and training details
Housekeepers
Receive instructions from
a cleaning specialist and
necessary PPE
Energy specialists
Complete annual professional
courses and are provided with
individual PPE
Service group
(restoration/repair)
Participate in training sessions
and receive individual PPE
Logistics personnel
Follow relevant safety
measures and instructions
Cash centres
Receive training on sorting
machines, lifting techniques
and first aid
Encashment teams
Provided with safety
instructions and PPE
Monitoring staff
Receive tailored training
based on risk assessments
Periodic or ad hoc risk reviews are conducted to manage and
improve non-standard work processes. When new workplace
threats arise, risk assessments are updated and employees are
informed and trained on changes. All risk assessment data and
results are periodically reviewed and updated to comply with
legal requirements.
Occupational health services
To ensure a safe and healthy work environment that promotes
optimal physical and mental wellbeing, the Labor Safety team
conducts biannual assessments of workplace physical factors,
including temperature, humidity, air flow and lighting. In 2024,
measurements were conducted across all branches.
Worker participation, consultation and communication on
occupational health and safety
To promote participation and communication on OHS, the
Security department holds biannual face-to-face meetings with
frontline staff to address physical and labour security issues.

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Preventive measures shared during these sessions include:
• Equipping service centres with advanced security systems
and fire protection systems.
• Installing bulletproof glass and alarm buttons in cash
operating units, with prompt responses from operational
security police teams when alarms are activated.
During these meetings, we also listen to our employees’
feedback on how we can improve the process, inquire about the
practical implementation and flexibility of our OHS measures,
and analyse their responses to refine and enhance our
procedures accordingly.
Employees can report security or safety concerns through
a 24-hour monitoring hotline, a dedicated mail group, or an
intranet platform.
To support the wellbeing and security of employees, Bank
of Georgia offers ‘My Lawyer,’ an initiative providing legal
protection for employees and their families should they face
legal proceedings.
Work-related incidents
There were no fatalities or high-consequence
work-related injuries.
Work-related incidents Employees
Non-
employees
Work-related injuries 5 1
Rate of recordable
work-related injuries*
0,0625 0,2222**
Main types of work-related injury Minor
accidents
Minor
accidents
The number of hours worked 16,000,000 900,000
*
Rate of recordable work-related injuries = (number of work-related injuries/number
of hours worked) x 200,000.
**
Rate for the non-employee category considers only workers with
permanent contracts.
Identification of hazards is a constantly evolving process that
involves examining both the workplace and the work processes
to identify and describe all present hazards. Based on the
results, risk control measures are defined and implemented.
In this process, the following risk control hierarchy is applied:
1
Elimination of the hazard
2
Minimisation of the
hazard
3
Prevention of human
contact with the hazard
(isolation of the hazard)
4
Safe work procedures
5
PPE
Currently identified work-related hazards include: fire,
electrical, ergonomic, manual handling, slip, trip, fall, eye strain,
lighting, temperature and air quality hazards. None of these
have caused or contributed to high-consequence injuries.
Contractor safety management
Contractor labour safety compliance is regulated through
service contracts. Bank of Georgia plans to implement active
monitoring of contractor companies to ensure adherence to
legal requirements.
Empowering communities
Through our two principal banking subsidiaries, Bank of Georgia
and Ameriabank, we continue to support the communities
where we operate. As well as creating innovative products
and services that drive financial inclusion and economic
empowerment, we stand by our communities as employers,
service providers, taxpayers, donors and partners – going
‘beyond business’ with impactful projects that maintain
trust and reputation of our local banking brands.
Education
We believe access to high-quality education opens doors to
limitless opportunities, shaping brighter futures for individuals
and contributing to the prosperity of the countries we operate
in – and this has been a significant focus of our community
sponsorships and partnerships. By actively supporting
educational and financial literacy initiatives, we enhance the
skills and employability of individuals, contribute to a more
educated and productive workforce, and empower communities
to make informed financial decisions. This, in turn, drives
greater economic mobility, helps reduce income inequality,
and strengthens the overall resilience of local communities.
Ideathekas
Ideathekas are multifunctional modern libraries in public schools
across Georgia’s regions, giving thousands of students access
to information technology and educational content. They have
been a flagship project of Bank of Georgia since 2019.
We believe infrastructure is a critical enabler of learning, and
have continued to add more Ideathekas in areas outside Georgia’s
main large cities. The majority are located in rural areas that
have high poverty rates and/or are home to ethnic minorities.
11
Regions
26
Ideathekas
Since 2019
20,000+
Students reached
since inception

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Scholarships
For more than a decade, Bank of Georgia has sponsored
students through the Fulbright Scholarship programme
in the US, the Chevening Scholarship programme in the UK,
and the Miami Ad School EU programme in Germany.
We have sponsored 51 students since 2013.
In 2023 we launched two local scholarship programmes for
undergraduates: the Bank of Georgia Scholarship, for all fields
of study; and the Giorgi Chakhava Scholarship, named after
the famous Georgian architect, supporting students pursuing
studies in architecture.
Bank of Georgia Scholarship
22
Partner universities
6
Georgian regions
165+
Scholars since
inception
Giorgi Chakhava Scholarship
4
Partner universities
Encouraging STEM education
Bank of Georgia is an active supporter of STEM education, focused
on inspiring the next generation of scientists and inventors. In 2024,
we continued our partnership with Komarovi School – one of the
best maths and physics schools in Georgia – to support STEM
School – an online, one-year educational programme covering
diverse areas and enabling students from the regions to work
with Komarovi professional teachers and STEM experts.
Bank of Georgia covered programme fees for more than 150
scholarship recipients from 11 regions, providing them with
essential equipment and devices required for the course.
In total, more than 800 students participated in the STEM
School programme.
We also support other STEM initiatives including the Code IT
project in collaboration with Georgia’s Innovation and Technology
Agency (GITA) – a coding boot-camp for school students in ten
techno-parks across Georgia, with more than 1,000 students
learning to code in 2024.
Ameriabank supports educational initiatives in Armenia aimed
at developing STEM and tech skills of young people across the
country. In 2024, Ameriabank donated funds to the Union of
Advanced Technology Enterprises for re-equipment efforts at
Armath Engineering Makerspaces. In these makerspaces, located
in over 650 schools across Armenia, students aged 10-18 learn
basic programming and animation, robotics, 3D modelling and
printing, as well as how to work with CNC laser and drilling
machines, among other skills.
Sports partnerships
We believe in the power of sports to inspire and connect
communities. Bank of Georgia has been a partner and general
sponsor of the Georgian National Olympic and Paralympic
Committees since 2016, and also of the Georgian national
football and basketball teams.
2024 was a landmark year in the history of Georgian sports.
The national football team reached the knock-out stages of
UEFA EURO 2024 – having qualified for the tournament for
the first time – while the Olympics and the Paralympics drew
more fans than ever before.
Bank of Georgia’s commitment goes beyond sponsorships –
we aim to strengthen the entire sports ecosystem in Georgia
and promote a healthy lifestyle. By supporting national teams,
we foster a vibrant sports culture, empower athletes, promote
inclusivity and help establish Georgia as a proud sporting
nation on the global stage.
The 2024 Paris Olympics was an important milestone for
Georgia, with the national team winning seven medals –
boosting Georgia’s reputation and setting a high standard for
the country’s athletic future. The 2024 Paralympic Games, also
in Paris, marked a breakthrough for Georgia as the team won
a record nine medals. Their success not only showcased athletic
excellence but also shattered stereotypes, inspiring greater
inclusion for people with disabilities in Georgia.
Environment and biodiversity
Bank of Georgia has continued its partnership with the
Caucasus Nature Fund and the Agency of Protected Areas,
contributing up to US$ 30,000 in 2024 to support the
country’s 12 protected areas: Borjomi-Kharagauli, Lagodekhi,
Tusheti (Tusheti National Park and the protected landscape),
Vashlovani, Mtirala, Javakheti, Kazbegi, Algeti, Kintrishi,
Machakhela, Batsara-Babaneuri and Pshav-Khevsureti.
In 2024, we also continued educational campaigns to
promote the unique biodiversity of these protected areas.

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Non-financial and sustainability information statement
The statements below reflect our
commitment to, and management
of, employees, communities, the
environment, human rights, anti-bribery
and anti-corruption in the last 12 months
as required by sections 414CA and 414CB
of the Companies Act 2006.
We are actively monitoring developments
including in relation to ESG matters.
Business model
Climate and environment
Our commitment Further detail
Page reference
in this report
Relevant policy or
document available at
lionfinancegroup.com
We continue to deliver relevant banking
products and services in a seamless
digital experience. We aim to be the
main bank in customers’ daily lives by
leveraging the digital and payments
ecosystems, anticipate customers’ needs
and wants and provide best-in-class
customer care and service.
We continue to make progress in
understanding climate related risks and
opportunities, and putting in place practices
to identify, assess, monitor and manage
climate-related issues, focusing on the
Bank’s loan portfolio, as the main risks
and impacts are associated with lending.
• Sustainable finance
• TCFD report
• Climate-related financial
disclosures
(a) The Group’s governance
around climate-related risks
and opportunities
(b) how climate-related
risks are identified, assessed
and managed
(c) how processes for
identifying, assessing and
managing climate-related
risks are integrated within
the Group’s overall risk
management framework
(d) impact of climate-related
risks and opportunities on
the Group’s business, strategy
and financial planning
(e) Targets used by the Group
to assess climate-related risks
and opportunities
• Our operational footprint
• Environmental Policy
• Our purpose and strategy
framework
• JSC Bank of Georgia
business model
• Empowering individuals
• Empowering businesses
• Financial overview
11
12
18 - 21
21 - 24
106 - 110
55 - 59
60 - 81
204
62 - 64
69 - 75
69 - 71
65 - 67
69
76 - 85
76 - 79

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Our employees
Respect for human rights
Anti-bribery and anti-corruption
Risk management
Strategic and ESG KPIs
We focus on empowering our employees
by fostering a high-trust, diverse
environment and a strong feedback
culture, equipping employees with the
skills and capabilities for the future.
We are committed to providing our
colleagues with a safe and healthy working
environment and an organisational culture
which promotes inclusivity, diversity,
equal opportunities, personal development
and mutual respect. We want people to
enjoy coming to work and for the workplace
to be free from discrimination, harassment
and victimisation.
We are committed to respecting human
rights wherever we do business. We
support the Universal Declaration of
Human Rights and the ILO’s Core Labour
Standards. We believe that we are
well-positioned to contribute to building
communities where human rights are
valued and respected.
We are committed to zero tolerance
towards bribery and corruption. We have
in place written policies, procedures and
internal controls to comply with anti-
bribery and anti-corruption laws.
• Key enablers
• S172 statement
• Empowering our employees
• Working with our suppliers
• Sustainable finance
• Empowering our employees
• Financial inclusion
• Anti-bribery and anti-corruption
• Risk management
• Principal risks and uncertainties
• Key performance indicators
• Code of Conduct and Ethics
• Human Rights Policy
• Diversity, Equity and
Inclusion Policy
• Anti-discrimination and
Anti-harassment Policy
• Whistleblowing Policy
• Environmental Policy
• Human Rights Policy
• Diversity, Equity and
Inclusion Policy
• Anti-discrimination and
Anti-harassment Policy
• Supplier Code of Conduct
• Code of Conduct and Ethics
• Anti-bribery and
Anti-corruption Policy
• Whistleblowing Policy
11
30 - 35
81 - 88
11
30 - 35
52 - 54
88 - 89
48 - 49
55 - 59
81 - 88
52 - 54
41 - 43
92 - 94
95 - 104
14 – 16
Social matters
We are committed to being a significant
contributor to the local communities where
we operate, by not only creating innovative
products and services, but also by driving
positive impact through various community
projects and initiatives beyond our
core business.
• Key enablers
• S172 statement
• Financial inclusion
• Empowering our
communities
• Environmental Policy
• Human Rights Policy
• Diversity, Equity and
Inclusion Policy
• Anti-discrimination and
Anti-harassment Policy

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1 2
4 3
Identify
Risk identification is performed regularly and is a joint effort
of the business and the Risk Management functions. The
main goal is to detect potential risks in a timely manner and
to avoid or mitigate the potential harm those risks would
bring. In case of material internal or external change,
additional ad hoc risk identification can be performed.
The Board regularly discusses key risks and management's
risk mitigation strategies and actions.
Assess and measure
Each identified risk is assessed based on its likelihood
and potential financial and non-financial impacts,
before being compared to risk appetite and specific
limits or triggers. The Group Companies prioritise
risks, determine necessary responses, and align
exposures with risk tolerances. Group Companies
then prioritise risks and decide which need immediate
risk response strategies, aligning identified exposures
with the risk tolerances.
Monitor and report
The Group Companies monitor risk mitigating
actions for timeliness, consistency and systematic
execution. Key risks are escalated appropriately. The
Audit and Risk Committees review significant risk
changes and mitigation quarterly (or more often, if
needed) and report to the Board. Monthly risk reports
inform senior management’s risk management.
Mitigate
Risk-mitigating activities are developed and
implemented to lessen potential negative impacts.
When evaluating these, actions, costs, benefits,
residual risks and secondary risks are also considered.
All key controls are recorded and regularly reviewed.
If a control is ineffective, root causes are analysed
and action plans are developed to improve the
control design.
Risk management
We recognise the importance of a strong risk culture – our
shared attitudes, beliefs, values and standards that shape
behaviours including those related to risk awareness, risk taking
and risk management. All our employees are responsible for
risk management, with ultimate supervisory oversight residing
with the Board.
Bank of Georgia and Ameriabank are the Group’s principal
operating entities that drive the majority of the Group’s
revenue. Throughout this section and in the Principal risks
and uncertainties section, we will collectively refer to Bank
of Georgia and Ameriabank as ’Group Companies‘.
Key components of our ERM framework
Risk management process
Following the acquisition of Ameriabank, the scope of the ERM
function has expanded to oversee Group-wide risk governance.
This includes gathering and consolidating risk data, monitoring
risk levels, enhancing risk management processes using a risk-
based approach, and ensuring effective communication.
We aim to use a comprehensive risk management approach
across the Group, underpinned by our culture and values. Our
risk management framework defines the key principles and
practices we use for managing material risks, both financial
and non-financial.
Non-executive risk governance
‘Three lines of defence’ model
The risk appetite limits are
reviewed and approved
annually by the Board of
Directors. The Board sets
the tone ‘from the top’
and is advised by the Risk
Committee.
The Group’s ERM framework is based on the
industry standard ‘three lines of defence’ model
for risk management.
Executive Management
assesses the effectiveness
of the implementation of
the risk management and
internal control policies
and procedures.
Risk governance
Processes and tools
Internal controlsRoles and responsibilities
Executive risk governance
Risk appetite
The Group has processes in place to identify, assess,
measure, manage and report risks to ensure we
remain within risk appetite.
Active risk management:
identification, measurement,
mitigation and reporting
Policies and procedures
The Group continuously develops the control environment
in business processes, including through segregation of
duties, preventive tools integrated in the systems, and
restrictions of user rights.
Control activities
Our approach to risk

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Risk appetite
The risk appetite framework is a key component of the Group's
ERM framework. We define our risk appetite – the level and
types of risk that we are willing to take, informing the financial
planning process and guiding strategic decision making –
through our Risk Appetite Statements (RAS). Risk appetite
stems from the Group’s strategic objectives and helps ensure
everyone is aligned on the level of risk we are willing to accept.
It is approved by the Board annually and performance against
RAS is reviewed and reported to the Board Risk Committee
quarterly, while a risk appetite dashboard is presented monthly
to Executive Management – all of which ensures risks are
promptly identified and mitigated.
Each principal operating entity has its own RAS. Considering
Ameriabank was acquired at the end of March 2024, the rest
of the year was a transition and integration period. Our ongoing
focus will be ensuring more effective oversight and reporting
of Group-wide financial and non-financial risks – a process that
will be overseen by the Group ERM function.
Risk culture
Risk culture is at the heart of our risk management practices.
A strong culture, starting with the Board, supports the Group
in ensuring ethical business operations and that performance,
risk and reward are aligned.
To develop this, Group companies focus on giving employees
the awareness and capabilities to manage risk. We provide
a wide range of training programmes – some mandatory
for all employees, others role-specific or part of individual
development plans. Mandatory training programmes are
accessible online and ensure Group Companies keep their
customers, employees and the whole organisation safe.
Risk governance and internal controls
The Board has ultimate supervisory responsibility for the
management of risk. The Group CRO is responsible for the
Group’s risk management framework – including establishing
policy, monitoring risk profiles of principal operating entities,
and identifying and managing risk. CROs of our subsidiaries
are responsible for the day-to-day management of risks in their
respective businesses.
The Group Companies operate based on the industry standard
three-lines-of-defence model.
• The first line of defence owns the risks and is responsible for
identifying, recording, reporting and managing them in line
with risk appetite, complying with policies and regulations,
and ensuring the right mitigation controls are in place.
• The second line of defence develops policies, methods and
procedures, as well as establishing and implementing the risk
appetite framework, including setting limits. It challenges
the first line of defence on effective risk management
and provides advice, guidance and assurance of the first
line of defence to ensure it is managing risk effectively in
compliance with policies and regulations.
• The third line of defence is the Internal Audit function,
which provides independent assurance that the risk
management approach and processes are designed and
operating effectively. The Group Companies maintain their
local Internal Audit functions, which have a dual reporting
line both directly to the local Supervisory Board Audit
Committees and to the Board Audit Committee – ensuring
appropriate oversight of internal audit and control systems
within the Group’s principal operating entities.
All roles below the CEO within the Group Companies fall within
one of the three lines, and all employees are responsible for
understanding and managing risks within
their individual roles and responsibilities.
The Board is responsible for reviewing the Group’s system of
internal controls and confirming its adequacy and effectiveness.
Certain matters – such as the approval of major capital
expenditures, significant acquisitions or disposals and major
contracts – are reserved exclusively for the Board. The full
Schedule of Matters Reserved for the Board can be found on
the Group’s website at https://lionfinancegroup.uk/leadership-
and-governance/documents. For other matters the Board
is assisted by its Risk and Audit Committees, which play key
roles in assessing the strength and effectiveness of the risk
management and internal control systems. Each Committee
has described its work in its respective reports, which can be
found starting on page 145 for the Risk Committee and page
135 for the Audit Committee.
With respect to internal controls over financial reporting,
including the Group’s consolidation process, our financial
procedures include a range of system, transactional and
management oversight controls. Each quarter the CFO and
other members of the Group Finance team discuss financial
reporting and associated internal controls with the Audit
Committee, which reports significant findings to the Board.
The Audit Committee also reviews quarterly, half-year and
full-year financial statements and corresponding results
announcements, and advises the Board.
At the level of principal operating subsidiaries, the Supervisory
Boards are responsible for overseeing risk management, but the
Supervisory Boards are assisted by Risk and Audit Committees
as well. At the Executive Management/Management Board
levels, Committees assume a crucial role in steering effective risk
management within subsidiaries. These committees include:
Asset and Liability Management Committees (ALCOs):
responsible for financial risk management body, establishing
policies and guidelines with respect to capital adequacy, market
risk, funding and liquidity risk, interest rate
and prepayment risks and respective limits, money market
general terms, and credit exposure limits. The ALCOs review
scenario analyses and stress tests, regularly monitor compliance
with pre-set risk limits and approve treasury deals.
Credit Committees: responsible for managing risk across loan
portfolios in all business segments.
The ESI Committee at Bank of Georgia: responsible for the
development and implementation of ESG strategy, including
climate risk and opportunity management strategy.
The Committee manages Bank of Georgia’s climate,
environmental and social impacts, focusing primarily
on those associated with its lending activities.
The Disclosure Committee at Ameriabank: ensuring compliance
with the Bank’s Disclosure Policy, so that stakeholders have
clear and timely access to consistent and credible information.
The external auditor and Chief Internal Audits of the Group's
principal operating subsidiaries attend Audit Committee
meetings, and the Audit Committee meets them regularly –
both with and without the presence of Executive Management.
Our Audit and Risk Committees monitor internal controls
over operational and compliance risks.
In line with the revised UK Code of Corporate Governance
issued in January 2024 – specifically Provision 29 – the
Group has established a dedicated working group led by a
steering committee under the CFO. The Internal Controls
over Financial Reporting (ICFR) team is responsible for
ensuring compliance with the requirements by 2026. The Audit
Committee receives quarterly updates from the ICFR team on
the project’s progress, focusing on our journey toward Code
compliance. These updates include comprehensive information
on the project’s advancements in identifying, assessing and
documenting key risks and controls.

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Review of the effectiveness of risk
management and internal controls
We review the effectiveness of our risk management processes
and internal controls annually, with the assistance of the Audit
and Risk Committees – covering all material systems including
financial, operational and compliance controls. The latest review
covered the financial year ended 31 December 2024 and obtained
assurance from Executive Management, and Internal and External
Audits. The Board concludes with reasonable assurance that
the appropriate internal controls and risk management systems
were maintained and operated effectively during 2024, and that
these systems continued to operate effectively up to the date of
approval of this Annual Report. The review did not identify any
significant weaknesses or failures in the systems. We are satisfied
that our risk management processes and internal control systems
comply with the UK Corporate Governance Code 2018 and the
FRC’s Guidance on Risk Management, Internal Control and
Related Financial and Business Reporting.
Stress testing
Stress testing and scenario analysis are important risk
management tools providing input for strategic decision-
making and planning, as they enable the assessment of the
impact of plausible but severe stress scenarios relating to
the Group companies’ liquidity and capital positions. Group
companies regularly assess the vulnerabilities of portfolios to
adverse macroeconomic factors, financial market stresses and
geopolitical developments. Portfolio sensitivities are fed into
the impact assessment of profit and loss, liquidity and capital.
The Group Companies perform different types of stress tests:
• ICAAP/ILAAP stress testing: The Internal Capital Adequacy
Assessment Process (ICAAP) and Internal Liquidity Adequacy
Assessment Process (ILAAP) estimate and maintain an
adequate level of internal capital and liquidity sufficient to cover
all key risks the Banks face or might face in the future, including
under a stress scenario. ICAAP and ILAAP stress-testing results
are reviewed by the Risk Committee and the Board of Directors.
• Viability stress testing: This stress test assesses the impact
of plausible but severe stress scenarios on the Group’s financial
position. Scenario assumptions for all relevant macroeconomic
and financial market variables are set, and potential impacts
are assessed against the viability of the Group. A viability stress
test is performed at least annually and reported to the Audit
Committee and the Board of Directors.
• Reverse stress testing: This stress test assesses the level of
disruption that might cause the Group to fail. Failure in this
context is defined as the level of loss that would lead to the
breach of core capital ratios.
• Ad hoc stress testing: Scenarios that capture the current
economic conditions, specific exposures facing the Banks and
update analysis of potential future extreme events related to
macroeconomic factors. Frequency of stress testing depends
on material changes in the operating environment of the
Group Companies.
• Regulatory: Mandated by local banking regulators, providing
the context and methodology for stress tests. Stress-test
methodologies vary by type and objective. Depending on
the risk type, risk management units are responsible for
performing the analysis. If unacceptably high risks are
identified, risk units adopt measures to mitigate them and
reflect those measures in their strategic plans.
• Recovery Plan stress testing: Mandated by local regulators, this
stress test evaluates the Banks’ ability – along with their chosen
recovery measures – to overcome extreme stress situations that
result in the breach of certain indicators’ threshold levels.
Viability statement
The Board has undertaken an assessment of the Group’s
prospects to meet its liabilities by considering its current
financial position and principal risks. The Group’s going concern
and viability statements are on page 105.
Principal and emerging risks
Each business line within the Group Companies identifies key
risks that could impact its performance or outlook. Information
from all business units is analysed to identify, assess and
manage emerging risks. At the Group level, identified risks are
analysed and consolidated to determine principal risks and
uncertainties. Additionally, we monitor broader macroeconomic
risks and escalate them to the Supervisory Boards or the Board
of Directors through regular presentations.
We proactively identify and manage emerging risks, which are
newly developing or evolving risks that could materially impact
the Group in the future but remain uncertain in terms of timing
and effect. The Board reviews these risks alongside principal risks
to assess potential implications and ensure proactive mitigation
strategies are developed as they become more defined.
A description of these principal risks and uncertainties,
including outlook, recent drivers and mitigation efforts, can
be found on pages 95 to 104. The order in which the principal
risks and uncertainties appear does not denote their priority.
It is not possible to fully mitigate all risks. Any system of risk
management and internal control is designed to manage –
rather than eliminate – the risk of failure to achieve business
objectives, and can only provide reasonable and not absolute
assurance against material misstatement or loss. The Group
is also exposed to risks wider than those listed. Additional risks
and uncertainties – including those the Group is currently not
aware of or deems immaterial – may also result in decreased
revenues, incurred expenses or other events that could in turn
result in a decline in the value of the Group’s securities. We
disclose the risks we believe are likely to have the greatest
impact on our business, and which have been discussed in
depth at the Group’s recent Board, Audit Committee or Risk
Committee meetings.
The Group has identified climate risk as an emerging risk. We
continue to assess climate-related risks, both transition and
physical, for our client base and determine potential impacts on
the Group. We describe and manage climate-related risks in line
with the recommendations from the TCFD – more details on
the Group’s planned actions can be found starting on page 104.

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Macro and Geopolitical risks
Macro and geopolitical risks are the risks of adverse
changes in macroeconomic parameters and/or the
geopolitical environment that may result in the
deteriorated performance and position of the Group.
Key drivers and developments
At the end of March 2024, the Group acquired Ameriabank,
a leading universal bank in Armenia. As at 31 December 2024,
AFS accounted for 25.6% of the Group’s total assets, while
GFS accounted for 71.5%. The Group also owns a small banking
subsidiary in Belarus, JSC Belarusky Narodny Bank, which
accounted for 2.9% of the Group’s total assets as at the
same date.
Key sources of macro risk related to Georgia and Armenia
are changes in GDP, inflation, interest rates and exchange
rates, and political events. Despite robust performance
of the Georgian and Armenian economies in recent years,
common downside risks to growth persist – including regional
geopolitical instability and global growth slowdown.
The unresolved war in Ukraine and ongoing military conflict in
the Middle East contribute to elevated geopolitical risks. The
Georgian and Armenian economies are considerably exposed to
these risks due to their reliance on imported goods and foreign
direct investment, as well as external sector inflows generated
by exports, international tourism and money transfers.
The possibility of a global increase in tariffs and greater trade
uncertainty may lead to slower global growth and tighter financial
conditions, inducing capital outflows from developing economies
such as Georgia and Armenia. Worsened risk appetite among
international investors may cause increased foreign-currency debt
burden and depreciation pressures on local currencies.
Georgia and Armenia face certain country-specific risks. In
Georgia, continued political polarisation following the October
2024 Parliamentary elections could impact consumer and business
sentiment, affecting domestic economic performance. The
upcoming municipal elections in October 2025 could also introduce
further political tensions. In Armenia, the economy’s narrow export
base and reliance on a single trading partner create vulnerability
to external shocks. Additionally, increasing pressures on public
spending could lead to higher budget deficits and government
debt, potentially affecting the resilience of the Armenian economy.
Due to Georgia’s and Armenia’s proximity to Russia, financial
institutions face increased risks related to sanctions evasion.
The Group Companies have strengthened compliance and due
diligence measures to mitigate these risks. For more details,
please refer to the Financial crime risk section on pages 99 to 100.
Mitigation
Governance: The Board receives quarterly updates on global,
regional and country-specific macroeconomic conditions from
economic specialists. The Board also regularly discusses the
impact of major political and geopolitical developments on the
Group’s subsidiaries.
Monitoring and reporting: The Group Companies continuously
monitor macroeconomic developments and consider adverse
economic and geopolitical conditions in stress and scenario analyses,
including portfolio-level sensitivity analysis – enabling local Executive
Management to take proactive actions, which may include changing
operational risk limits during underwriting, if necessary.
Other mitigants: According to Georgian legislation, effective from
1 January 2025, loans of up to GEL 500,000 can only be issued in
GEL if a borrower’s income is also in GEL. Additionally, the NBG
has determined a currency-induced credit risk (CICR) capital
buffer to reduce systemic risks caused by dollarisation. This buffer
is created for risk positions denominated in a currency different
from that used to cover those positions. According to recent
changes in Armenian legislation, mortgages and consumer loans to
residents of Armenia must be granted only in local currency.
For loans to individuals, the NBG’s payment-to-income (PTI)
and loan-to-value (LTV) requirements are more conservative
for foreign currency loans to mitigate borrower-level credit risk:
PTI requirements for foreign currency loans are 5 ppts higher for
income below GEL 1,500 and 20 ppts higher for income above GEL
1,500; and the LTV requirement for foreign currency mortgage
loans is 10 ppts tighter (effective from 26 February 2025).
For Ameriabank, borrower creditworthiness is assessed in line
with its internal standards by incorporating stressed exchange
rates into key metrics. These metrics include the obligations-to-
income ratio for individuals, the debt service ratio for business
loans, and the LTV ratio.
The open currency position limits set by the Supervisory Boards of
Bank of Georgia and Ameriabank are currently more conservative
than those required by their respective central banks.
Credit risk
Credit risk is the risk that the Group will incur a financial
loss because its customers or counterparties fail to
meet their contractual obligations. It arises mainly in the
context of the Group’s lending activities.
Key drivers and developments
Expected credit loss (ECL) charge could increase if an
idiosyncratic risk for any single large borrower materialises
either in Bank of Georgia or in Ameriabank, or if a sectoral or
systemic event leads to higher default rates in either Armenia
or Georgia. In addition, a change in portfolio composition may
lead to increased cost of credit risk.
The Group’s cost of credit risk ratio was 0.5% for 2024 (0.7%
for 2023).
Mitigation
Governance: The Board receives quarterly updates on the
Group’s credit risk profile during its regular meetings, as well
as during discussions and meetings related to the approval of
quarterly results.
Bank of Georgia has three independent Credit Risk Management
departments overseeing and challenging frontline credit risk
management activities in Retail Banking, SME Banking and CB.
Each department is supported by Credit Risk Analysis and Portfolio
Risk Analysis teams. The ERM department oversees Bank-wide
credit risk assessment processes, manages portfolio-wide credit
risk policies, continuously monitors Bank of Georgia's credit
quality parameters, and manages risk budgeting, stress testing
and scenario analysis. ERM provides regular reports to Executive
Management and the Supervisory Board on Bank of Georgia's credit
risk profile and the effectiveness of risk management strategies.
Ameriabank’s Credit Risk Management Service is part of an
independent Risk Management department and is responsible
for overseeing and challenging frontline credit risk management
activities. Ameriabank’s Risk Management department
oversees Bank-wide credit risk assessment processes,
manages quality monitoring policies, continuously monitors
and presents the Bank’s credit quality parameters and early-
warning indicators to the Credit Committee and the ALCO,
and conducts stress testing to assess the impact of adverse
scenarios on the Bank’s credit risk and capital position.
Risk appetite: The Group Companies have established credit
risk appetites, including quantitative limits, designed to mitigate
excessive credit risk and concentration at various levels. Credit risk
profile relative to risk appetite is monitored and reported quarterly
to the Supervisory Boards.
Principal risks and uncertainties

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Credit risk identification and assessment: The credit
assessment process is distinct across segments and is further
differentiated by product types. At Bank of Georgia, Corporate,
SME Banking and larger Retail Banking loans are assessed
individually, while unsecured Retail Banking loan decisions
are largely automated. At Ameriabank, Corporate Banking
loans are underwritten individually while SME Banking loans
and loans to individuals are underwritten either individually or
automatically, according to credit limit and product type. Most
Retail Banking loans are automatically approved by the models.
The performance of all models used in credit risk management
is monitored in line with model risk management frameworks.
To ensure a robust credit-granting process, the Group Companies
have implemented several measures and frameworks:
• Well-defined lending standards: Clear standards for
granting credit, outlining the requirements that borrowers
must meet. These standards serve as a benchmark for
evaluating the creditworthiness of customers, enabling the
identification and assessment of potential risks.
• Segregation of duties: Credit analysis and approval involves
a clear segregation of duties among the parties involved.
Credit analysts and loan officers prepare presentations with
key borrower information. These presentations are then
reviewed by a business credit risk officer – ensuring all risks
and mitigating factors are identified and addressed, and
that loans are properly structured.
• Multi-tiered loan approval committees: A loan is reviewed
and approved by multi-tiered Credit Committees, with
different loan approval limits to consider a customer’s
overall risk profile. Different committees are responsible for
reviewing credit applications and approving exposures based
on the size and the level of risk of the loan.
Loan portfolio quality monitoring and reporting: The Group
Companies continuously monitor the credit risk of their respective
portfolios. Processes and controls are in place to ensure macro
and micro developments are identified in a timely manner.
Monitoring includes a full assessment against risk appetite limits,
supported by a series of key risk and early warning indicators
to identify areas of the portfolio with potentially increasing
credit risk. Chief Risk Officers and Credit Risk Management
departments review the credit quality of the portfolio monthly.
The Supervisory Board Risk Committees periodically review these
analyses in the light of a wider macro environment perspective.
The Group Companies strictly adhere to customer exposure
limits set by their respective regulators for CB loans and
limits set internally, monitor the level of concentration in the
loan portfolio and the financial performance of their largest
borrowers, and maintain a well-diversified loan book. Bank
of Georgia's top 10 borrowers accounted for 6.8% of gross
loans to customers, factoring and finance lease receivables at
31 December 2024 (7.6% at 31 December 2023). Ameriabank’s
top 10 borrowers accounted for 12.4% of the Bank’s gross loans,
factoring and finance lease receivables at 31 December 2024.
Collateral valuation: Property and other types of security
arrangements are used to mitigate credit risk. In CB and
SME Banking, collateral mainly includes liens over real
estate, property, plant, equipment, inventory, transportation
equipment, corporate guarantees, and deposits and securities.
In Retail Banking, loans to individuals are primarily collateralised
by liens on residential property. At 31 December 2024, 81.7%
of Bank of Georgia's gross loans to customers and 84.6% of
Ameriabank’s gross loans to customers were collateralised.
The Group Companies monitor the market value of collateral
during reviews of the adequacy of the allowance for ECL. When
evaluating collateral for provisioning purposes, a discount to the
market value of assets is applied to reflect the liquidation value
of collateral. An evaluation report of the proposed collateral is
prepared externally by a reputable third-party asset appraisal
company or internally by the Asset Evaluation department (in the
case of Bank of Georgia) and submitted to the appropriate Credit
Committee alongside a loan application and a Credit Risk Officer’s
report.
Restructuring and collections: The Group Companies provide
support to borrowers experiencing financial difficulties to help
them meet their contractual obligations. Cases are managed
on an individual basis by Collections teams, which may initiate
a loan restructuring process, modifying the contractual
payment terms to support customers and subsequently
transfer loans back to the performing category. At Bank of
Georgia, for unsecured retail loans overdue for more than 30
days, restructuring alternatives are automatically offered
through digital channels. The recovery process is initiated when
a borrower enters the event of default. If a mutual agreement
cannot be achieved between the borrower and the Bank, the
collateral repossession process is initiated, which may include
court, arbitration or notary procedures.
ECL measurement: The Group uses the ECL model of IFRS
9 to determine loss allowances, acknowledging its forward-
looking nature. The model follows a conventional approach
that involves dividing the estimation of credit losses into its
components: probability of default (PD), loss given default
(LGD), and exposure at default (EAD).
Under IFRS requirements, allowance for credit losses is based
on ECL associated with the PD in the next 12 months, unless:
(a) there has been a significant increase in credit risk since loan
origination, (b) exposure has been defaulted or (c) the financial
instrument meets the definition of purchased or originated
credit-impaired (POCI) – in such cases, allowance is based on
ECL over the lifetime of an asset. Allowance for credit losses is
based on forward-looking information, considering past events,
current conditions and forecasts of economic parameters.
The Group divides its credit risk portfolio into POCI financial
instruments and all other financial instruments. The POCI
financial instruments are purchased or originated financial
assets that are credit-impaired on initial recognition. They
remain in their category until derecognition (even if cured).
Lifetime ECLs are recognised for the POCI financial assets,
even if the financial instrument no longer meets the
default criteria.
For all other instruments the Group uses a three-stage model
for ECL measurement:
• Stage 1: If, at the reporting date, exposure is not credit-
impaired and credit risk has not increased significantly
since initial recognition, the Group recognises a credit loss
allowance in an amount equal to a 12-month ECL.
• Stage 2: If, at the reporting date, exposure is not credit-
impaired but credit risk has increased significantly since
initial recognition, the Group recognises a credit loss
allowance in an amount equal to lifetime ECL.
• Stage 3: If, at the reporting date, exposure is credit-impaired,
the Group recognises a loss allowance in an amount equal
to lifetime ECL, reflecting a PD of 100% for those financial
instruments that are credit-impaired.
The Group determines ECL of financial assets on a collective
basis, and for individually significant loans on an individual
basis, when a financial asset is impaired. ECL for non-defaulted
significant loans is assessed collectively. The Group creates ECL
provisions considering a borrower’s financial condition, days
past due, changes in credit risk since loan origination, forecasts
of adverse changes in commercial, financial or economic
conditions affecting the creditworthiness of the borrower,
and other qualitative indicators such as external market or
general economic conditions. If ECL subsequently decreases, the
previously recognised loss is reversed by an adjusted ECL account.
Counterparty risk: By performing banking services – including
lending on the inter-bank money market, settling a transaction
on the inter-bank FX market, entering into inter-bank
transactions related to trade finance or investing in securities
– the Group is exposed to the risk of loss due to the failure of
a counterparty to meet its contractual obligations. To manage
counterparty risk, the Group Companies define limits on an
individual basis for each counterparty based on an external
credit rating and overall risk profile, as well as country limits to
manage concentration risk. Counterparty credit risk exposures
are monitored daily and any breaches are escalated to the

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respective Banks’ Executive Management. As at 31 December
2024, 95.5% of Bank of Georgia’s and 95.7% of Ameriabank’s
inter-bank exposure was to ‘Investment Grade’ Banks (based
on Fitch, Moody’s and Standard and Poor’s assessments).
Liquidity and funding risks
Liquidity risk is the risk that the Group will be unable to
meet its payment obligations when they fall due under
normal or stress circumstances.
Funding risk is the risk that the Group will not be able
to access stable and diversified funding sources at an
acceptable cost.
Key drivers and developments
The availability of funding in emerging markets is influenced
by the level of investor confidence – and anything negatively
affecting this may affect the price and/or availability of funding
for the Group. The Group’s liquidity may also be affected by
unfavourable market conditions. If liquid assets become illiquid
or if their value drops substantially, the Group may need to rely
on other sources of funding. However, only a limited amount of
funding is available on the Georgian or the Armenian inter-
bank markets, and recourse to other funding sources may pose
additional risks, including pricing risks.
The Group is also exposed to the risk of unexpected, rapid
withdrawal of large volumes of deposits by its customers
and/or of utilisation of off-balance-sheet commitments. This
may happen during a period of significant political, social or
economic instability.
The Group maintains a diverse funding base comprising
short-term funding (including Retail Banking and CB deposits,
inter-bank borrowings and borrowings from the central banks)
and longer-term funding (including Retail Banking and CB term
deposits, borrowings from IFIs and long-term debt securities).
Client deposits and notes are key sources of funding for Bank
of Georgia and Ameriabank. As at 31 December 2024, 39.4%,
40.2% and 20.4% of the Group’s long-term funding sources
were deposits, amounts owed to credit institutions, and debt
securities respectively.
The Group Companies have strong support from IFIs and
private asset/fund managers, and maintain a strong pipeline to
secure funding resources for the next 12 months.
The Group Companies maintain strong liquidity and funding
positions, with their liquidity coverage ratio (LCR) and net
stable funding ratio (NSFR) ratios well above the minimum
regulatory requirement of 100%. In the fourth quarter of 2024,
Bank of Georgia maintained higher-than-usual liquidity levels in
response to recent political tensions. As at 31 December 2024,
Bank of Georgia's LCR stood at 138.6% and NSFR at 130.7%,
and Ameriabank’s LCR stood at 195.7% and NSFR at 128.8%.
Mitigation
Governance: The Board receives updates on the liquidity and
funding position of the Group during its regular meetings as
well as during discussions and meetings related to the approval
of quarterly results.
Funding and liquidity risk management across the Group
Companies is governed by the ALCOs. These committees
approve liquidity risk management frameworks and risk
appetites and oversee their implementation. RAS ultimately
require approval from the respective Supervisory Boards.
Structural units within the Finance function, acting as the
first line of defence, are responsible for managing liquidity and
funding positions, ensuring access to funding markets, and
managing the liquidity buffer. As the second line of defence,
structural units within the Risk function are responsible for
developing and maintaining policies, standards, and guidelines
for funding and liquidity risk management, defining the risk
appetite, conducting risk profile reviews, and communicating
results to the ALCOs.
Monitoring and reporting: The Group Companies monitor a
range of market and internal early-warning indicators daily to
detect early signs of liquidity risk. Executive Management and
the Asset and Liability Management Committees (ALCOs)
receive monthly updates on the liquidity positions. The Board's
Risk Committee reviews liquidity risk, as integrated into the risk
profile dashboard, on a quarterly basis.
Risk appetite: The Group Companies have established RAS
that define their risk tolerance and align with the principles
of liquidity adequacy. These liquidity RAS are translated into
a range of metrics, approved by the respective Supervisory
Boards and reviewed at least annually. This process enables
the identification of potential deviations from the desired risk
profile and triggers proactive risk management actions.
Funding and liquidity management: Liquidity risk is managed
through the ALCO-approved liquidity risk management
frameworks, which model the ability of the Banks to meet their
payment obligations under both normal and stress conditions.
Additionally, Bank of Georgia has developed a liquidity
contingency plan defining risk indicators for different scenarios
and mitigation actions to identify emerging liquidity concerns
at an early stage.
Liquidity stress testing: Bank of Georgia and Ameriabank have
each developed an ILAAP, which includes a liquidity stress test
and scenario analysis framework. This framework assesses the
sufficiency of the Banks’ liquidity buffers to withstand potential
liquidity shocks, considering idiosyncratic, systemic and
combined scenarios. The scenarios are designed to encompass
all key liquidity-related items and factors and are periodically
reviewed to ensure their continued relevance.
Capital risk
Capital risk is the risk of failure to deliver on business
objectives, and/or to meet regulatory requirements and/
or market expectations, due to insufficient capital.
Key drivers and developments
Bank of Georgia is subject to the NBG’s capital adequacy
regulation, based on Basel III guidelines with regulatory
discretion applied by the NBG. Current capital requirements
include Pillar 1 requirements, combined buffer (systemic,
countercyclical and conservation buffers) and Pillar 2 buffers
(concentration, GRAPE, CICR, and stress-test buffers).
Ameriabank currently has to comply with Pillar 1 requirements.
The CBA has indicated its intention to implement Pillar 2 in
Armenia in the future.
Since March 2023, Bank of Georgia has been subject to fully
loaded capital requirements and is accumulating a neutral
countercyclical capital buffer as follows: 0.25% by 15 March,
2024; 0.5% by 15 March, 2025; 0.75% by 15 March, 2026; and
1% by 15 March, 2027. The successful placement of a US$ 300
million offering of 9.5% perpetual AT1 notes in April 2024 and
the redemption of the full US$ 100 million AT1 notes in June
2024 demonstrate Bank of Georgia's strong capital position
and internal capital generation.
The Group Companies maintained capital adequacy ratios
above the minimum regulatory requirements as at 31 December
2024 (see pages 108 and 109).
Mitigation
Governance: The Board of Directors actively oversees the
capital position of the Group Companies, receiving quarterly
updates during regular meetings and in discussions related
to the approval of quarterly results. Furthermore, prior to
making decisions on capital distribution, the Board reviews
the potential impact of various scenarios on the Group’s
capital position.

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Within the Group Companies, the Finance departments'
structural units, acting as the first line of defence, are
responsible for daily capital risk management decisions. The
risk management units, as the second line of defence, establish
capital risk management frameworks and challenge their
effective implementation.
Risk appetite: The Group Companies manage capital risk
through defined risk appetites, which are expressed as various
Bank-level limits and approved by the respective ALCOs and
Supervisory Boards. The risk profile relative to the defined risk
appetite is monitored and reported monthly to the ALCOs
and quarterly to the Supervisory Boards. The Board's Risk
Committee reviews capital risk, as integrated into the risk
profile dashboard, on a quarterly basis.
Capital management: Both Bank of Georgia and Ameriabank
have an ICAAP approved by the Supervisory Boards and
overseen by the ALCOs. The ICAAP ensures the Banks maintain
sufficient capital levels to cover material risks from both a
normative (supervisory) and economic (internal, in the case of
Bank of Georgia) perspective. The Banks conduct an internal
assessment of material risks annually to evaluate the amount,
type, and distribution of capital necessary to cover these risks.
Bank of Georgia actively monitors early-warning indicators
as part of the regulatory recovery plan, designed to identify
emerging capital concerns at an early stage so mitigating
actions can be taken promptly. Bank of Georgia sets internal
capital management buffers above regulatory requirements,
both at the ALCO and the Supervisory Board levels.
Capital stress testing: Capital stress testing plays a vital role
in risk management processes by allowing the examination
of severe but plausible stress scenarios and their impact on
the capital position. The results of capital stress-test analyses
are used to support various aspects of the Group’s risk
management and capital planning processes.
Planning and forecasting: Bank of Georgia updates capital
forecasts on a fortnightly basis and Ameriabank provides
monthly updates, based on updated business expectations,
portfolio quality forecasts, market conditions, the latest trends
and anticipated changes in the Banks’ medium-term strategy.
Market risk
Market risk is the risk of financial loss due to fluctuations
in the fair value or the future cash flows of financial
instruments due to changes in market variables. It arises
from mismatches of maturity, currency and/or interest
rates between assets and liabilities, all of which are
exposed to market fluctuations.
Key drivers and developments
The volatility of GEL and/or AMD may adversely affect the
Group’s financial position. Bank of Georgia's currency risk is
calculated as an aggregate of open positions and limited by the
NBG to 20% of regulatory capital. Ameriabank’s maximum risk
of currency position to total capital of the Bank is set by the
CBA at 10%.
The Group is exposed to interest rate risk due to lending at fixed
and floating interest rates in amounts and for periods that
differ from those of its term borrowings. Interest margins on
assets and liabilities having different maturities may increase or
decrease as a result of changes in market interest rates.
Mitigation
Governance: The governance of market risk management at
the Group Companies is overseen by the respective ALCOs
and Supervisory Boards, which approve the Banks’ market risk
appetites and ensure their implementation. Structural units
from the Risk function serve as the second line of defence
and are responsible for developing and maintaining policies,
standards and guidelines for market risk management,
setting the risk appetite, conducting risk profile reviews and
communicating results to the ALCOs.
Risk appetite: The Group Companies have currency exchange
and interest rate risk appetite presented as different types of
limits approved by the ALCOs and Supervisory Boards. The risk
profile relative to risk appetite is monitored by the respective
ALCOs and Supervisory Boards at least quarterly.
Market risk management: The general principles of market
risk management policy are set by the ALCOs at the Group
Companies. They set limits on market risk exposures by
currencies and closely monitor compliance with risk appetite
frameworks. Exposures and risk metrics are regularly tested for
various plausible scenarios.
Bank of Georgia’s currency risk is calculated as an aggregate
of open positions and is controlled by daily monitoring of open
currency positions and the VaR historical simulation method
based on 400-business-day statistical data. As for Ameriabank,
the currency risk is managed by year-to-date revaluations and
by setting maximum daily open position limits, one currency
open position limit, simulated historical VaR and expected
shortfall limits. Within the Group Companies, the currency
risk is managed by allocating Risk Appetite for open
currency positions.
Within limits approved by the Supervisory Board, Bank of
Georgia's ALCO approves ranges of interest rates for different
maturities at which Bank of Georgia may place assets and
attract liabilities. As per regulatory requirements, Bank of
Georgia assesses the impact of interest rate shock scenarios
on economic value of equity (EVE) and NII. At 31 December
2024, Bank of Georgia's EVE ratio stood at 9.5%, below the
maximum limit of 15.0%. EVE and NII sensitivities are further
limited by the Supervisory Board risk appetite. In addition, the
ALCO sets limits on EVE and NII ratios by currency with respect
to Tier 1 capital and monitors them monthly. NIM sensitivity
is also analysed by currency and is limited by the Supervisory
Board and ALCO sets levels. Bank of Georgia's interest rate
risk measurement practices were reviewed by an independent
consultant during an NBG-initiated assessment of the banking
sector and were rated as in line with international standards.
To minimise interest rate risk, Ameriabank also monitors its
interest rate (re-pricing) gap and EVE sensitivity to interest
rate changes. Aiming to decrease the duration gap of assets
and liabilities, Ameriabank has strictly limited fixed rate loans
with a time-to-maturity greater than five years. Ameriabank’s
ALCO monitors and optimises NIM on a monthly basis. The
Bank effectively hedges interest rate risk arising from floating
rate linked attracted liabilities by entering into offsetting
derivative contracts with highly rated counterparties.
Compliance and conduct risks
Compliance risk is the risk of legal and/or regulatory
sanctions and/or damage to the Group’s reputation as a
result of its failure to identify, assess, correctly interpret,
comply with and/or manage regulatory and/or
legal requirements.
Conduct risk is the risk that the conduct of the Group and
its employees towards customers will lead to unethical
and/or unfair customer outcomes and/or adversely affect
market integrity, damaging the Group’s reputation and
competitive position.
Key drivers and developments
The Group is subject to evolving legal and regulatory
requirements across multiple jurisdictions, the extent and impact
of which may not be fully predicted in advance.
Since the Group is listed on the London Stock Exchange’s main
market for listed securities, it is governed by the UK Financial
Conduct Authority’s regulations and Listing Rules. Subsidiaries in
Georgia are subject to the laws of Georgia and Bank of Georgia
is supervised by the NBG. Furthermore, banking subsidiaries
BNB and Ameriabank are subject to the laws and regulations of
Belarus (regulator: the National Bank of the Republic of Belarus
(NBRB)) and Armenia (regulator: the CBA), respectively.

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Mitigation
Governance: The second line of defence for compliance risk
management is comprised of structural units within Bank of
Georgia’s Legal and Compliance function and Ameriabank’s
Operational Control, under the supervision of Ameriabank’s
CEO. These units are responsible for: challenging the first line of
defence in managing compliance risks; establishing compliance
policies and methodologies; and coordinating the identification,
assessment, documentation, reporting, and mitigation
of compliance risks associated with the Banks’ processes
and products.
Compliance risk management framework: Compliance risk
management at the Group Companies is guided by established
policies and procedures that define the principles, standards,
roles, and responsibilities of independent compliance functions.
The Internal Audit functions provide oversight by reviewing
these compliance risk management frameworks and policies.
Mandatory compliance training programmes enhance
employee awareness of compliance risks across within the
Group Companies.
Monitoring and reporting compliance risk: The Group places
significant importance on measuring and managing compliance
risk to ensure adherence to laws and regulations. This is
achieved through ongoing risk monitoring, assessment, and
reporting, which is the responsibility of the Compliance and
Legal Risk Management units at Bank of Georgia and the
Operational Control Service at Ameriabank. The CLO regularly
reports significant regulatory and legal changes, as well as
material regulatory inspections, to the Board.
Regulatory change management: In line with its integrated
control framework, the Group carefully evaluates the
impact of legislative and regulatory changes on its principal
operating subsidiaries during its formal risk identification
and assessment processes. The Group’s legislative and
regulatory change management system enables respective
departments to promptly identify the amendments of laws
and regulations and prepare accordingly. In addition, the Group
maintains a consistent process to design and implement
appropriate changes by generating formalised action plans
and ensuring follow-up. The efficiency of the regulatory change
management process is additionally ensured by cooperating
and conferring with regulatory bodies (mostly with the NBG
in the case of Bank of Georgia) either directly or through the
Banking Association. Ameriabank also has a formal link and a
coordinated communication process with the CBA. The Group
CLO provides the Group Board with quarterly updates on
relevant changes and their implementation statuses across
principal subsidiaries’ jurisdictions.
Conduct risk management framework: The Group maintains its
Code of Conduct and Ethics, applicable to all subsidiaries.
Bank of Georgia’s Customer Protection Standard covers
all stages of the product and services lifecycle, setting out
requirements related to transparent product offerings and
clear and accurate communications so customers can make
informed decisions. Bank of Georgia's Customer Claims
Management procedure handles customer complaints and
concerns effectively, and the Legal Consulting unit serves as
the second line of defence – ensuring complaint management
is undertaken effectively and in compliance with applicable
customer protection laws, regulations and internal policies
and procedures. Claims related to the Code of Conduct and
Ethics violations are reviewed by the Bank-level Compliance
Committee to ensure they are properly handled and
remediation plans are established.
Ameriabank's independent Service Quality Assurance
department manages customer claims, overseeing the entire
process and initiating process improvements as needed. As the
second line of defence, it has the authority to review proposed
changes to products, services, and tariffs that could affect
clients, preventing potentially negative impacts.
Recurring claims potentially indicating a systemic issue and
reports received through the whistleblowing platform are
investigated and reported quarterly to the Audit Committee.
Ameriabank is in the process of aligning its internal processes
with the Group’s Whistleblowing Policy and procedures.
Both Bank of Georgia and Ameriabank ensure related party
transactions comply with the ‘arm’s length’ principle, as defined
by their respective regulators. At both institutions, the terms of
such transactions are pre-determined under a special internal
act – any deviations require approval from the Supervisory
Board. For Bank of Georgia, certain cases – such as aggregate
risk positions exceeding GEL 500,000, collateral replacement
and similar scenarios – also require Supervisory Board approval.
The Supervisory Board receives quarterly reports to monitor
these transactions.
Financial crime risk
Financial crime risk is the risk of knowingly or unknowingly
facilitating illegal activity, including money laundering,
fraud, bribery and corruption, tax evasion, sanctions
evasion, the financing of terrorism and/or proliferation,
through the Group.
Key drivers and developments
Financial crime risks continue to evolve globally, and the Group
faces stringent regulatory and supervisory requirements to
manage them. The Group is committed to protecting the
integrity of the financial system, safeguarding customers, and
remaining at the forefront of efforts to combat financial crime.
This commitment is reflected in our ongoing investments in
expertise, tools, and systems.
The geographical proximity of Georgia and Armenia to the
Russian Federation, combined with their position within the
regional geopolitical landscape, presents heightened risks of
sanctions evasion for financial institutions operating in both
countries. This proximity increases the potential for sanctioned
entities to attempt to exploit Georgian and Armenian financial
systems to circumvent international restrictions. As a result, the
Group Companies have reinforced their compliance frameworks
and enhanced their due diligence procedures to proactively
mitigate these risks.
Mitigation
Governance: Bank of Georgia and Ameriabank manage
financial crime risks through distinct lines of defense. The
second line of defence, comprised of structural units responsible
for risk management, develops and maintains policies,
standards, guidelines, and internal compliance systems. These
units also monitor the risks of sanctions evasion, ML and TF,
and oversee risk identification, assessment, and management
processes. To enhance monitoring, Bank of Georgia’s AML and
Sanctions Compliance department includes an assurance unit
responsible for regularly assessing the effectiveness of Group-
wide control systems.
As the third line of defence, the Internal Audit functions regularly
assess AML and sanctions compliance, ensuring robust adherence
to regulatory standards and the integrity of financial operations
within the Group Companies.
For continuous oversight of money laundering, TF, and
sanctions evasion risks, an AML/Sanctions Compliance
Committee has been established at Bank of Georgia.
Tax functions within the Group Companies are responsible for
managing tax risks and ensuring tax compliance. Lion Finance
Group PLC has adopted a Tax Strategy that applies to it and
its UK-based subsidiaries, with the same principles applied
throughout the Group.
Monitoring and reporting: The Group’s financial crime risk
management programme aims to ensure all business units,
support functions and subsidiaries consider the impact of their
activities on the risk profile, and take effective measures to
ensure alignment with the Group’s risk-taking approach for
financial crime. The Group aims to prevent harm to customers
and the economies caused by criminals and terrorists, and

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actively monitors its exposure to financial crime risks –
reporting all issues in a timely and proactive manner.
The risks associated with AML/CFT and sanctions evasion are
reported to Executive Management monthly. During the year,
quarterly reporting to the Joint Risk and Audit Committee
facilitated the awareness of financial crime risks at Board level.
Both quantitative and qualitative dashboards are analysed to
ensure effective actions are taken to mitigate risks.
Anti-money laundering: The Group Companies have AML/CFT
frameworks that reflect a risk-based approach. The Group
ensures compliance with local and relevant foreign legislation
in all jurisdictions where financial institutions belonging to the
Group conduct operations, integrating international standards
and recommendations developed by the Financial Action Task
Force and other pertinent international organisations.
The Group has allocated substantial resources to enhancing
its ML/TF risk management capabilities. This includes the
implementation of advanced analytics and transaction
monitoring solutions to detect suspicious activity, as well as the
strengthening of offline reporting mechanisms. The reporting
processes for Cash Transaction Reports and Suspicious
Transaction Reports are fully automated.
Furthermore, the Group Companies have intensified their
mandatory training programmes for employees, aiming to
elevate their expertise in AML and CFT regulatory requirements.
In 2024, Bank of Georgia approved new AML risk appetite
metrics. These metrics are subject to enhanced monitoring and
periodic review to ensure ongoing compliance with the defined
risk appetite.
Bribery and corruption: The Group is committed to preventing
bribery and corruption by implementing appropriate policies
and processes and effective controls. The Group has zero
tolerance towards non-compliance with anti-bribery and anti-
corruption policies and procedures. Apart from mandatory
compliance with ABC policies, the Group has further adopted
the Code of Conduct and Ethics, which serves as a reference
point for employees on a daily basis.
The ABC Policy is diligently upheld at Bank of Georgia
through internal communications, awareness campaigns and
mandatory structured training for all employees. Training is
completed during onboarding and biennially, and includes a
comprehension test and signed acknowledgment to ensure
accountability. Ameriabank also conducts ABC training during
onboarding and will implement regular mandatory training
on ethics, confidentiality and conflicts of interest for all staff,
starting in 2025.
Sanctions compliance: The Group maintains comprehensive
policies, procedures and risk mitigation measures to comply
with international sanctions frameworks enforced by key
jurisdictions and bodies such as the US (Office of Foreign
Assets Control), EU, UK (HM Treasury) and UN Security
Council. These protocols undergo routine evaluations to ensure
alignment with current sanctions regimes. The Group upholds a
stringent zero-tolerance policy towards sanctioned individuals,
transactions, and funds associated with sanctioned entities,
and any clients or transactions connected to the Russian
military-industrial base.
The Group has enhanced its due diligence processes to address
rapidly evolving sanctions regimes. We have strengthened
transaction screening, monitoring, and onboarding, as well as
our review of transaction documentation, to detect potential
sanctions violations. Our technology-driven approach includes
an online solution that fully automates the screening of all
transactions against sanctions lists from OFAC, the EU, the UK,
the UN and other global databases.
Due diligence: The Group continues to improve customer due
diligence practices and transaction monitoring capabilities,
including monitoring supported by risk-based scenarios,
handling alerts and reporting suspicious activities where
required. The Group conducts Group-wide AML/CFT and
sanctions risk assessments, including an assessment of inherent
risk, the effectiveness of controls and residual risk.
The customer risk assessment process is fully automated and
ensures comprehensive management of customer risks across
the entire business relationship lifecycle. The Group’s current
client base undergoes a rigorous and periodic due diligence
process. During the onboarding process, comprehensive
information regarding a corporate client’s ownership structure,
ultimate beneficial owners and sources of funds and wealth is
meticulously gathered.
High-risk clients, including politically exposed persons and
virtual asset service providers, those subject to adverse media
coverage or performing unusual or crypto-currency-related
transactions, or those living and working in countries or sectors
with an inherently higher risk of financial crime, undergo
additional enhanced due diligence. To manage risks associated
with crypto currency, the Group has restricted international
transactions related to virtual assets or involving virtual asset
service providers.
Fraud risk: To mitigate fraud risk the Group has implemented
the following measures:
• Know Your Employee procedures, including screening
requirements at recruitment, employment and departure
stages of employment, providing a clear understanding of
an employee’s background and actual or potential conflicts
of interest.
• Mandatory training for all new employees to increase
awareness.
• Communication channels to inform customers about
fraud risks.
Information security and data protection risks
Information security risk is the risk of loss of
confidentiality, integrity, and/or availability of
information, data, and/or information systems.
Data protection risk is the risk presented by personal data
processing – such as accidental and/or unlawful destruction,
loss, alteration, unauthorised disclosure of, and/or access to,
personal data stored and/or otherwise processed.
Both risks may lead to financial loss, reputational
damage, or other significant adverse economic or
social impacts.
Key drivers and developments
Information security risk is a top risk for organisations globally.
The Group remains subject to attempts to compromise its
information security. The external threat profile is continuously
changing, and the Group expects threats to increase, including
potential state-sponsored cyber attacks.
Malicious actors focus on the following events:
• zero-day attacks, which exploit a previously
unknown vulnerability;
• brand impersonation attacks, which use sophisticated
techniques;
• cases where the Group does not have direct control over
the cybersecurity of the systems targeted (such as those of
its customers and third-party service providers), limiting its
ability to effectively defend against certain threats; and
• failure by employees to adhere to the Group’s policies,
procedures and technical controls.
Bank of Georgia is one of Georgia’s critical information system
subjects – and, therefore, an uninterrupted operation of its
information system is essential to the defence and/or economic
security of the country, as well as to the maintenance of state
authority and/or public life.
On 1 March 2024, significant amendments were made to the
Law of Georgia on Personal Data Protection, aligning it more
closely with the EU's GDPR. Although the Republic of Armenia
Law on Personal Data Protection has not recently undergone
major changes, Ameriabank makes best efforts to bring its
personal data protection practice closer to GDPR standards.

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Mitigation
Governance: Within the Group Companies, respective
structural units from the Information Security function
represent the first line of defence, following internal policies
and procedures regarding information security and performing
routine risk assessments, vulnerability scans and penetration
tests to identify potential vulnerabilities within systems and
infrastructure. In this manner they prevent unauthorised access
attempts and maintain real-time monitoring to promptly
detect and respond to any potential security incidents.
Respective structural units from the Risk function serve as a
second line of defence. They regularly assess the design and
operational effectiveness of security controls. These units
provide oversight, guidance and support to business units,
ensuring information security risks are identified, assessed and
managed effectively, and monitor compliance with internal
policies and external regulations.
Risk appetite: Information security risk is measured against
predefined risk appetite metrics and thresholds. By establishing
risk appetite, the Group Companies aim to minimise exposure
to data and security breaches. The risk profile relative to risk
appetite is monitored and reported monthly to local Executive
Management and quarterly to the Supervisory Boards.
Monitoring and reporting: Bank of Georgia’s and Ameriabank’s
Internal Audit functions, on a risk-based approach, provide
independent assurance on the adequacy and effectiveness of
risk management, internal controls and systems.
Information security is on the Risk Committee’s regular agenda,
and the Group engages external third parties to conduct
cybersecurity audits and penetration tests on a regular basis.
Zero-day attacks: The Group Companies regularly monitor
zero-day vulnerability announcements that may affect their
systems. If such a vulnerability is detected, the designated
teams ensure it is attended to as soon as possible. Moreover,
the Group Companies employ a ‘defence in depth’ approach,
meaning they have multiple complementary security layers – if
one mechanism fails, another will be activated immediately to
prevent an attack.
Customer-targeted phishing: Malicious actors may carry out
successful customer-targeted phishing attacks through fake
websites, social networks, emails and other channels. The
Group Companies focus on improving information security
controls to detect unauthorised access to customers’ accounts,
and run awareness-raising campaigns to help customers and
the wider public recognise phishing and respond appropriately.
Supply chain cyber attack: The Group Companies mitigate the
risk of supply chain cyber attacks by performing due diligence
on third-party providers, ensuring necessary security and
data protection controls are in place before engagement and
conducting annual monitoring to assess compliance with these
requirements. Exit procedures are followed to protect the
confidentiality, integrity and availability of information.
Failure by employees to adhere to the Group’s policies,
procedures and technical controls: Employee training is one
of the key components of information security and data
protection risk management across the Group Companies.
Annual training is mandatory for all employees and includes a
tailored course on mitigating information security risks while
working remotely. The Group Companies run quarterly phishing
campaigns to test employees’ ability to detect such attacks and
respond appropriately.
Access management: The Group Companies have a role-based
access control, contributing to the automation of employee
onboarding and existing employee rotation processes and
enabling the restriction of network access based on the roles of
individual users – in line with the principle of least privilege. The
Group Companies also conduct a semi-annual privileged user
evaluation process, and monitor and update access rights on an
annual basis in each department.
The Group Companies do not grant privileged access rights
to third parties without a justified business need. Even in
such cases third parties with privileged access rights are
required to use multi-factor authentication, and the Group
Companies monitor their activities through a privileged access
management solution.
Information security incident response: To mitigate key risks,
the Group Companies have aligned their incident response
plans with industry standards – following the National
Institute of Standards and Technology (NIST) Computer
Security Incident Handling Guide. The Group Companies have
strengthened their defences with vandal-resistant backup
storage to protect core database backups from internal and
external threats. Both Bank of Georgia and Ameriabank
conduct ongoing breach and attack simulations to assess their
networks, validate security configurations, and continuously
improve their defences.
Personal data protection: In response to legal changes
regarding personal data protection in Georgia, Bank of Georgia
has undertaken several measures to enhance data protection
and compliance including policy and procedure updates, process
reviews, training programmes and customer communication.
Operational risk
Operational risk is the risk of financial and/or non-
financial loss resulting from inadequate and/or failed
internal processes, people and systems, or from external
events. This encompasses human capital risk, which refers
to the potential failure to achieve the Group’s strategic
objectives, leading to operational disruption, financial
loss, and/or reputational damage due to ineffective
human capital policies and/or processes.
Operational risk may result in losses emerging from the
following events, among others:
• internal fraud;
• external fraud;
• business disruption and system failures;
• employment practices and workplace safety;
• clients, products and business practices;
• damage to physical assets; and
• execution, delivery and process management.
Key drivers and developments
Customer expectations of banking products and services will
change with the emergence of new technologies and service
models, forcing banks to rethink their business models and deal
with new operational risks. The speed of change and the need
to innovate has spurred the introduction of technologies whose
deployment needs careful management.
As major business processes become digitalised, the importance
of operational resilience increases. Major disruptions of vital
services may result in material business impacts, including
financial loss, reputational damage and business continuity
threats. Vulnerabilities can be driven by external factors,
including cyber attacks, dependency on critical vendors and
outsourcing services. The importance of operational resilience
will continue to grow as technological advances will play a
bigger role in the provision of financial services.

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Employees are crucial to the Group’s success, supporting
innovation and growth. The limited local talent pool makes
recruiting top tech and data professionals challenging. To support
its focus on digital capabilities and AI-driven decision-making,
the Group prioritises attracting and retaining skilled talent and
investing in leadership development for succession planning.
Mitigation
Governance: For the Group Companies the first line of defence
is represented by respective structural units responsible for
identifying and assessing operational risks and establishing
appropriate controls to mitigate them. The operational
risk management units, as the second line of defence, are
responsible for oversight and risk guidance. The third line of
defence is Internal Audit, independently assessing operational
risk and events in business processes.
Human capital risk is managed by the Human Capital
Management functions within the Group Companies, which
develop policies and frameworks to guide risk management and
ensure legal compliance. These functions also monitor human
capital risks and report them to the respective Executive
Management and Supervisory Boards.
Risk appetite: The Group Companies have established
operational risk appetites to effectively manage all operational
risks. Bank of Georgia has also defined its Bank-level human
capital risk appetite, approved by the Supervisory Board.
The risk profile relative to risk appetite is monitored and
reported monthly to Executive Management and quarterly to
the Supervisory Board at Bank of Georgia, while at Ameriabank
both Executive Management and the Supervisory Board get
reports quarterly.
Monitoring and reporting: The Group Companies monitor
human capital risk through a series of quantitative and
qualitative indicators, including ongoing deep interviews with
individual employees, Bank and team/division-level eNPS,
engagement scores, internal mobility, retention and employee
turnover measures. The results of different surveys and
measures are used to design action plans.
Operational risk framework: The Group Companies have
implemented policies and procedures and have established
operational risk frameworks for anticipating, mitigating,
controlling and communicating operational risks and the overall
effectiveness of the internal control environment. Operational risk
management units maintain a framework and a comprehensive
set of policies and standards reviewed and approved by the
relevant governance bodies to ensure they are aligned with
recognised industry standards such as Basel and NIST, and made
available to all relevant employees through internal channels.
Various policies, processes and procedures are in place to control
and mitigate operational risks, including but not limited to:
• Risk and control self-assessment (RCSA) programme – to
identify and assess operational risks in business processes
and products.
• New products assessment – to identify and assess potential
operational risks related to new products before launch,
offering recommendations for risk mitigation during the
product design phase.
• Scenario analysis programme – to identify, analyse and
measure a range of scenarios, including low-probability and
high-severity events.
• Risk monitoring and reporting, conducted by structural units
from the Risk function in both Banks – to monitor the actual
operational risk profile against the agreed levels of risk
tolerance and risk appetite.
• Business continuity management programme, which
represents business continuity and disaster recovery plans
for each critical business process – a combination of
procedures and arrangements to make sure critical business
processes are uninterrupted at both Banks.
• Risk awareness and training programmes, including
awareness campaigns and mandatory training – to help
employees identify existing and potential risks.
The Group Companies also employ several measures to manage
human capital risk:
• Using various recruitment channels and collaborating with
top universities to attract top talent. Bank of Georgia's
Leaderator and Ameriabank’s Generation A internship
programmes offer young people real project experience,
mentorship and a path to start their careers at the Banks.
• The Group Companies focus on succession planning and
building a strong leadership pipeline for senior roles. Employees
work with their managers to create yearly development plans
based on performance feedback and 360° reviews. Internal
mobility is encouraged to retain top talent.
• The Group Companies offer competitive pay and benefits
while promoting work-life balance. Pay trends are monitored
through industry surveys and performance reviews
determine compensation. Job structures and grading are
regularly updated for clearer career paths.
• The Group prioritises transparent communication and the
Group Companies have grievance policies in place to ensure
issues are addressed promptly and fairly. Employee Voice
meetings with the Board of Directors support the exchange
of ideas, concerns and facilitate discussion of employee
views at the Board level.
• Hybrid working arrangements remain an option for the
majority of back-office employees, ensuring a flexible and
productive work environment.
Model risk
Model risk arises from decisions based on incorrect model
results due to inaccurate assumptions, inappropriate
variables, low-quality data or inadequacies in model
design, implementation or usage.
Key drivers and developments
As banking operations become more complex and digital, the
adoption of statistical models, machine learning and artificial
intelligence enhances decision-making and provides competitive
intelligence. To sustain these benefits, sound model risk
assessment frameworks and validation practices are essential.
The NBG’s regulation – Managing Risks for Data-based
Statistical, Artificial Intelligence and Machine Learning
Models – sets additional requirements for model development,
validation, monitoring and application. The regulation requires
that all relevant new and existing models be in line with
regulatory requirements.
Given the increasing use of AI-driven models at Bank of Georgia,
particular attention is paid to the oversight and mitigation of
AI-related risks. To ensure effective oversight of AI, Bank of
Georgia maintains internal policies and procedures governing
AI usage, which outline clear guidelines for model development,
validation, implementation, monitoring, and compliance with
regulatory standards.
The CBA’s regulation regarding model risk management (MRM)
requires banks to have procedures and processes covering
the full lifecycle of internal models, including evaluation,
development, validation, approval, performance monitoring
and adjustments as needed.
Mitigation
Bank of Georgia’s MRM framework is continuously reviewed
and refined to address key model risks effectively. The MRM
Policy outlines:
• Three lines of defence: A clear segregation of roles and
responsibilities throughout the model lifecycle and model
inventory governance among model owners (first line), an
independent MRM function (second line), and Internal Audit
(third line).
• Key controls: Standards covering data integrity, model
development, documentation, validation, monitoring,
revalidation, backtesting, model inventory management, as
well as comprehensive model risk assessment and reporting.

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In 2023, Bank of Georgia collaborated with McKinsey &
Company to revise its MRM framework, aligning it with industry
best practices.
Ameriabank’s MRM framework is governed by an approved
Model Validation methodology. Ameriabank has a
comprehensive process for model risk estimation, reporting,
monitoring and mitigation, involving key stakeholders for final
decision-making.
Governance: At Bank of Georgia, model owners in the first
line of defence are responsible for model development,
implementation, operation, and continuous monitoring. In the
second line of defence, Bank of Georgia's independent Risk
function validates, oversees and challenges model adequacy
and ensures regulatory compliance. At Ameriabank, the first
line of defence is a collegial body that approves models, and the
validation function in the second line of defence is responsible
for validating any new model or material changes to existing
models. Clear role definitions and independent validation
functions ensure effective risk mitigation.
Monitoring and reporting: Material model-related issues within
the Group Companies are subject to a robust oversight process,
requiring approval from the respective CROs before being
reported to the Supervisory Boards.
The Group Companies conduct continuous monitoring of model
performance. Bank of Georgia has automated processes that
generate notifications for relevant stakeholders on a regular
basis (monthly, quarterly and ad hoc), with model owners
overseeing performance and model validators supervising the
process. Ameriabank also performs monthly monitoring, with
product/model owners responsible for monitoring and model
validators providing supervision. While Ameriabank’s monitoring
is not yet fully automated, there are plans to implement a
dedicated automated system in the future.
Model risk mitigation: The Group Companies employ similar
strategies for model risk mitigation:
• Model redevelopment: Models are refined or redeveloped
in response to changes in market conditions, business
assumptions or processes, to maintain accuracy
and relevance.
• Adjustments to model outputs: Adjustments, including
expert-opinion-based revisions or the application of new
restrictions, are made to improve model accuracy and
address biases or limitations.
• Process enhancements: Additional controls or validation
measures are introduced to further reduce model risk.
Strategic risk
Strategic risk is the risk that the Group will be unable
to execute its business strategy and create value for
its stakeholders as a result of poor decision making,
ineffective resource allocation, and/or a delayed
and/or ineffective response to changes in the
external environment.
Key drivers and developments
The Group faces strategic risks due to changes in the legal,
regulatory, macroeconomic and competitive environments.
The increased economic uncertainty, the emergence of global
fintechs and competition in financial services have changed
stakeholder expectations – heightening the need for strategic,
forward-looking risk management.
In March 2024, the Group entered Armenia through the
acquisition of Ameriabank. As the Group expands its
geographic footprint, it recognises that this introduces
new emerging risks that require proactive monitoring and
mitigation. The investments in new geographies introduce new
strategic risks – including that of failure to realise the upside
potential from the acquisition and/or failure to integrate new
subsidiaries successfully into the Group. The integration of
Ameriabank has been a regular discussion topic during Board
meetings and is one of the key focus areas for the Group’s
Executive Management.
Mitigation
Strategic planning: The Group’s Executive Management runs
an annual strategic planning process to review its performance
against targets, discuss the internal and external environment
affecting the Group’s subsidiaries, and develop short- and
medium-term strategic plans considering potential financial
and non-financial risks. This process is supported by RAS,
capital plans and a recovery plan. The Group’s strategy is
ultimately approved by the Board of Directors.
Focus on customers and innovation: To mitigate strategic risks,
the Group maintains a strong focus on incorporating customer
feedback in decision-making and scanning the competitive
landscape globally to ensure the Group rolls out relevant and
innovative products and offerings. These initiatives not only
address current needs but also create a strong foundation for
future client growth.
Monitoring: The Group’s Executive Management hold regular
meetings to discuss the performance of the Group’s core
subsidiaries, the competitive landscape and the Group’s
competitive positions, including any changes versus prior
periods and any actions required. Key strategic areas and/or
projects are periodically discussed in working groups comprising
executive, senior and middle management.
Strategic objectives and/or decisions including major
organisational changes and initiatives are regularly discussed
with and challenged by the Board, including during the quarterly
Board meetings and the Board’s strategy sessions. The Board
receives quarterly updates on the market environment and
the competitive positioning of the Group’s principal operating
entities in Georgia and Armenia and challenges management’s
tactical or strategic actions.
The Group has a dedicated International Banking function with
executive responsibility over monitoring and coordination of
activities with the operating entities outside of Georgia. The
International Business function does not replace or interfere in
day-to-day Executive Management of the Group’s subsidiaries,
other than as necessary for meeting either legal and regulatory,
or internal policy requirements applicable to the Group as a
whole or on a consolidated basis.
Reputational risk
Reputational risk is the risk of damage to stakeholder
trust and/or brand image due to negative consequences
arising from internal actions and/or external events.
Key drivers and developments
The Group’s operations are subject to inherent reputational
risk, with primary drivers identified as: failure of internal
execution; failure to manage cyber and phishing cases; and
the difference between the Group’s values and public
perceptions and/or opinion.
Mitigation
Risk appetite: Bank of Georgia has defined its Bank-level
reputational risk appetite through a quantitative measure. The
risk profile relative to risk appetite is monitored and reported
monthly to local Executive Management and quarterly to the
Supervisory Board.
Mitigation: To mitigate potential reputational risks, effective
systems and controls ensure high levels of customer service
and compliance. Each material risk identified at any level of the
business is measured, mitigated and monitored in accordance
with the Group’s policies and procedures.
To protect and maintain brand strength, marketing/PR teams
in the Group Companies monitor media coverage daily. Legal
teams ensure marketing communications are fully compliant
with internal policies, and review and confirm the compliance of

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products and services from a legal and regulatory perspective.
The Group Companies regularly measure customer satisfaction
and perceptions using both internal and independent external
surveys, and monitor compliance with risk appetite limits –
reporting to local Executive Management monthly.
The Group Companies also engage with customers on
information security matters, spreading content including
articles, direct emails, interactive games and questionnaires
through various media. Bank of Georgia and Ameriabank
contribute to the development of information security in
Georgia and Armenia respectively by regularly participating
in collaborative efforts with financial industry peers,
law enforcement authorities, regulatory bodies and the
governments, sharing knowledge and preventing
negative impacts.
To prevent inaccurate or misleading reporting that could
damage the reputation of the Group by losing stakeholders’
trust, the Group has a well-documented reporting process with
strong controls for fairness and transparency. Oversight from
the Board of Directors as well as the External Auditor ensures
the Group’s financial and narrative reporting is trustworthy.
Emerging risks
Climate-related risk
Climate-related risk is the risk of financial loss and/
or damage to the Group’s reputation as a result of the
accelerating transition to a lower-carbon economy and/or
the materialisation of actual physical damage as a result
of acute and/or chronic weather events.
Transition and physical risks may impact the performance and
financial position of the Group’s customers and their ability to
repay loans.
Key drivers and developments
The Group’s stakeholders, including investors and lenders,
are increasingly demanding more climate-related disclosures
– including climate risk assessments and GHG emissions
reporting – as well as actions to address climate-related risks.
The Group is subject to climate reporting obligations under
both the UK Financial Conduct Authority’s Listing Rules and
Sections 414CA and 414 CB of the UK Companies Act 2006.
Since 2020, the Group has identified climate change as an
emerging risk, making climate-related risk an integral part
of its risk inventory. Bank of Georgia has developed a climate
scenario analysis toolkit to conduct stress testing and model
the impacts of climate change risks on the credit risks of
clients. Bank of Georgia has continued to strengthen climate
considerations within the credit risk management framework.
Both Georgia and Armenia have submitted their NDC as
part of the Paris Agreement. Georgia’s NDC includes an
unconditional target to reduce total domestic GHG emissions
by 35% below 1990 levels by 2030, while Armenia targets a
40% reduction by the same year, using the same baseline.
Georgia has adopted the long-term low emissions development
strategy, declaring carbon neutrality an important goal by
2050, and has committed to presenting a new NDC in 2025.
Mitigation
Governance: The ESI Committee at Bank of Georgia,
comprising executive and senior management, is responsible
for overseeing the Bank’s climate, environmental and social
impacts – focusing mainly on those arising from its lending
activities. It holds overall responsibility for designing climate,
environmental and social strategies and policies, and setting
and monitoring targets. The final responsibility for decisions
made by the ESI Committee rests with the Supervisory Board.
Centralised teams of Environmental, Social and Climate Risk
specialists within the Group Companies’ Risk functions are
responsible for:
• Conducting research on environmental and social risk
assessment methods.
• Implementing and updating environmental and social
policies, procedures and methods.
• Identifying, assessing, managing and mitigating
environmental and social risks for the Group Companies’
clients, based on a standardised due diligence process.
• Identifying climate-related opportunities and classifying
green loans.
• Calculating financed emissions.
• Supporting other departments to implement environmental
and social and climate-related tasks.
• Preparing environmental and social disclosures.
In addition, Bank of Georgia actively addresses the
aforementioned issues with a focused climate-related
perspective, ensuring alignment with the bank’s commitments
to climate-related risk management and climate action.
Climate-related risks mitigation:
Bank of Georgia has integrated climate-related risks into
its risk management framework and business resilience
assessments. Its mitigating activities also include:
• Identifying and addressing sector- and location-specific
climate risks for business clients, as part of loan appraisal
and origination processes, as well as the environmental and
social risk management process.
• Expanding our climate scenario analysis toolkit and
deepening our knowledge of climate change and climate
policy in Georgia and the global implications.
• Collecting relevant data, including on output produced
and energy consumed, and calculating Scope 3 financed
emissions for some GHG-intensive corporate clients.
• Identifying and reporting on transactions aligned with the
NBG’s Green Taxonomy (from January 2023).
• Developing sectoral E&S policies to address specific high-
risk industries which may have high adverse impact on
people and/or the environment. We are committed to
working closely with clients, especially those in high-emission
industries, to support their shift towards sustainable
practices by tackling issues like data limitations, technical
capacity, and access to funding.
• Facilitating climate-related disclosure.
• Raising climate finance awareness among clients and
implementing training for employees.
Ameriabank established a Green Bond Framework in 2020
consistent with the ICMA current Green Bond Principles
to support the transition to a low-carbon resilient and
environmentally sustainable economy. Its mitigating activities
also include:
• Contributing to the long-term development of sustainable
solutions through financing relevant services and innovations.
• Making a corporate commitment to have a low-carbon
Green Assets portfolio.
• Defining Taxonomy Exclusionary Criteria for the purposes of
Green Bonds.
• Measuring and reporting impact metrics of Eligible Green Assets,
included but not limited to annual electricity consumption savings
and GHG emissions avoided.
• Identifying, assessing, managing and mitigating clients’ E&S
risks based on IFIs’ standards (IFC Performance Standards,
EBRD Performance Requirements, Asian Development
Bank and FMO’s environmental and social standards),
international best practices and local requirements.
• Setting E&S Guidelines based on which clients may
implement basic E&S risk management. The E&S Guidelines
support compliance with national legislation requirements
and are aligned with international E&S risk management
practices.
• Raising climate finance awareness among employees.

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Viability statement
Going concern statement
In adopting the going concern basis for preparing the
consolidated financial statements, the Directors have
considered the Group’s business activities, strategy and
objectives, principal risks and uncertainties, and the
performance as set out on pages 11 to 12, 95 to 104, and 14
to 16. The Directors have performed a robust assessment of
the Group’s financial forecasts across a range of scenarios
over a 12-month period from the date the financial statements
are authorised for issue by carrying out stress testing,
incorporating extreme downside scenario and reverse stress
testing, which involved examining the level of disruption that
may cause the Group to fail.
Provision 31 of the 2018 UK Corporate Governance Code
requires the Board to make a statement in the Annual Report
and Accounts regarding the viability of the Group, including an
explanation of how they assessed the prospects of the Group,
the period of time for which they have made the assessment
and why they consider that period to be appropriate.
In assessing the Group’s viability, the Board considers a three-
year period to be appropriate as this period is covered in the
Group’s strategic planning and budgeting process and carries
a high level of confidence in assessing its viability. The Board
has considered the Group’s current and forecast capital and
liquidity positions over a three-year period which aligns with the
management’s 2025-2027 business plan and has evaluated the
results of stress testing and reverse stress testing as described
in this section.
In making its assessment, the Board has considered the
potential impact of a severe but plausible scenarios, covering
a combination of principal risks over this period on the Group’s
principal operating Business Divisions, Georgian Financial
Services (GFS) and Armenian Financial Services (AFS). In
addition, the Board reviewed the results of reverse stress
testing, which involved examining the level of disruption that
may cause the Group to fail.
The Board examined, among others, the potential impacts
of several key risks over the assessment period, including:
• A severe contraction of the Georgian and Armenian
economies, simulated through global, regional and
country-specific economic shocks.
• A substantial depreciation of the Georgian Lari and the
Armenian Dram against the US Dollar.
• Increased unemployment rates in Georgia and Armenia.
• Elevated and sustained inflation rates, along with increased
interest rates, including those set by the NBG, the CBA, the
US Federal Reserve and the European Central Bank.
• Substantial drop in real estate prices in Georgia
and Armenia.
• Liquidity risks arising from potential large-scale, one-off
withdrawal of customer funds in Georgia and Armenia.
• Increased operational losses, including from materialisation
of cybersecurity risk and regulatory penalties.
The Directors confirm that they have a reasonable expectation
that the Group, as a whole, has adequate resources to continue
in operation for the 12 months from the date the financial
statements are authorised for issue. Therefore, the Directors
consider it appropriate to adopt the going concern basis
of accounting in preparing the accompanying consolidated
financial statements.
• Increased risks related to the Group’s operations in Belarus,
leading to a full write-off of BNB.
• Potential capital outlay from GFS to support a potential
capital injection in Ameriabank (although Ameriabank’s
internal stress tests indicate no actual need for such
an injection).
Applying the stress testing scenarios did not result in a
breach of capital and liquidity regulatory requirements for
GFS and AFS.
The reverse stress testing scenario is currently deemed to
be implausible.
The stress testing took into account the availability and the
likely effectiveness of mitigating actions that could be taken
to avoid or reduce the impact or occurrence of the identified
underlying risks to which the Group is exposed. These actions
included: a decline in lending activity, the temporary use of a
capital conservation buffer by Bank of Georgia and a set of
combined buffers by Ameriabank, a partial suspension of share
buybacks related to the share-based compensation scheme,
a temporary halt in capital distributions, and a reduction in
operating expenses.
As additional mitigating actions under the reverse stress
testing scenario, we considered a full suspension of share
buybacks related to the share-based compensation scheme
and capital distributions, the write-off of Bank of Georgia’s
AT1 capital notes and AT1 capital perpetual subordinated
syndicated facility, partial use of mandatory reserves held with
the NBG, release of all Pillar 1 and Pillar 2 capital buffers under
Basel III capital requirements set by the NBG, and release of all
capital buffers for Ameriabank.
The Directors have also confirmed that sufficient evidence
exists to support their statement regarding the effectiveness
of the Group’s risk management framework and internal
control processes designed to mitigate risk. Based on these
assessments, the Directors confirm they have a reasonable
expectation that the Group will be able to continue its
operations and meet its liabilities as they become due over the
three-year period from 1 January 2025 to 31 December 2027.
Going Concern and Viability Statement

106
Annual Report 2024 Lion Finance Group PLC
Overview of financial results
INCOME STATEMENT HIGHLIGHTS
GEL thousands
FY24
Group
FY24
GFS
FY24
AFS
FY24
Other
FY23
Group
FY23
GFS
FY23
AFS
FY23
Other
Interest income 4,139,900 3,261,442 794,616 83,842 2,748,261 2,677,362 – 70,899
Interest expense (1,779,053) (1,463,591) (287,585) (27,877) (1,132,815) (1,116,859) – (15,956)
Net interest income 2,360,847 1,797,851 507,031 55,965 1,615,446 1,560,503 – 54,943
Net fee and commission income 561,662 465,614 89,922 6,126 434,482 428,345 – 6,137
Net foreign currency gain 571,799 386,797 128,032 56,970 365,711 323,136 – 42,575
Net other income 68,320 53,428 3,927 10,965 114,735 111,870 – 2,865
Operating income 3,562,628 2,703,690 728,912 130,026 2,530,374 2,423,854 – 106,520
Salaries and other employee benefits (757,990) (443,347) (268,547) (46,096) (419,454) (375,345) – (44,109)
Administrative expenses (279,197) (204,383) (47,737) (27,077) (205,368) (181,535) – (23,833)
Depreciation, amortisation and
impairment (173,137) (121,983) (40,818) (10,336) (124,723) (114,279) – (10,444)
Other operating expenses (12,580) (5,744) (5,400) (1,436) (4,508) (3,461) – (1,047)
Operating expenses (1,222,904) (775,457) (362,502) (84,945) (754,053) (674,620) – (79,433)
Profit from associates 1,347 1,347 – – 1,456 984 – 472
Operating income before cost of risk 2,341,071 1,929,580 366,410 45,081 1,777,777 1,750,218 – 27,559
Cost of risk (165,253) (98,099) (63,182) (3,972) (144,064) (146,155) – 2,091
Profit before income tax expense 2,175,818 1,831,481 303,228 41,109 1,633,713 1,604,063 – 29,650
Income tax expense (362,796) (275,557) (73,072) (14,167) (258,971) (250,496) – (8,475)
Profit adjusted for one-off items 1,813,022 1,555,924 230,156 26,942 1,374,742 1,353,567 – 21,175
One-off items
1
672,173 – 672,173 – 22,585 22,585 – –
Profit 2,485,195 1,555,924 902,329 26,942 1,397,327 1,376,152 – 21,175
BALANCE SHEET HIGHLIGHTS Dec-24 Dec-23
Change
y-o-y
Liquid assets 16,484,035 9,984,238 65.1%
Cash and cash equivalents 3,753,183 3,101,824 21.0%
Amounts due from credit
institutions 3,278,465 1,752,657 87.1%
Investment securities 9,452,387 5,129,757 84.3%
Loans to customers, finance lease
and factoring receivables
2
33,558,874 20,232,721 65.9%
Property and equipment 550,097 436,955 25.9%
All remaining assets 1,614,882 1,103,644 46.3%
Total assets 52,207,888 31,757,558 64.4%
Client deposits and notes 33,202,010 20,522,739 61.8%
Amounts owed to credit
institutions 8,680,233 5,156,009 68.4%
Borrowings from DFIs 3,301,249 2,124,264 55.4%
Short-term loans from the
National Bank of Georgia 2,546,574 2,101,653 21.2%
Short-term loans from the
Central Bank of Armenia 153,588 – –
Loans and deposits from
commercial banks 2,678,822 930,092 188.0%
Debt securities issued 2,255,016 421,359 NMF
All remaining liabilities 1,055,402 637,615 65.5%
Total liabilities 45,192,661 26,737,722 69.0%
Total equity 7,015,227 5,019,836 39.8%
Book value per share 162.77 114.62 42.0%
KEY RATIOS FY24 FY23
ROAA (adjusted for one-off items)
1,3
4.3% 4.7%
ROAA (unadjusted) 5.8% 4.8%
ROAE (adjusted for one-off items)
1
30.0% 29.9%
ROAE (unadjusted) 41.2% 30.4%
Net interest margin
3
6.3% 6.5%
Loan yield
3
12.4% 12.5%
Liquid assets yield
3
5.1% 4.7%
Cost of funds
3
5.0% 4.7%
Cost of client deposits and notes
3
4.1% 4.0%
Cost of amounts owed to credit Institutions
3
7.9% 8.0%
Cost of debt securities issued
3
8.2% 8.2%
Cost:income ratio (adjusted for one-off items)
1
34.3% 29.8%
Cost:income ratio (unadjusted) 34.3% 29.5%
NPLs to gross loans 2.0% 2.3%
NPL coverage ratio 63.0% 69.2%
NPL coverage ratio adjusted for the discounted
value of collateral 119.6% 117.6%
Cost of credit risk ratio
3
0.5% 0.7%
1
For full year 2024, GEL 672.2 million was recorded as a one-off item comprising a one-off gain on bargain purchase and acquisition-related costs in Armenian Financial Services.
Operating income before cost of risk and subsequent lines in the income statement as well as return on average assets (ROAA) and ROAE were adjusted for these one-off
items. For full year 2023, a one-off other income of GEL 21.1 million in 2Q23 and GEL 1.5 million in 4Q23 was recorded in Georgian Financial Services, resulting from the fair value
revaluation of a receivable related to the settlement of a legacy claim. Net other income, as well as ROAA, ROAE, and the cost-to-income ratio, were adjusted for these one-off
items.
2
Throughout this announcement, gross loans to customers and the related allowance for impairment are presented net of 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 loan portfolio position.
3
For full year 2024 ROAA, NIM, loan yield, liquid assets yield, cost of funds, cost of client deposits and notes, cost of amounts owed to credit institutions, cost of debt securities
issued, and cost of credit risk ratio were adjusted to exclude the effect of Ameriabank’s consolidation at the end of March on average balances.

107
Annual Report 2024 Lion Finance Group PLC
Strategic Report
Governance Financial Statements Additional Information
Performance highlights
• In FY24, the Group’s consolidated operating income
amounted to GEL 3,562.6 million (up 40.8% y-o-y). A
significant growth driver was the acquisition of Ameriabank.
GFS operating income grew by 11.5% y-o-y in FY24. See
details in the Business Division discussion on pages 107
to 108.
• The Group’s operating expenses amounted to GEL 1,222.9
million in FY24 (up 62.2% y-o-y), largely driven by the
consolidation of Ameriabank.
• For FY24, one-off items included a gain on bargain purchase
(the difference between the fair value of identifiable
net assets of Ameriabank acquired and total purchase
consideration) and acquisition-related costs, that together
amounted to GEL 672.2 million. Operating income before
cost of risk and subsequent lines as well as ROAE and ROAA
were adjusted for these one-offs.
• The Group’s profit (adjusted for one-off items) was
GEL1,813.0 million in FY24 (up 31.9% y-o-y) and ROAE
(adjusted for one-off items) was 30.0% (29.9% inFY23).
Asset quality
• Loan portfolio quality has remained healthy. Cost of credit
risk ratio was 0.5% in FY24 versus 0.7% in FY23.
• The NPLs to gross loans ratio stood at 2.0% as at
31 December 2024 (down 30 bps y-o-y).
NON-PERFORMING LOANS
GEL thousands,
unless otherwise noted Dec-24 Dec-23
Change
y-o-y
Group (consolidated)
NPLs 666,859 467,656 42.6%
NPLs to gross loans 2.0% 2.3%
NPL coverage ratio 63.0% 69.2%
NPL coverage ratio adjusted for
the discounted value of collateral 119.6% 117.6%
Georgian Financial Services (GFS)
NPLs to gross loans 2.2% 2.2%
NPL coverage ratio 62.1% 68.7%
NPL coverage ratio adjusted for
the discounted value of collateral 115.1% 117.1%
Ameriabank (standalone figures)
NPLs to gross loans 1.4% –
NPL coverage ratio 69.1% –
NPL coverage ratio adjusted for
the discounted value of collateral 137.3% –
Portfolio highlights
• Loans to customers, factoring and finance lease receivables
amounted to GEL 33,558.9 million as at 31 December 2024,
up 65.9% y-o-y. The significant y-o-y increase is attributable
to the Ameriabank acquisition, as well as a 20.5% nominal
loan growth in GFS.
• Client deposits and notes amounted to GEL 33,202.0 million
as at 31 December 2024 (up 61.8% y-o-y). The y-o-y growth
was driven by the Ameriabank acquisition as well as a 23.1%
nominal deposit growth in GFS.
Business Division results
Following the acquisition of Ameriabank in March 2024, the
Group results are presented by the following Business Divisions:
1) Georgian Financial Services, 2) Armenian Financial Services,
and 3) Other Businesses.
Georgian Financial Services
GFS mainly comprises JSC Bank of Georgia and investment
bank JSC Galt & Taggart.
INCOME STATEMENT HIGHLIGHTS
GEL thousands FY24 FY23
Change
y-o-y
Interest income 3,261,442 2,677,362 21.8%
Interest expense (1,463,591) (1,116,859) 31.0%
Net interest income 1,797,851 1,560,503 15.2%
Net fee and commission income 465,614 428,345 8.7%
Net foreign currency gain 386,797 323,136 19.7%
Net other income 53,428 111,870 -52.2%
Operating income 2,703,690 2,423,854 11.5%
Salaries and other employee
benefits (443,347) (375,345) 18.1%
Administrative expenses (204,383) (181,535) 12.6%
Depreciation, amortisation and
impairment (121,983) (114,279) 6.7%
Other operating expenses (5,744) (3,461) 66.0%
Operating expenses (775,457) (674,620) 14.9%
Profit from associates 1,347 984 36.9%
Operating income before cost
of risk 1,929,580 1,750,218 10.2%
Cost of risk (98,099) (146,155) -32.9%
Profit before income tax expense 1,831,481 1,604,063 14.2%
Income tax expense (275,557) (250,496) 10.0%
Profit adjusted for one-off items 1,555,924 1,353,567 14.9%
One-off items – 22,585 NMF
Profit 1,555,924 1,376,152 13.1%
BALANCE SHEET HIGHLIGHTS Dec-24 Dec-23
Change
y-o-y
Cash and cash equivalents 1,832,228 2,714,174 -32.5%
Amounts due from credit
institutions 2,423,723 1,733,898 39.8%
Investment securities 7,886,960 5,052,494 56.1%
Loans to customers, finance lease
and factoring receivables 23,539,328 19,532,803 20.5%
Loans to customers, finance lease
and factoring receivables, LC 13,580,484 10,838,243 25.3%
Loans to customers, finance lease
and factoring receivables, FC 9,958,844 8,694,560 14.5%
Property and equipment 462,037 425,456 8.6%
All remaining assets 1,170,001 1,027,901 13.8%
Total assets 37,314,277 30,486,726 22.4%
Client deposits and notes 24,052,164 19,535,071 23.1%
Client deposits and notes, LC 11,355,443 8,889,946 27.7%
Client deposits and notes, FC 12,696,721 10,645,125 19.3%
Amounts owed to credit
institutions 6,712,420 5,125,760 31.0%
Debt securities issued 1,082,831 414,549 161.2%
All remaining liabilities 475,032 598,310 -20.6%
Total liabilities 32,322,447 25,673,690 25.9%
Total equity 4,991,830 4,813,036 3.7%
Risk-weighted assets (Bank of
Georgia) 29,080,593 23,061,905 26.1%
LC = local currency
FC = foreign currency

108
Annual Report 2024 Lion Finance Group PLC
KEY RATIOS FY24 FY23
ROAA (adjusted for one-off items) 4.7% 4.9%
ROAA (unadjusted) 4.7% 4.9%
ROAE (adjusted for one-off items) 33.5% 30.9%
ROAE (unadjusted) 33.5% 31.5%
Net interest margin 6.0% 6.4%
Loan yield 12.5% 12.6%
Loan yield, LC 15.0% 15.6%
Loan yield, FC 9.3% 8.8%
Cost of funds 5.2% 4.9%
Cost of client deposits and notes 4.4% 4.2%
Cost of client deposits and notes, LC 7.8% 8.4%
Cost of client deposits and notes, FC 1.2% 0.6%
Cost of time deposits 6.8% 6.5%
Cost of time deposits, LC 10.6% 10.8%
Cost of time deposits, FC 2.3% 1.7%
Cost of current accounts and demand deposits 2.3% 2.5%
Cost of current accounts and
demand deposits, LC 4.9% 6.0%
Cost of current accounts and
demand deposits, FC 0.0% 0.1%
Cost:income ratio (adjusted for one-off items) 28.7% 27.8%
Cost:income ratio (unadjusted) 28.7% 27.6%
Cost of credit risk ratio 0.4% 0.7%
COST OF CREDIT RISK Dec-24 Dec-23
Total GFS 0.4% 0.7%
Retail Banking 0.4% 1.0%
SME Banking 0.3% 0.7%
CIB 0.4% 0.4%
Performance highlights
• GFS generated operating income of GEL 2,703.7 million
(up 11.5% y-o-y). Notably, in 2023 the Group posted two
significant income items – a GEL 68.7 million gain on the
sale of repossessed assets and a GEL 25.0 million net
positive adjustment in net fee and commission income due
to changes in the accounting model for payment systems.
Excluding these effects, the FY24 y-o-y growth would have
been 16.0%.
• For the full year of 2024, NIM stood at 6.0% (down 40 bps
y-o-y), mainly driven by a combination of higher cost of
funds of 5.2% (up 30 bps y-o-y) and lower loan yield of 12.5%
(down 10 bps y-o-y).
• Net fee and commission income amounted to GEL 465.6
million (up 8.7% y-o-y). Notably, in 2023, the Group amended
the accounting model for payment systems charges, that
resulted in a positive net effect of GEL 25.0 million. Excluding
this effect, the FY24 y-o-y growth would have been 15.4%.
• Net other income was GEL 53.4 million (down 52.2% y-o-y) –
the decrease was driven by significant net gains on the sale
of repossessed assets in 2023.
• Operating expenses amounted to GEL 775.5 million (up
14.9% y-o-y). The y-o-y growth in operating expenses was
mainly driven by increased salaries and other employee
benefits, together with higher administrative expenses
related to business growth and continuing investments in key
strategic areas.
• Cost of credit risk ratio stood at 0.4% versus 0.7% in FY23.
• Overall, GFS posted a profit of GEL 1,555.9 million (up 14.9%
y-o-y compared with adjusted profit in FY23).
Portfolio highlights
From 1Q24 the Corporate Center was separated as a new
segment of GFS. The Corporate Center mainly includes
treasury and custody operations. Previously, the Corporate
Center’s income and expenses were allocated to the Retail
Banking, SME Banking, and Corporate and Investment Banking
(CIB) segments. The previous figures for the Retail Banking,
SME Banking and CIB segments have been restated.
PORTFOLIO HIGHLIGHTS: LOANS TO CUSTOMERS, FACTORING AND
FINANCE LEASE RECEIVABLES
Dec-24 Dec-23
Change
y-o-y
Change
y-o-y
(constant
currency)
Total GFS 23,539,328 19,532,803 20.5% 19.3%
Retail Banking 10,203,425 8,502,529 20.0% 19.5%
SME Banking 5,011,108 4,550,840 10.1% 9.3%
CIB 8,324,795 6,479,434 28.5% 26.3%
Corporate Center – – – –
PORTFOLIO HIGHLIGHTS: CLIENT DEPOSITS AND NOTES
Dec-24 Dec-23
Change
y-o-y
Change
y-o-y
(constant
currency)
Total GFS 24,052,164 19,535,071 23.1% 21.2%
Retail Banking 14,422,359 12,597,938 14.5% 12.2%
SME Banking 2,146,585 1,876,967 14.4% 13.2%
CIB 6,578,858 5,030,564 30.8% 29.3%
Corporate Center 971,961 218,872 NMF NMF
Eliminations (67,599) (189,270) -64.3%
• GFS’s loans to customers, factoring and finance lease
receivables stood at GEL 23,539.3 million (up 20.5% y-o-y)
as at 31 December 2024. The y-o-y growth was mainly
driven by CIB, followed by Retail Banking and SME Banking.
On a constant currency basis, the loan book increased
by 19.3% y-o-y.
• 57.7% of the loan book was denominated in GEL as at
31 December 2024 (55.5% as at 31 December 2023).
• Client deposits and notes stood at GEL 24,052.2 million as
at 31 December 2024 (up 23.1% y-o-y). Strong y-o-y growth
was recorded in CIB, followed by Retail Banking and SME
Banking segments. On a constant currency basis, deposits
increased by 21.2% y-o-y.
• The share of GEL-denominated client deposits stood
at 47.2% as at 31 December 2024 (45.5% as at
31 December 2023).
Liquidity
Dec-24 Dec-23
NBG liquidity coverage ratio (LCR)
(Bank of Georgia) 138.6% 125.2%
NBG net stable funding ratio (NSFR)
(Bank of Georgia) 130.7% 130.4%
• Bank of Georgia increased its liquidity position during the
quarter, with the NBG LCR and the NBG NSFR well above
the 100% minimum requirements, supported by a well-
diversified funding base.
Capital position
• At 31 December 2024, Bank of Georgia’s Basel III CET1,
Tier 1 and Total capital ratios stood at 17.1%, 20.5% and
22.1%, respectively, all comfortably above the minimum
requirements of 14.9%, 17.0% and 19.9%, respectively.
Overview of financial results continued

109
Annual Report 2024 Lion Finance Group PLC
Strategic Report
Governance Financial Statements Additional Information
Armenian Financial Services
AFS comprises Ameriabank CJSC.
INCOME STATEMENT HIGHLIGHTS
GEL thousands
YTD since
consolidation
Interest income 794,616
Interest expense (287,585)
Net interest income 507,031
Net fee and commission income 89,922
Net foreign currency gain 128,032
Net other income 3,927
Operating income 728,912
Salaries and other employee benefits (268,547)
Administrative expenses (47,737)
Depreciation, amortisation and impairment (40,818)
Other operating expenses (5,400)
Operating expenses (362,502)
Profit from associates –
Operating income before cost of risk 366,410
Cost of risk (63,182)
Profit before income tax expense 303,228
Income tax expense (73,072)
Profit adjusted for one-off items 230,156
One-off items 672,173
Profit 902,329
BALANCE SHEET HIGHLIGHTS Dec-24
Cash and cash equivalents 1,409,223
Amounts due from credit institutions 821,779
Investment securities 1,447,558
Loans to customers, finance lease and factoring
receivables 9,265,005
Loans to customers, finance lease and factoring
receivables, LC 5,457,699
Loans to customers, finance lease and factoring
receivables, FC 3,807,306
Property and equipment 74,671
All remaining assets 352,476
Total assets 13,370,712
Client deposits and notes 7,949,083
Client deposits and notes, LC 4,527,568
Client deposits and notes, FC 3,421,515
Amounts owed to credit institutions 1,956,445
Debt securities issued 1,155,679
All remaining liabilities 541,068
Total liabilities 11,602,275
Total equity 1,768,437
KEY RATIOS
YTD since
consolidation
ROAA (adjusted for one-off items) 2.9%
ROAA (unadjusted) 11.4%
ROAE (adjusted for one-off items) 20.6%
ROAE (unadjusted) 80.7%
Net interest margin 7.3%
Loan yield 12.5%
Loan yield, LC 15.0%
Loan yield, FC 8.9%
Cost of funds 4.4%
Cost of client deposits and notes 3.3%
Cost of client deposits and notes, LC 5.1%
Cost of client deposits and notes, FC 1.5%
Cost of time deposits 6.0%
Cost of time deposits, LC 10.0%
Cost of time deposits, FC 2.5%
Cost of current accounts and demand deposits 1.6%
Cost of current accounts and demand deposits, LC 2.3%
Cost of current accounts and demand deposits, FC 0.0%
Cost:income ratio 49.7%
Cost of credit risk ratio 1.2%
Ameriabank was consolidated for the first time at the end
of March 2024. In 2Q24 AFS income statement results were
consolidated on the Group level for the first time. In addition, to
provide more comparable growth trends with previous periods,
the performance of standalone Ameriabank has been disclosed
on page 110: Ameriabank: standalone financial information.
Ameriabank’s standalone financial information is presented
for informational purposes only, is different from AFS results
due to fair value adjustments and allocation of certain Group
expenses to Business Divisions, and is not included in the
consolidated results.
Performance highlights
• Ameriabank’s stand-alone full-year operating income
amounted to GEL 914.2 million (up 26.2% y-o-y), mainly driven
by 29.5% y-o-y growth in NII, and also supported by a 65.5%
y-o-y growth in net fee and commission income.
‒ Strong growth in net fee and commission income was
mainly driven by a significant advisory fee of c.GEL 10.3
million and a c.GEL 5.6 million incentive fee from payment
systems posted in 4Q24.
• Ameriabank’s stand-alone full-year operating expenses
increased by 29.3% y-o-y to GEL 391.8 million, mainly driven
by increased salaries and other employee benefits due to
increased accrued bonuses resulting from Ameriabank’s
strong performance.
• Cost of credit risk ratio amounted to 1.2% at AFS, driven
by the GEL 49.2 million initial ECL charge related to the
acquisition of Ameriabank. The initial ECL charge was
posted in accordance with IFRS accounting rules relevant
for business combinations, requiring the Group to treat the
newly-acquired portfolio as if it was a new loan issuance,
thus necessitating a forward-looking ECL charge on Day 2
of the combination, even though there has been no actual
deterioration in credit quality. For reference, the standalone
cost of credit risk at Ameriabank was 0.2%.
• Since consolidation at the end of March 2024, AFS recorded
an adjusted profit of GEL 230.2 million. The standalone
profit of Ameriabank for the full year 2024 was GEL
416.1 million. This figure better reflects the underlying
performance and scale of the Armenian business.
Portfolio highlights
• Loans to customers, factoring and finance lease receivables
stood at GEL 9,265.0 million as at 31 December 2024. 58.9%
of the loan book was denominated in Armenian Drams as at
31 December 2024.
• Ameriabank had the highest market share in Armenia by
total loans – 20.9% as at 31 December 2024 (19.6% as at
31 December 2023)
1
.
• Client deposits and notes stood at GEL 7,949.1 million as at
31 December 2024. 57.0% of client deposits and notes were
denominated in Armenian Drams as at 30 December 2024.
• Ameriabank had the second highest market share by total
deposits in Armenia – 18.5% as at 31 December 2024
(17.3%as at 31 December 2023).
Liquidity
Ameriabank has maintained a strong liquidity position, having
CBA LCR of 195.7% and CBA NSFR of 128.8% as at 31 December
2024, well above the minimum regulatory requirements of 100%.
Capital position
• At 31 December 2024, Ameriabank’s CET1, Tier 1 and Total
capital ratios stood at 14.4%, 14.4% and 16.6%, respectively,
all above the minimum requirements of 11.7%, 13.8% and
16.5%, respectively.
1
Calculated based on financial statements of local banks.

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Annual Report 2024 Lion Finance Group PLC
The decrease of capital adequacy ratios during the quarter was
driven by strong loan growth coupled with the devaluation of
AMD in December 2024. Notably, as at 31 January 2025, the
buffer on total capital ratio increased to 0.4%. Internal capital
generation as well as other measures including additional
capital instruments are expected to support healthy capital
levels in the near future.
Ameriabank: unaudited standalone financial information
(not included in the consolidated results)
The following table is presented for information purposes only
to show the performance of Ameriabank. It has been prepared
consistently with the accounting policies adopted by the Group
in preparing its consolidated financial statements.
INCOME STATEMENT HIGHLIGHTS
GEL thousands FY24 FY23
Interest income 992,762 767,428
Interest expense (354,468) (274,607)
Net interest income 638,294 492,821
Net fee and commission income 108,282 65,441
Net foreign currency gain 162,184 158,409
Net other income 5,423 7,477
Operating income 914,183 724,148
Salaries and other employee benefits (290,364) (217,592)
Administrative expenses (59,212) (52,169)
Depreciation, amortisation and impairment (35,831) (28,657)
Other operating expenses (6,421) (4,580)
Operating expenses (391,828) (302,998)
Profit from associates – –
Operating income before cost of risk 522,355 421,150
Cost of risk (9,842) (37,214)
Net operating income before non-recurring items 512,513 383,936
Net non-recurring items – –
Profit before income tax expense 512,513 383,936
Income tax expense (96,383) (75,425)
Profit 416,130 308,511
BALANCE SHEET HIGHLIGHTS Dec-24 Dec-23
Liquid assets 3,678,577 2,517,735
Cash and cash equivalents 1,409,223 886,111
Amounts due from credit institutions 821,795 714,963
Investment securities 1,447,559 916,661
Loans to customers and finance lease and
factoring receivables 9,278,814 6,551,322
Property and equipment 66,857 60,247
All remaining assets 310,311 248,358
Total assets 13,334,559 9,377,662
Client deposits and notes 7,949,083 6,039,076
Amounts owed to credit institutions 1,966,451 904,645
Debt securities issued 1,155,679 785,491
All remaining liabilities 447,950 345,916
Total liabilities 11,519,163 8,075,128
Total equity 1,815,396 1,302,534
KEY RATIOS
1
FY23 FY24
ROAA 3.8% 3.5%
ROAE 26.5% 25.5%
Loan yield 11.2% 11.2%
Net interest margin 6.7% 6.4%
Cost of funds 3.9% 3.7%
Cost:income ratio 42.9% 41.8%
Cost of credit risk ratio 0.2% 0.6%
Other Businesses
The Business Division ‘Other Businesses’ mainly includes JSC
Belarusky Narodny Bank serving retail and SME clients in
Belarus, and JSC Digital Area – a digital ecosystem in
Georgia including e-commerce, ticketing and inventory
management SaaS.
INCOME STATEMENT HIGHLIGHTS
GEL thousands FY24 FY23
Change
y-o-y
Interest income 83,842 70,899 18.3%
Interest expense (27,877) (15,956) 74.7%
Net interest income 55,965 54,943 1.9%
Net fee and commission income 6,126 6,137 -0.2%
Net foreign currency gain 56,970 42,575 33.8%
Net other income 10,965 2,865 NMF
Operating income 130,026 106,520 22.1%
Salaries and other employee
benefits (46,096) (44,109) 4.5%
Administrative expenses (27,077) (23,833) 13.6%
Depreciation, amortisation
and impairment (10,336) (10,444) -1.0%
Other operating expenses (1,436) (1,047) 37.2%
Operating expenses (84,945) (79,433) 6.9%
Profit from associates – 472 NMF
Operating income before cost
of risk 45,081 27,559 63.6%
Cost of risk (3,972) 2,091 NMF
Profit before income tax expense 41,109 29,650 38.6%
Income tax expense (14,167) (8,475) 67.2%
Profit 26,942 21,175 27.2%
BALANCE SHEET HIGHLIGHTS Dec-24 Dec-23
Change
y-o-y
Cash and cash equivalents 511,732 387,650 32.0%
Amounts due from credit
institutions 32,963 18,759 75.7%
Investment securities 117,869 77,263 52.6%
Loans to customers, finance lease
and factoring receivables 754,541 699,918 7.8%
Property and equipment 13,389 11,499 16.4%
All remaining assets 92,405 75,743 22.0%
Total assets 1,522,899 1,270,832 19.8%
Client deposits and notes 1,200,763 987,668 21.6%
Amounts owed to credit
institutions 11,368 30,249 -62.4%
Debt securities issued 16,506 6,810 142.4%
All remaining liabilities 39,302 39,305 0.0%
Total liabilities 1,267,939 1,064,032 19.2%
Total equity 254,960 206,800 23.3%
In FY24, Other Businesses posted a profit of a GEL 26.9 million
(up 27.2% y-o-y).
BNB’s capital ratios, calculated in accordance with the NBRB’s
standards, were above the minimum requirements as at
31 December 2024: Tier 1 capital adequacy ratio at 10.7%
(minimum requirement of 7.0%) and Total capital adequacy
ratio at 17.2% (minimum requirement of12.5%).
1
Ratios are calculated based on quarter averages.
Overview of financial results continued

111
Annual Report 2024 Lion Finance Group PLC
Strategic Report
Governance Financial Statements Additional Information
111
Annual Report 2024 Lion Finance Group PLC
Governance at a glance
Oversaw the acquisition and integration of
Ameriabank CJSC (‘Ameriabank’)
Following extensive due diligence and Board reviews,
and discussions with management and external advisors
during 2023 and into 2024, the Board supported the
acquisition of Ameriabank subject to shareholder
approval. Shareholders approved the acquisition (100%
in favour), the Board provided final approvals and the
acquisition was completed as at the end of March 2024.
During the year the Board oversaw the integration
of Ameriabank into the Group, focusing on six main
workstreams: (i) finance; (ii) risk management and
financial crime; (iii) legal; (iv) investor relations; (v) human
resources; and (vi) information technology.
Further details can be found on page 13 and in the Audit Committee and
Risk Committee reports.
Completed a competitive external audit tender
Due to regulatory requirements, the Audit Committee
carried out a competitive tender process for the role
of External Auditor. The recommendation to appoint
PwC was approved by the Board as announced on
13 December 2024, with shareholder approval to be
sought at the 2026 AGM – subject to which PwC will
audit the Group’s financial statements for the year
ending 31 December 2026 and will shadow EY during the
audit for the year ending 31 December 2025.
Further information can be found on pages 37 and 141 to 142.
Enhanced risk monitoring and internal controls
The Board, in conjunction with the Risk Committee,
reviewed analysis of risk scenarios in response to
the political developments in Georgia to assess the
robustness of Bank of Georgia – particularly in respect
of sanctions risk, credit risk, capital and liquidity, and
business continuity.
Bank of Georgia also introduced a risk culture survey
to assess the strength of its risk framework, and has
continued to review and develop internal controls
processes and documentation to ensure compliance
with the new 2024 UK Corporate Governance Code
requirements for the year ending 31 December 2026.
Throughout the year, the Risk Committee oversaw the
continued enhancement of a detailed, Bank-wide Risk
Register as an inventory of all key risks.
Further information can be found on pages 93 to 94, 119 and 143 to 144.
Developed and consulted on a new Directors’
Remuneration Policy
A new Directors’ Remuneration Policy was developed
during the year, considering regulatory requirements
and engagement with shareholders and their feedback.
Following recommendation from the Remuneration
Committee, the new Directors’ Remuneration Policy will
be put to shareholders for approval at the 2025 AGM.
Further information can be found in the Remuneration Committee Report on
pages 150 to 181.
Progressed Board succession planning and diversity
Succession planning was a key topic of discussion during
2024. Al Breach stepped down from the Board effective
15 March 2024, with Andrew McIntyre appointed as a new
Non-executive Director of the Board and a member of the
Audit Committee and Nomination Committee with effect
from the same date.
The execution of the Company’s succession plan
continued with the appointment of Maria Gordon as a
new Non-executive Director of the Board and a member
of the Audit Committee, Remuneration Committee and
Nomination Committee with effect from 20 September
2024. Following Maria’s appointment, the Board is
pleased to have achieved its diversity target of having
40% of women on the Board by 2025.
Further information on our work on succession planning can be found on pages 113, 118
and 128 to 129 and diversity can be found on pages 112, 118 and 131 to 132.
Engaged with stakeholders
Board members undertook numerous engagement
opportunities with our stakeholders, including:
• General Meeting held on 14 March 2024;
• Annual General Meeting held on 17 June 2024;
• multiple investor roadshows including conferences,
one-to-one and group meetings, and two
CEO roadshows;
• Employee Voice meeting;
• meetings with the National Bank of Georgia (NBG)
and other local stakeholders;
• meetings with the Central Bank of Armenia (CBA) and
other local Armenian stakeholders; and
• remuneration policy consultation with shareholders
and stakeholders.
Further details can be found on pages 30 to 37, 114, 116 and 152.
2024 key highlights

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Annual Report 2024 Lion Finance Group PLC
Governance
2024 in numbers
Composition of the Board
as at 31-Dec-24
Non-executive Director
tenure
as at 31-Dec-24
6 years
5
Gender diversity
of the Board
as at 31-Dec-24
40%
Female membership
Male
Female
6
4
Ethnic diversity
as at 31-Dec-24
White British or Other White
7
Other
3
2 years
1
3 years
1
Independent
Non-executive Directors
7
Chairman (independent
upon appointment)
Senior Independent
Non-executive Directors
1
1
Executive Director
1
Age diversity
as at 31-Dec-24
45–49
2
60–64
4
50–54
1
65-69
1
55–59
2
< 1 year
2
90%
Independent
Board meeting attendance
Members
No. of meetings attended
in 2024****
Mel Carvill† 8/8 scheduled and 7/7 ad hoc
Alasdair Breach†* 2/2 scheduled and 3/3 ad hoc
Archil Gachechiladze 8/8 scheduled and 6/7 ad hoc
Tamaz Georgadze† 8/8 scheduled and 7/7 ad hoc
Maria Gordon†** 2/2 scheduled and 1/1 ad hoc
Hanna Loikkanen† 8/8 scheduled and 7/7 ad hoc
Véronique McCarroll† 8/8 scheduled and 7/7 ad hoc
Andrew McIntyre†*** 6/6 scheduled and 3/4 ad hoc
Mariam Megvinetukhutsesi† 8/8 scheduled and 7/7 ad hoc
Jonathan Muir† 8/8 scheduled and 6/7 ad hoc
Cecil Quillen† 8/8 scheduled and 7/7 ad hoc
† Denotes Independent Director.
*
Alasdair Breach retired on 15 March 2024.
**
Maria Gordon was appointed on 20 September 2024.
***
Andrew McIntyre was appointed on 15 March 2024.
****
Ad hoc meetings are arranged at short notice and although we endeavour to
ensure that all Directors are available to attend these meetings, this is not always
possible due to existing engagements.
Board skills and experience
The Board continues to have a strong mix of experienced
individuals able to constructively challenge and provide an
external perspective on the business. The biographies of each
Director can be found on pages 120 to 123 and a summary
of the skills matrix can be found below. The skills matrix
provides an overview of the level of experience of the
Non-executive Directors in respect of each key skill
as at 31 December 2024.
Skills Summary of experience
UK Corporate
Governance/Listed Plc
9
Corporate memory
9
Banking sector
knowledge
9
Regulatory experience
9
Sustainability/ESG
9
Digital technology
8
Financial accounting
8
Risk management
8
Information technology
and cybersecurity
7
Strategy, capital
markets, investor
management
9
Other stakeholder
management
9
Talent and culture
management
8
UK executive
remuneration
7
Regional knowledge
9
Expert Experienced Some experience
Further information regarding the skills matrix including howit
has been updated during the year and used to aid Non-executive
Director recruitment can be found on page 128 of the Nomination
Committee Report.
Board diversity, independence and tenure
We recognise that a Board consisting of individuals with a wide range of
backgrounds and experiences will contribute to the Company’s long-term success.

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Annual Report 2024 Lion Finance Group PLC
Strategic Report
Governance Financial Statements Additional Information
Chairman’s introduction
Dear Shareholders,
On behalf of the Board, I am pleased to present the Company’s
Governance report for the year ended 31 December 2024.
Strategic focus
During the year under review we focused on the Company’s
strategic agenda and growth of the business.
Following extensive due diligence and Board discussions
with management and external advisors, we unanimously
recommended the conditional acquisition of 100% of the
shares of Ameriabank to the shareholders of the Company.
At a General Meeting of the Company on 14 March 2024, 83.6%
of the issued share capital voted – with 100% of those votes
in favour.
The acquisition of Ameriabank was successfully completed,
following the receipt of the required regulatory approvals, and
established the Group’s presence in the Armenian market,
one of Europe’s fastest-growing emerging economies. Our
focus since then has been on overseeing the integration of
Ameriabank into the Group. Further information regarding this
transaction can be found on page 13 of the Strategic Report.
Having strengthened its market position in both Georgia and
Armenia, the Company now has a substantial opportunity
for growth and value creation. In addition to the acquisition of
Ameriabank, the Group continued to prioritise digital innovation,
aiming to enhance the customer experience through advanced
digital banking solutions.
Succession planning and appointments
We said farewell to Alasdair Breach, who stepped down as a
Non-executive Director and a member of the Remuneration
Committee, Risk Committee and Nomination Committee on
15 March 2024. I would like to take this opportunity to thank Al
for his substantial contribution to the Company throughout
his tenure.
During 2024 we continued to execute our succession plans
and welcomed Andrew McIntyre as an independent Non-
executive Director and a member of the Audit Committee
and Nomination Committee, as announced to the market
on 15 March 2024. Andrew’s appointment followed a
comprehensive search for a new Non-executive Director with
the required expertise and financial experience to join the Audit
Committee – and to potentially succeed the Audit Committee
Chair. Since his appointment Andrew has worked closely with
the current Chair, Jonathan Muir, and has provided valuable
insights – particularly throughout the external audit
tender process.
Maria Gordon was appointed as an independent Non-
executive Director and member of the Remuneration
Committee, Nomination Committee and Audit Committee
on 20 September 2024. Maria has significant listed company,
remuneration and audit experience, as well as substantial
investment and asset management experience, complementing
that of the existing Board.
Following the appointment of Maria, the Board is pleased to
have achieved its diversity target of having 40% of women on
the Board by 2025. We will continue to encourage diversity and
inclusion across the Group and remain focused on this area
when considering succession planning and appointments.
Succession planning remains a major focus throughout 2025
and a key activity for the Nomination Committee, taking into
consideration the UK Corporate Governance Code published
in 2018 (the ‘Code’) and the NBG independence requirements
as well as the evolving needs of the Company. In accordance
with this, we announced further changes to the composition
of the Board and its Committees in April 2025. Karine Hirn
was appointed as an Independent Non-executive Director
and member of the Audit, Risk and Nomination Committees
with effect from 7 April 2025. It was further announced that
in accordance with succession plans, Hanna Loikkanen will not
stand for re-election at the Company’s 2025 AGM. Following
Hanna’s retirement at the conclusion of the 2025 AGM,
Véronique McCarroll will be appointed the Senior Independent
Director, having the requisite skills, experience and corporate
memory for the role. Additional changes to the composition
of the Audit Committee and Risk Committee membership
were also announced on the same date. Details regarding
these changes and further information on succession planning
and the appointment process is available in the Nomination
Committee Report on pages 128 to 130.
I am pleased to welcome Andrew, Maria and Karine to
the Board and invite you to read more about them in their
biographies which can be found on pages 122 and 123.
Effectiveness evaluation
We are committed to upholding the highest standards in
the way we work, mirroring the excellence demonstrated
throughout the wider business. As Chairman, I am focused on
maintaining a strong Board with a diverse range of professional
backgrounds, skills and experiences, that supports and
contributes to the success of the Company.
Directors’ Governance Statement
As a Board we acknowledge
that any opportunity to meet
with stakeholders helps inform
our decisions and shape the
business as we move forward.
Mel Carvill
Chairman of the Board

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Annual Report 2024 Lion Finance Group PLC
Governance
As part of our continuous improvement and self-reflection
efforts, we conducted our annual assessment of effectiveness
through an internal evaluation of the Board, its Committees,
individual Directors and the Chairman of the Board. This
proved to be highly beneficial, offering positive feedback on the
Board’s performance and providing valuable suggestions for
further enhancements, and an action plan has been developed
to monitor the progress of the recommendations made.
Recommendations from the 2023 external evaluation were
successfully implemented during the year and have enhanced
the way the Board and its Committees operate.
Detailed information about the internal evaluation process, the
action plan and progress against the 2023 recommendations
is outlined in the Nomination Committee Report on pages 126
to 134.
Governance framework in action
We work closely with the Nomination, Audit, Risk and
Remuneration Committees to ensure successful fulfilment
of our responsibilities. Notable activities and collaboration
during 2024 included the development of the new Directors’
Remuneration Policy, the external audit tender and the
enhancement of the risk management framework and
internal controls.
We received updates from the Remuneration Committee
regarding the proposed changes to the Remuneration Policy,
including consideration of relevant regulation, benchmarking
and the views of key stakeholders. Following the Remuneration
Committee’s recommendation, we approved a new Directors’
Remuneration Policy, which will be recommended to
shareholders for approval at the 2025 AGM.
We worked closely with the Audit Committee to oversee a
competitive audit tender process. Following recommendation
from the Audit Committee to appoint PricewaterhouseCoopers
(PwC), the Board will recommend their appointment at the
2026 AGM. PwC will shadow EY during the audit for the year
ending 31 December 2025 and, subject to shareholder approval,
will audit the Group’s financial statements for the year ending
31 December 2026.
In conjunction with the Risk Committee, we have reviewed
analysis of risk scenarios in response to the political
developments in Georgia to assess the resilience of Bank
of Georgia – particularly in respect of sanctions risk, credit
risk, capital and liquidity, and business continuity. We have
also received updates regarding the development of Bank of
Georgia’s Bank-wide Risk Register and risk workstreams in
respect of the integration of Ameriabank.
Engagement with stakeholders
We understand the importance of listening to all stakeholders,
ensuring their views are heard and acted upon. We have
continued to engage with our employees through the Employee
Voice initiative and continued to receive regular updates on
eNPS, values and culture.
While visiting Georgia and Armenia, I continued to take
every opportunity to meet with both internal and external
stakeholders including Executive Management, employees,
regulators and senior governmental figures and advisors.
I also met with shareholders at the Company’s AGM and
many investors during an investor roadshow.
Notable engagement during 2024 included consultation with
key stakeholders on the new Directors’ Remuneration Policy
and the external audit tender. You can read more on this
consultation and the amendments we made to the Policy in the
Directors’ Remuneration Report on pages 150 to 181.
We receive regular market and shareholder updates at Board
meetings, and as a Board we acknowledge that any opportunity
to meet with stakeholders helps inform our decisions and
shape the business as we move forward. As always, my fellow
Directors and I look forward to engaging with more stakeholders
during 2025. More information on our stakeholder engagement
when making key decisions can be found on pages 30 to 37.
Looking ahead
2025 will be an important year as we continue to oversee
the successful integration of Ameriabank into the Group,
embed succession planning, oversee the transition to a new
External Auditor and continue to work with the NBG to ensure
regulatory requirements are met.
We are aware of the publication of the revised 2024 UK
Corporate Governance Code, which will apply to the Company’s
reporting period starting on 1 January 2025, excluding Provision
29, which relates to the effectiveness of the risk management
and internal control framework and will apply to the financial
year beginning on 1 January 2026.
We have received updates from management, the Company
Secretary and the Company’s External Auditor regarding the
changes to the Code and have taken steps to prepare for this. In
particular, the Audit Committee has undertaken substantial work
to ensure we are well positioned, and, where needed, started to
implement documentation and process changes. We will continue
to oversee the application of the revised Code during 2025.
I would like to take this opportunity to thank the Directors
for their support during 2024.
Mel Carvill
Chairman of the Board
14 April 2025
Section 172 statement
In discharging its duty to act in good faith and in a way
that is the most likely to promote the long-term success
of the Company, Directors must take into consideration
the interests of the various stakeholders of the Company.
Throughout this report, we detail how we have identified
and considered our various stakeholders. See pages 30 to
37 for our Section 172 statement (which is incorporated
into the Strategic Report).
Statement of compliance with
the UK Corporate Governance Code
The Board believes good governance enhances
performance, reduces risk and promotes the long-
term success of the Company for the benefit of our
stakeholders. The Board is committed to ensuring high
standards of corporate governance are maintained,
and the Company continues to take steps to enhance
and evolve its governance framework and underlying
governance structure in line with best practice.
This Governance report – which forms part of the
Directors’ Report – and the reports of the Board
Committees describe how the Company has applied the
main principles and complied with the relevant Provisions
of the Code during 2024. The Code is publicly available
on the FRC’s website: https://www.frc.org.uk/.
The Board confirms that, for the year ended 31 December
2024, the Company has complied with all Provisions
of the Code.

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Annual Report 2024 Lion Finance Group PLC
Strategic Report
Governance Financial Statements Additional Information
the Directors have fulfilled their duties under Section 172 of the
Companies Act 2006 can be found on pages 30 to 37.
The Board retains a schedule of matters reserved for its
decision, to safeguard the areas material to the delivery of the
Company’s strategy. This ensures the necessary framework
and resources are in place for the Group to meet its stated
objectives. The Schedule of Matters Reserved for the Board
is available on our website at https://lionfinancegroup.uk/
leadership-and-governance/documents/.
Operation of the Board
The Board, led by the Chairman, fosters a culture of openness
and transparent decision-making. This is supported by clearly
defined roles and open communication channels, both in and
outside of Board meetings.
Meeting agendas are developed in conjunction with the
Company Secretary, UK General Counsel, the Chairman,
Directors and the CEO, ensuring adequate time is allocated
to all items to support effective and constructive discussion.
The Chairman and CEO receive regular input from the Non-
executive Directors ahead of Board meetings to ensure any
matters raised by them are included on the agenda. A key
responsibility of the Non-executive Directors is to challenge and
provide counsel to management. Board meetings are chaired
efficiently and effectively to allow the views of all Directors to
be considered.
The Non-executive Directors review and challenge proposals and
recommendations presented by management and share their
ideas by drawing on experience gained outside the Company,
providing alternative suggestions to management where
suitable. To maximise efficiency and the opportunity for adequate
discussion and challenge, Directors ensure written materials
submitted through the electronic meeting portal are thoroughly
reviewed in advance, and presenters are available for questions
and further discussion on key matters both before and during the
meeting. The Board invites Executive Management, internal and
external subject matter experts, and representatives from key
teams to attend Board meetings to present important matters,
answer questions and provide further detail. This strengthens the
Board’s knowledge and understanding of the Group, the sector
and the macroeconomic environment.
The Senior Independent Non-executive Director supports the
Chairman by acting as an intermediary for other Non-executive
Directors and liaising with the Non-executive Directors outside
of the Board and Committee meetings. The Chairman meets
with the Non-executive Directors without the CEO present
as required. The Senior Independent Non-executive Director
meetings at least once a year without the Chairman present
to appraise the Chairman’s performance.
Key activities of the Board during 2024
During the year the Board held eight scheduled meetings and
seven ad hoc meetings. Four Board meetings were held in
Georgia and two in Armenia, with the others held in London,
utilising video conference where appropriate. Directors’ meeting
attendance is set out on page 112.
At each quarterly meeting the Board receives updates from
the CEO, its Committees, and the Company Secretary, and
is presented with local and regional macroeconomic and
geopolitical updates, finance reports and competitor analysis.
The Board also reviews the minutes of previous meetings and
receives updates on matters raised or outstanding. Throughout
the year the Board discusses and closely monitors the financial
performance and strategic direction of the Group.
During 2024 the Board received presentations and deep-dive
sessions in key business areas, including the following topics:
• Ameriabank integration.
• Armenian banking regulatory landscape.
• Board effectiveness evaluation.
Division of responsibilities
Governance structure
As of 31 December 2024 the Board comprised of ten Directors,
nine of whom are Independent Non-executive Directors. The
Board is assisted in fulfilling its responsibilities by four principal
Committees: Nomination, Audit, Risk and Remuneration
Committees. Their Terms of Reference are reviewed annually to
ensure they are aligned with the Code and function effectively.
The relevant Committee recommends any amendments to the
Board.
The current Terms of Reference are available at
https://lionfinancegroup.uk/leadership-and-governance/
documents/.
Boards of Directors
Remuneration Committee
Audit Committee
Nomination Committee
Risk Committee
Chief Executive Officer
Executive Management Team
Roles and responsibilities
The roles of Chairman, Senior Independent Director and
CEO are held by separate individuals. Their clearly defined
responsibilities, as well as those of Non-executive Directors,
are set out in writing and regularly reviewed by the Board.
The division of responsibilities can be found on our website
under Roles and responsibilities at
https://lionfinancegroup.uk/leadership-and-governance/
documents/.
Leadership and purpose
The role of the Board
The Board is responsible for promoting the long-term,
sustainable success of the Group, and provides strong
leadership and support to Executive Management to deliver the
Group’s strategic aims. The Board ensures management strikes
the right balance between delivering on short-term objectives
and ensuring sustainable, long-term growth.
The Board is responsible for creating and delivering shareholder
value through the effective oversight of the Company’s business.
The Board recognises its duties under the UK Companies Act
2006 to promote the long-term success of the Company,
considering not only the views and interests of our shareholders
but also our various stakeholders – including our employees,
customers, investors, regulators, suppliers and communities
as a whole. Each Director understands their statutory duty to
consider and represent the Company’s various stakeholders
in deliberations and decision-making. More details about how

116
Annual Report 2024 Lion Finance Group PLC
Governance
• ESG.
• Group structure and governance principles.
• Human capital developments.
• Bank of Georgia’s Premium Banking.
• Legal and regulatory changes.
• Risk scenarios.
• Culture and values.
• International Business.
A non-exhaustive list of the key Board activities considered,
reviewed and monitored during the year is set out below.
Strategy
• Reviewed the Group’s strategy and the purposes and values
of the Group’s principal operating subsidiaries.
• Reviewed performance against strategy.
• Received regular updates from key areas of the
Group’s operations.
• Received updates on key projects.
Financial performance
• Reviewed and approved quarterly, half-year and
full-year results.
• Received quarterly Group financial performance updates.
• Declared a final dividend in respect of the period ended
31 December 2023 of GEL 4.94 per share, and an interim
dividend in respect of the period ended 30 June 2024 of GEL
3.38 per ordinary share, in line with the Company’s dividend
and capital distribution policy.
• Approved an increase of up to GEL 100 million in its share
buyback and cancellation programme in March 2024, which
was to end no later than the Company’s AGM in 2024.
• Approved a GEL 73.4 million buyback and cancellation
programme in August 2024, which was extended in
February 2025.
• Reviewed key financial metrics including the annual budget
and quarterly forecasts.
• Reviewed and approved the Group’s Annual Report
and Accounts.
• Reviewed and approved the Notice of
Annual General Meeting.
Governance, compliance and risk management
• Conducted an internally facilitated effectiveness evaluation
of the Board, its Committees, individual Directors and the
Chairman of the Board.
• Discussed Board succession planning and approved the
appointment of an Audit Committee Chair successor and
a further Non-executive Director.
• Discussed and approved the Group’s corporate governance
structure and procedures following the acquisition
of Ameriabank.
• Received governance updates and considered legislative and
governance developments and their impact on the Company.
• Reviewed conflicts of interest.
• Reviewed and approved amended governance documents
including Terms of Reference, Schedule of Matters Reserved
for the Board and other Board-owned policies.
• Reviewed and adopted a Sanctions Policy.
• Reviewed ESG oversight.
• Reviewed and enhanced the risk management framework.
• Reviewed risk management in light of the
political developments.
Culture and engagement with stakeholders
• Received reports about engagement with shareholders and
other stakeholders.
• Received the results of employee and customer surveys.
• Discussed employee retention strategies.
• Received reports on engagement with the NBG
and the CBA.
• Received reports from the designated Non-executive
Director for engagement with the workforce.
• Reviewed the findings of the employee values and culture
survey noting areas of opportunity.
• Reviewed the Group’s values and principles.
• Discussed engagement with stakeholders regarding the
Company’s Remuneration Policy and the audit tender.
Board meetings, shareholder meetings,
and stakeholder snapshot for 2024
February 2024
• Ad hoc meeting
• Approval of circular and Notice of General Meeting to
approve the proposed acquisition of Ameriabank
March 2024
• Ad hoc meetings
• 4Q23 and FY23 preliminary results
• Board meetings
• Employee Voice meeting
• General Meeting - all resolutions were passed with
the requisite majority.*
April 2024
• Ad hoc meeting
• Approval of FY23 Annual Report
May 2024
• Ad hoc meeting
• 1Q24 results
• Approval of the Notice of Annual General Meeting
• Recommendation of final dividend
June 2024
• Board meetings
• Annual General Meeting - all resolutions were passed
with the requisite majority.*
August 2024
• Ad hoc meeting
• Approval of interim dividend
• Launch of buyback and cancellation programme
• 2Q24 and HY24 results
September 2024
• Board meetings
November 2024
• Ad hoc meeting
• 3Q24 results
December 2024
• Board meetings
*Further details about these meetings can be found at
https://lionfinancegroup.uk/investor-information/shareholder-meetings/

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Strategic Report
Governance Financial Statements Additional Information
Hanna Loikkanen serves as the designated Non-executive
Director to engage with the workforce, facilitating Employee
Voice meetings, giving employees direct dialogue with the
Board during the year, enabling exchanges of opinion and
information, and providing the opportunity to listen to each
other. Such meetings help the Board better understand what
matters to employees, and in turn lets employees know that
the Board cares about employee engagement and culture.
Directors provide feedback to the whole Board through reports
at subsequent Board meetings. In March 2024, employees
from Bank of Georgia’s SOLO business direction attended
the Employee Voice meeting, discussing the current employee
experience, challenges and opportunities.
Separately, several Board members mentor members of
the Executive Management Team on leadership, employee
engagement and culture creation. Board members also
regularly attend social gatherings with mid- and senior-level
employees to better understand cultural context and how the
strategy is executed on a day-to-day basis.
Embedding our culture throughout the Group
The Board spends a significant amount of time assessing the
Group’s culture and engaging with people throughout the
whole Group to understand how the culture is demonstrated at
different levels.
During 2024, the Board continued to monitor and assess the
Group’s culture by receiving regular updates on our employees
from the internal eNPS and Employee Engagement surveys, as
well as on human capital management strategy, key initiatives
and indicators, including diversity, gender pay gaps and
remuneration practices.
We were pleased to see high levels of engagement with the
eNPS surveys at Bank of Georgia. eNPS stood at 54 points at
year-end 2024 (down 2 ppts from year-end 2023 but higher
than the interim result of the year). We recognise that further
improvement is required in areas such as employee appreciation
and recognition, talent development and cultural onboarding.
During 2024, as part of the acquisition, the Board dedicated
significant time to understanding the culture of Ameriabank,
its cultural fit with the Group and the potential impact on
employees. Following this review, it was determined that
Ameriabank was a strong cultural fit with the Group. In
September 2024 the Board convened in person in Yerevan,
Armenia for the first time, visiting Ameriabank and spending
time with local management and employees. The Board will
continue to engage with our employees in 2025, including the
Ameriabank workforce, and will monitor outputs from relevant
employee surveys and other appropriate metrics providing
insight into the Group’s culture.
Our culture
Culture is fundamental to creating value for our stakeholders,
attracting and retaining top talent, and enabling the
achievement of our strategic priorities.
In 2024, the Group expanded significantly by acquiring
Ameriabank in Armenia. This prompted the Board to review
and reaffirm the distinct brand identities and purposes of
its principal operating subsidiaries, Bank of Georgia and
Ameriabank. The Board recognised that both banks are
systemically important institutions with well-established
brands, and thus should maintain their unique identities
to reflect the specific needs and cultural nuances of
their communities.
Bank of Georgia operates with the purpose of “Helping People
Achieve More of their Potential,” guided by values of Fairness,
Customer-Centricity, Teamwork, Development, Innovation,
and Operational Excellence. These values established through
collaborative consultation and incorporating employee
feedback and culture assessments, align with Bank of Georgia’s
overarching purpose and strategy. Bank of Georgia’s purpose
is intrinsically linked to our dedication to both our customers
and our employees, as reflected in our key performance
indicators. We closely monitor NPS to ensure we are meeting
and exceeding customer expectations, and eNPS to foster
thriving, engaged teams. Furthermore, we view financial
inclusion as a core impact pillar, ensuring access to financial
resources and innovative daily banking tools for all segments
of the population, which in turn empowers them to achieve
their potential. As a systemically important bank in Georgia,
we recognise our critical role in driving national prosperity, and
strive to ensure our initiatives align with our commitment to
delivering shared success.
Similarly, Ameriabank’s purpose – “To improve the quality
of lives” – is supported by its values of Effectiveness, Focus
on People, and Change. These values were also developed
collaboratively, ensuring ongoing relevance to Ameriabank’s
strategic direction, particularly as it expands its mass
retail offerings and implements a comprehensive digital
transformation, delivering innovative, simple digital solutions
that empower customers to meet their diverse needs.
Having reviewed the purpose and values of Bank of Georgia
and Ameriabank, the Board confirmed their alignment with
each business and with the Group’s overarching strategy. In
2025, Group management will conduct workshops to establish
Lion Finance Group’s overarching purpose and values, ensuring
strategic cohesion across all subsidiaries and this will be
explained in further detail in next years’ annual report.
The Board is cognisant that each Director must lead by
example. We strive to cultivate a culture of transparency,
collaboration and feedback, and promote this throughout
the Group by setting the tone at the top. Our CEO has made
culture one of his leadership priorities and is actively promoting
diversity, inclusion and equal opportunities as one of the
cornerstones of the desired culture. According to the FTSE
Women Leaders Review, the Group’s representation of women
in its Executive Committee (or equivalent) and direct reports
was 47.2% as of 31 October 2024. This placed the Group in
12th position overall and 1st place within the FTSE 350
banking sector.
To encourage all employees to participate in the development
of the Group’s culture, our CEO maintains a vlog for employees,
records video messages, provides updates on key events,
highlights employee achievements, and holds live discussions
where employees can ask questions and share their ideas. More
information employee engagement initiatives can be found on
pages 32, 86, 114 and 134.

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Annual Report 2024 Lion Finance Group PLC
Governance
and objectively, and that our Non-executive Directors are
free from any business interests or relationships that could
materially interfere with their ability to exercise independent
judgement, in accordance with the Code.
Further details on the review of the Board and Committee
compositions can be found on pages 128 to 129.
Time commitment
The Board is satisfied that each Non-executive Director
commits the necessary time and effort to effectively fulfil their
responsibilities. This includes attending meetings, participating
in discussions and staying informed about the Company’s
operations and market developments. In certain circumstances,
such as pre-existing business or personal commitments, it is
recognised that Directors may be unable to attend meetings.
In such cases Directors receive relevant papers and, wherever
possible, will communicate any comments and observations
in advance of the meeting for raising as appropriate during
the meeting. They are updated on any developments after the
meeting by the Chairman or Committee Chair, as appropriate.
Given these considerations, the Board believes that the Non-
executive Directors have retained their independence, free
from any conflicts of interest or undue influence and that it is
appropriate to put them forward for election or re-election at
the AGM.
Succession planning
The succession plan for the Board and its Committees is a
continuous process taking into consideration both short-
and long-term plans for the refreshment and retirement
of Directors.
In accordance with our succession plan, Alasdair Breach
stepped down as a Non-executive Director and a member of
the Remuneration Committee, Risk Committee and Nomination
Committee on 15 March 2024.
During the year we completed two searches for additional Non-
executive Directors with the appropriate skills, knowledge and
experience to complement the existing Board. Andrew McIntyre
was appointed as a Non-executive Director and a member of
the Audit Committee and Nomination Committee on 15 March
2024, having been identified as a suitable candidate to join the
Audit Committee and potentially to succeed Jonathan Muir as
the Audit Committee Chair in the future. Maria Gordon was
appointed as a Non-executive Director and a member of the
Remuneration Committee, Audit Committee and Nomination
Committee on 20 September 2024.
Since year-end, Karine Hirn was appointed as an Independent
Non-executive Director and member of the Audit Committee,
Risk Committee and Nomination Committee with effect from
7 April 2025.
The appointments of Andrew McIntyre, Maria Gordon and
Karine Hirn were made following a comprehensive, independent
recruitment process led by the Nomination Committee and
supported by an independent non-executive search firm,
Korn Ferry.
As announced on 7 April 2025, Hanna Loikkanen will step
down from the Board as Senior Independent Director, and
as a member of the Audit, Remuneration and Nomination
Committees, and the Supervisory Board of JSC Bank of
Georgia at the conclusion of the 2025 AGM. Véronique
McCarroll will be appointed as Senior Independent Director and
will succeed Hanna Loikkanen as Senior Independent Director
with effect from the conclusion of the 2025 AGM.
Consideration was given to succession planning for the CEO,
including both contingency measures and long-term strategies.
This process involved evaluating potential internal candidates
and any training or development needs they may require. These
plans are regularly reviewed and updated to reflect the evolving
needs of the Company, and to ensure the leadership pipeline
remains robust and capable of meeting future challenges.
Further information on succession planning and the Director
appointment process can be found on pages 128 to 130 of the
Nomination Committee Report.
Composition, succession and evaluation
When considering succession planning and appointments,
we remain aware of the importance of achieving the right
blend of skills, experience and diversity to ensure we provide
the appropriate level of oversight, challenge and corporate
knowledge. The Board and its Nomination Committee
believe that a diverse mix of skills, backgrounds, knowledge,
experiences, geographic locations, nationalities and gender is
important for effective governance of the business.
The Board considers its diversity targets when reviewing Board
composition, drawing on the FTSE Women Leaders Review, the
Parker Review, the UK Listing Rules and Disclosure Guidance
and Transparency Rules. The Board is pleased to confirm that,
as at 31 December 2024, the Company has achieved its diversity
targets. Compliance with these targets and UK Listing Rule
6.6.6R(9) can be found in the Nomination Committee Report on
page 132.
As part of the ongoing succession cycle, the Board considers
all aspects of diversity during the process for recruiting new
Non-executive Directors. Our approach to diversity is balanced
with the need to appoint Directors who can best serve the
interests of the Company and shareholders, as well as having
relevant experience for a banking business substantially based
in Georgia and Armenia.
Further information on the composition, evaluation and
succession of the Board can be found in the Nomination
Committee Report on pages 126 to 134.
Diversity, Equity and Inclusion Policy
The Group’s Diversity, Equity and Inclusion Policy outlines the
principles and commitments to promoting diversity across all
levels of the Company. The policy applies to all employees of the
Group, all functions, all units in the Group and all subsidiaries,
with regard to age, gender, ethnicity, sexual orientation,
disability and socioeconomic background. This policy
emphasises the importance of gender equality, cultural diversity
and non-discrimination. By fostering such diversity, we aim to
enhance our decision-making processes and better reflect the
varied perspectives of our stakeholders.
The Board, Audit Committee, Nomination Committee, Risk
Committee and Remuneration Committee have regard for
the Diversity, Equity and Inclusion Policy when reviewing their
composition, succession planning and future appointments.
More information on the Group’s Diversity, Equity and
Inclusion Policy can be found on page 131 of the Nomination
Committee Report.
As part of the annual review of Board-owned policies, in
September 2024 the Board approved the following policies:
• Diversity, Equity and Inclusion Policy;
• Anti-discrimination and Anti-harassment Policy; and
• Human Rights Policy
These policies are clear, easy to follow, and are based on
international best practice.
Composition and independence
The Board’s composition is formally reviewed on an annual basis
to ensure it remains appropriate. We believe that the overall
size and composition of the Board is suitable, considering
the independence of character and integrity of all Directors.
Each of our Non-executive Directors holds, or has previously
held, senior positions across a broad range of relevant sectors.
This diverse experience brings valuable insights to the Board’s
discussions and significantly contributes to informed decision-
making. It is ensured that no individual or group of individuals
can dominate the decision-making process and that there is no
undue reliance on any single individual.
The Board has conducted a thorough assessment of the
independence of the Chairman and each of the eight Non-
executive Directors, in accordance with Principle G and
Provisions 9 and 10 of the Code. The Board considers that the
Chairman and each Non-executive Director act independently

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Annual Report 2024 Lion Finance Group PLC
Strategic Report
Governance Financial Statements Additional Information
Audit, risk and internal controls
The Group has a comprehensive system of risk management
and internal controls designed to ensure risks are identified,
assessed and mitigated, and that the Group’s objectives are
attained. The Board believes risk culture is at the heart of the
Group’s risk management framework. Further information on
risk management is available on page 92 and information on
the risk culture of the Group is available on page 93.
The Board recognises its responsibility to present a fair,
balanced and understandable assessment of the Group’s
position and prospects. The Board has overseen the process for
determining whether the Annual Report and Accounts present
a fair, balanced and understandable assessment of the Group’s
position and performance, business model and strategy. A
statement on this is made on page 182.
During the year the Audit Committee actively monitored the
integrity of the financial statements, ensured robust internal
financial controls, and oversaw the effectiveness of internal and
external audits. Further information on internal controls can be
found in the Audit Committee Report on pages 143 to 144.
The Board is accountable for reviewing and approving the
effectiveness of the internal controls operated by the Group,
including financial, operational and compliance controls,
and risk management. Further information on the Group’s
internal controls is available on page 93 and information on the
effectiveness review is available on page 94.
The Board recognises its responsibility in respect of the Group’s
risk management process and system of internal controls, and
oversees the activities of the Group’s External Auditor and
Risk Management function supported by the Audit and
Risk Committees.
The Risk Committee focused on enhancing the risk
management framework, including stress testing, risk appetite
assessments and the introduction of a Bank-wide Risk Register.
It also worked to promote a culture of risk awareness and good
conduct throughout the Bank and was involved in overseeing
the implementation of strategies for managing various risks
such as market, credit, operational and reputational risk.
The Group’s risk management approach is further discussed in
the Risk management section of the Strategic Report on pages
92 to 94. For details on the management of principal risks and
uncertainties please refer to pages 95 to 104. Please refer to
pages 135 to 144 for further details on the role of the Audit
Committee and pages 145 to 149 for further details on the role
of the Risk Committee.
Remuneration
The Remuneration Committee plays a crucial role in ensuring
remuneration policies and practices align with the Company’s
strategic goals and promote long-term, sustainable success.
Directors exercise independent judgement and discretion when
authorising remuneration outcomes, considering Company
and individual performance and wider circumstances. The
Committee is involved with setting incentive targets and
determining incentive outcomes for Executive Directors and
Executive Management. It has a formal and transparent
procedure for developing policy on executive remuneration
and determining Director and Executive Management
remuneration. No Director is involved in deciding their own
remuneration outcome.
During the year the Remuneration Committee oversaw
the development of the new Directors’ Remuneration
Policy, including consulting with key shareholders. The new
Remuneration Policy will be recommended to shareholders for
approval at the Company’s 2025 AGM.
Detailed information regarding the Company’s Remuneration
Policy and remuneration arrangements can be found in the
Directors’ Remuneration Report on pages 150 to 181.
Internal effectiveness evaluation
In line with best corporate governance practice and in
accordance with the Code and the FRC Guidance on Board
Effectiveness, the performance of the Board, its Committees,
the Chairman and the individual Directors is evaluated
annually. In compliance with the Code, the 2023 evaluation
was externally facilitated by Clare Chalmers Ltd and progress
against the action plan was monitored throughout 2024.
In 2024 the Board undertook an internal evaluation facilitated by
the Company Secretary via a questionnaire. Further information
regarding the 2024 effectiveness evaluation, key outcomes and
progress made against the agreed action plan can be found on
pages 133 to 134 of the Nomination Committee Report.
Board induction, training, professional
development and independent advice
Upon appointment, each Director engages in a comprehensive
induction programme. This includes meetings with Executive
Management and provides detailed information regarding the
roles and responsibilities of the Board, individual Directors and
each Board Committee, along with their respective delegated
authorities. Additionally, the UK General Counsel and Company
Secretary brief the Directors on their legal and regulatory
obligations as Directors of a Company listed on the main
market of the London Stock Exchange (LSE).
Induction sessions are designed to be interactive and are
tailored to each individual based on their previous experience
and knowledge. In addition, Directors are informed of the
Company’s strategy and structure, and how the business
operates. We are dedicated to the ongoing development of our
Directors, allowing them to enhance their expertise and gain a
deeper understanding of the business and the markets in which
Group companies operate.
Throughout 2024 all our Directors engaged in continuous
training and professional development. This included briefings
and presentations by the UK General Counsel, our Company
Secretary, members of management and our professional
advisors. During the year the Directors received updates on
regulatory and legislative changes, including but not limited
to: the 2024 UK Corporate Governance Code; the UK Listing
Regime; the Economic Crime and Corporate Transparency Act
(ECCTA); proxy advisor voting guidelines; Internal Audit Global
Standards; and changes to the NBG regulation regarding
consumer rights protection, the code of corporate governance
of commercial banks, and financial collateral management.
Audit Committee members also received updates on
developments in audit and accounting, including: changes to the
2024 UK Corporate Governance Code in relation to audit, risk
and internal controls; planned introduction of the draft Audit
Reform and Corporate Governance Bill, with a new statutory
regulator – the Auditing, Reporting and Governance Authority
(ARGA) – proposed to replace the FRC; and the ECCTA.
In June 2024, the Board received a climate training session
delivered by an external third party. The training included but
was not limited to the following topics: (i) the importance of
sustainability knowledge for board members; (ii) the basics of
climate change and climate risks; (iii) the impact of climate
risk and its influence, including specifically on Georgia; (iv) the
impact of climate change on the financial sector; (v) regulatory
implications on the Company; (vi) climate transition planning;
and (vii) ongoing engagement and learning.
During the year the Directors also received training materials
on Directors’ duties. All Directors have access to the advice of
the UK General Counsel and Company Secretary, as well as
independent professional advice at the Company’s expense, on
any matter relating to their responsibilities.

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Annual Report 2024 Lion Finance Group PLC
Governance
Mel Carvill
Chairman
Hanna Loikkanen
Senior Independent Non-executive Director
Archil Gachechiladze
Executive Director
Date of appointment
March 2022
Date of appointment
February 2018
Date of appointment
January 2019
Committee memberships
N Re
Skills and experience
Mr Carvill has extensive international
experience across a broad range of
companies in the financial sector. He
qualified as a Chartered Accountant at
Coopers & Lybrand and is a Fellow of
the Institute of Chartered Accountants
in England and Wales. He holds an
Advanced Diploma in Corporate Finance,
is a Chartered Insurer and an Associate of
the Chartered Insurance Institute, as well
as a Fellow of the Chartered Institute for
Securities and Investment.
Career
Mr Carvill worked at the Generali Group
from 1985 until 2009, including as Chief Risk
Officer, Head of Corporate Finance and
M&A, Head of Strategic Planning and Head
of EMEA. In 2009 he joined PPF Partners,
a private equity fund investing in Central
Eastern Europe and Asia, where he was
President until 2014, and then worked for
the wider PPF Group, latterly as an advisor.
Mr Carvill has served on company boards in
European and Asian markets, including as
SID of Sanne Group plc.
Other appointments
• Vice-chairman of Aviva-Cofco Life
Insurance Company Ltd
• Director of Clearbank Group Holdings Ltd
• Chairman of Financial Services
Opportunities Investment Fund Ltd
• Chairman of Climate-KIC
Committee memberships
Re A N
Skills and experience
Ms Loikkanen has over 25 years’ experience
working with financial institutions in emerging
markets. She holds a master’s degree in
Economics and Business Administration from
Aalto University and a certificate in Corporate
Sustainability Management from Yale SOM.
Career
Ms Loikkanen is Chief Investment Officer at
Finnfund, a Finnish state-owned development
finance investment company. Previously she
worked for Nordea Finance in various senior
management positions in Poland, the Baltic
States and Scandinavia, with a focus on
business development, strategy and business
integration. Ms Loikkanen also worked for
SEB in Moscow and MeritaNordbanken in
St Petersburg. In 2004, Ms Loikkanen joined
Finnish investment bank FIM to run its
brokerage and corporate finance operations
in Russia. From 2007 to 2015 she worked
at the Moscow office of Swedish asset
management company East Capital. She
previously served as an independent director
of BGEO Group PLC, holding positions on its
Nomination and Risk Committees.
Other appointments
• Chief Investment Officer at Finnfund
• Non-executive director of VEF AB
• Non-executive director of Eastnine AB
• Non-executive board member of Caucasus
Nature Fund
Skills and experience
Mr Gachechiladze has over 20 years of
experience in financial services in both
local and international organisations.
He received his undergraduate degree in
Economics from Tbilisi State University and
holds his MBA with distinction from Cornell
University. He is also a CFA Charterholder
and a member of the CFA Society in the UK.
Career
Mr Gachechiladze held senior positions
between 1998 and 2009 at the World Bank’s
CERMA, KPMG, the European Bank for
Reconstruction and Development (EBRD),
Salford Equity Partners, Lehman Brothers
Private Equity and TBC Bank. In 2009 he
joined the Bank as Deputy CEO, Corporate
Banking and has since held various roles
with the Bank and the Group, such as
Deputy CEO, Investment Management,
CFO of BGEO Group and Deputy CEO,
Corporate and Investment Banking. Prior to
his appointment as CEO, Mr Gachechiladze
served as CEO of Georgian Global Utilities
(formerly part of BGEO Group PLC).
Board Committees
Remuneration Committee
Re
Risk Committee
Ri
Nomination Committee
N
Audit Committee
A
Chair of Committee
Board of Directors

121
Annual Report 2024 Lion Finance Group PLC
Strategic Report
Governance Financial Statements Additional Information
Tamaz Georgadze
Independent Non-executive Director
Jonathan Muir
Independent Non-executive Director
Date of appointment
February 2018
Committee memberships
Re Ri N
Skills and experience
Mr Georgadze has extensive experience with
a wide range of international companies. He
holds PhDs in Economics from Tbilisi State
University and in Agricultural Economics
from Justus-Liebig Universität Giesen in
Germany; he also studied Law at the latter,
graduating with honours.
Career
Mr Georgadze worked as an aide to
the President of Georgia in the Foreign
Relations Department from 1994 to 1995.
He had a ten-year career at McKinsey &
Company in Berlin, where he served as a
Partner from 2009 to 2013, conducting
engagements with banks in Germany,
Switzerland, Russia, Georgia and Vietnam,
with a focus on strategy, risk identification
and management, deposit and investment
products, operations and sales. In 2013
Mr Georgadze founded Raisin, which
launched the first global deposit platform in
Europe, and remains its CEO. Mr Georgadze
was previously an independent non-
executive director of BGEO Group PLC,
including holding positions on its Audit,
Nomination and Risk Committees.
Other appointments
• General director at Raisin GmbH
Date of appointment
February 2018
Committee memberships
A N
Skills and experience
Mr Muir has over 30 years’ experience
working in accounting and finance. He
graduated with first class honours from St.
Andrews University and is a British-qualified
Chartered Accountant and member of
the Institute of Chartered Accountants of
England and Wales.
Career
Mr Muir was a partner at Ernst & Young
from 1985 to 2000. From 2003 to 2013 he
was Vice President of Finance and Control.
He joined TNK-BP as CFO after serving in
the same role at SIDANCO, one of TNK-
BP’s heritage companies. Mr Muir is CEO
of LetterOne Holdings SA and LetterOne
Investment Holdings SA, an international
investment business consisting of two
groups targeting investments in the
healthcare, energy, telecoms and technology,
and retail sectors. Mr Muir was previously
an independent non-executive director of
BGEO Group PLC, holding positions on its
Audit and Nomination Committees.
Other appointments
• CEO of LetterOne Holdings SA and
LetterOne Investment Holdings CA
Date of appointment
February 2018
Committee memberships
Re N
Skills and experience
Mr Quillen has extensive legal and
commercial experience in Europe and the
US, particularly with respect to regulated
financial institutions and emerging markets.
He received his undergraduate degree
from Harvard and his law degree from the
University of Virginia.
Career
Mr Quillen, a US lawyer with nearly 37 years
of practical experience, became a partner
in the New York office of global law firm
Linklaters LLP in 1996 before transferring
in 2000 to its London office, where he is a
leading US capital markets practitioner. He
works on a broad spectrum of securities
and finance matters with a focus on
transactions involving financial institutions
and those in central and eastern Europe.
He is admitted to practice in New York and
the District of Columbia and is a registered
foreign lawyer in England and Wales.
Other appointments
• Partner at Linklaters LLP
Cecil Quillen
Independent Non-executive Director

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Annual Report 2024 Lion Finance Group PLC
Governance
Date of appointment
March 2021
Committee memberships
Ri N
Skills and experience
Ms Megvinetukhutsesi has extensive
governance and financial experience. She
received her undergraduate degree in
Banking and Finance from Tbilisi State
University and holds an MSc in Finance
and Investments from the University
of Edinburgh.
Career
Ms Megvinetukhutsesi has 20 years’ prior
experience in financial services, including
in banking appointments at the European
Bank for Reconstruction and Development
from 1997 to 2007 and as Deputy CEO at
TBC Bank from 2009 to 2014. Previously
she served as Head of Georgia’s Investors
Council Secretariat from 2015 to 2019,
promoting reforms for improvement
of Georgia’s investment climate.
Ms Megvinetukhutsesi provides consulting
services to businesses on governance and
financial management.
Mariam Megvinetukhutsesi
Independent Non-executive Director
Andrew McIntyre
Independent Non-executive Director
Date of appointment
March 2024
Committee memberships
Ri A N
Skills and experience
Mr McIntyre is a qualified Chartered
Accountant with broad experience of
financial services businesses operating
around the world. He holds a master’s
degree from Cambridge University in
Medical Sciences and Music.
Career
Mr McIntyre was a partner at Ernst &
Young from 1988 to 2016, specialising
in international financial services and
predominantly based in the firm’s London
offices, apart from the period 2004 to 2010,
spent in the Zurich office. He acted for some
of the firm’s largest financial services clients
and held various management positions,
including as a member of the UK firm’s
board. Mr McIntyre previously held board
positions at C. Hoare & Co, National Bank of
Greece S.A., Ecclesiastical Insurance Group
plc and the Centre for Economic Policy
Research.
Other appointments
• Non-executive director of Lloyds Bank
Corporate Markets plc
• Non-executive director of EFG Private
Bank Ltd
• Non-executive director of Target Group Ltd
Véronique McCarroll
Independent Non-executive Director
Date of appointment
October 2018
Committee memberships
Ri N A
Skills and experience
Ms McCarroll has over 30 years’ experience
in financial services, with a focus on
corporate and investment banking, risk
management and digital banking. She
graduated from École Supérieure des
Sciences Economiques et Commerciales
(ESSEC) in 1985.
Career
Ms McCarroll started her career with
Banque Indosuez in Capital Markets in 1986.
She was an executive director in charge of
Strategy and Business Transformation at
Credit Agricole CIB and spent 19 years in
consulting firms, including as a Partner at
McKinsey & Company, Oliver Wyman and
Andersen/Ernst & Young. As a Deputy CEO
at Orange Bank S.A., Ms McCarroll has
responsibility for finance, data office, risk
and compliance, and SME subsidiary. She
previously headed Strategy and Innovation
for Mobile Finance and Digital banking
across Europe at Orange. She also teaches
Finance at Paris Dauphine University.
Other appointments
• Non-executive director of Moonstone
Lending Fund
Board Committees
Remuneration Committee
Re
Risk Committee
Ri
Nomination Committee
N
Audit Committee
A
Chair of Committee
Board of Directors continued

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Annual Report 2024 Lion Finance Group PLC
Strategic Report
Governance Financial Statements Additional Information
Board Committees
Remuneration Committee
Re
Risk Committee
Ri
Nomination Committee
N
Audit Committee
A
Chair of Committee
Maria Gordon
Independent Non-executive Director
Date of appointment
September 2024
Committee memberships
Re N A
Skills and experience
Ms Gordon is a seasoned independent
director and accomplished senior finance
executive with broad international
experience. She holds a BA in Political
Science from the University of Wisconsin,
an MA in Law and Diplomacy from Tufts
University, is a CFA Chartered Financial
Analyst and holds a Corporate Director
Certificate from Harvard Business School.
Career
Ms Gordon has strong governance
experience, having served as chair, director
and committee member of various public
companies. Ms Gordon currently serves
as non-executive chair of the board of
Capricorn Energy PLC, which is listed on
the London Stock Exchange, and as non-
executive chair of Constellation Oil Services.
She has two decades’ direct investment
experience in senior roles, including as Head
of Emerging Markets Equity Strategy
at Goldman Sachs and PIMCO, and
brings considerable expertise in portfolio
management and equity and debt capital
markets, including in emerging markets.
Other appointments
• Non-executive Chair of Capricorn
Energy Plc
• Non-executive Chair of Constellation
Oil Services
Karine Hirn
Independent Non-executive Director
Date of appointment
April 2025
Committee memberships
Ri N A
Skills and experience
Ms Hirn has broad international investment
experience, with a strong insight into trends,
industries and capital markets. She holds
a MSc in Management from EM Lyon in
France, a Post Graduate Degree in Eastern
European Studies from Sciences Po Paris
and studied at Moscow Academy of Finance
and Hanken School of Economics in Helsinki.
Career
Ms Hirn has over 30 years’ experience in
financial services, with a focus on asset
management and responsible investment.
Based in Hong Kong since 2013, she is a
partner, co-founder and Chief Sustainability
Officer of East Capital Group and
Chairperson of the Group’s Luxembourg-
domiciled management company and fund
structures. Previously, she was China Chief
Representative in Shanghai and CEO of
East Capital in Sweden. Currently a French
Trade Advisor and honorary member of
the Swedish Chamber of Commerce in
Hong Kong, Ms Hirn is also an advisor
to the Center for Emerging Markets at
Northeastern University in Boston and
is a frequent commentator on emerging
markets and sustainable investing in
international conferences and media.
Other appointments
• Chairman of East Capital Asset
Management S.A.

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Governance
Archil Gachechiladze
Executive Director and CEO
of Lion Finance Group PLC
and CEO of Bank of Georgia
See page 120 for his biography
Date of appointment
January 2019
David Chkonia
Deputy CEO, Chief Risk Officer
Date of appointment
July 2022
Skills and experience
David has held key positions including
senior advisor and Director of International
Business at JSC Bank of Georgia (2021-
2022), Deputy CEO and CRO at TBC Bank
(2017-2020), and senior roles at BlackRock
(London) and PIMCO in risk management
and advisory. He also worked at European
Resolution Capital (2009-2011).
Education
MBA from the Wharton School, University of
Pennsylvania; Bachelor’s degree in Finance,
San Jose State University.
Sulkhan Gvalia
Deputy CEO, Chief Financial Officer
Date of appointment
May 2019
Skills and experience
Sulkhan’s banking career includes senior
Group roles as Deputy CEO, Chief Risk
Officer (2005-2013) and Deputy CEO, Head
of Corporate Banking (2013-2016). Before
his 2019 appointment, he founded and
led E-Space Limited, developing electric
car charging infrastructure. He began at
TbilUniversalBank as Deputy CEO prior to
its 2004 acquisition by JSC Bank of Georgia.
Education
Bachelor’s degree in Law,
Tbilisi State University.
Ana Kostava
Deputy CEO (subject to regulatory approval),
Chief Legal Officer
Skills and experience
Ana joined the Group in April 2018 as Senior
Group Lawyer (2018-2020). Previously, she
was an Associate at Dechert LLP (2015-
2018), and worked at the World Trade
Organization Appellate Body Secretariat
and European Court of Human Rights.
Ana began her career at Legal Partners
Associated LLC in 2010 and has been an
Associate Lecturer at Free University of
Tbilisi since 2015.
Education
LLM, University of Cambridge; LLB,
Caucasus University.
Date of appointment
As CLO: June 2020;
As Deputy CEO: January 2025
Vakhtang Bobokhidze
Co-Director of International Business
Skills and experience
Vakhtang joined JSC Bank of Georgia
in 2005 as Quality Control Manager,
advancing through roles including Analyst-
Developer, IT Business Consultant, and
Director of IT Department before becoming
Group Deputy CEO for IT in March 2018.
From January 2021 to June 2022, he served
as Deputy CEO for IT, Data Analytics, and
Digital Channels.
Education
Bachelor’s degree in Computer Sciences and
Economics; Master’s degree in Informatics,
Tbilisi State University.
Date of appointment
January 2023
Mikheil Gomarteli
Deputy CEO, Strategic Projects Direction
Skills and experience
Mikheil joined JSC Bank of Georgia in
1997, holding various senior and executive
positions. A Deputy CEO from 2009
and until his recent appointment, he led
Retail Banking and spearheaded digital
transformations, driving numerous key
initiatives for the Group over recent years.
Education
Bachelor’s degree in Economics, Tbilisi State
University.
Date of appointment
September 2022
Group Management Team

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Annual Report 2024 Lion Finance Group PLC
Strategic Report
Governance Financial Statements Additional Information
Sulkhan Gvalia
Deputy CEO,
Chief Financial Officer
Mikheil Gomarteli
Deputy CEO,
Strategic Projects Direction
Elene
Okromchedlishvili
Head of Human Capital
Management
David Chkonia
Deputy CEO,
Chief Risk Officer
Levan Gomshiashvili
Deputy CEO
1
, Chief Marketing,
Digital and Customer
Experience Officer
Zurab Alpaidze
Head of Operations
David Davitashvili
Deputy CEO,
Data and Information
Technology
Ana Kostava
Deputy CEO
1
,
Chief Legal Officer
Etuna Iremadze,
Deputy CEO,
Premium Banking
Giorgi Gureshidze
Head of Mass Retail Banking
Archil Gachechiladze
Chief Executive Officer
Zurab Kokosadze
Deputy CEO,
Corporate and Investment
Banking
Tornike Kuprashvili
Head of SME Business
Subsidiary Management
Executive Management at Bank of Georgia
Management Board at Ameriabank
1
Subject to regulatory approval.
Hovhannes Toroyan
Chief Financial Officer
Andranik Barseghyan
Risk Management Director
Armine Ghazaryan
Chief People and Services
Officer
Arman Barseghyan
Retail Banking Director
Artak Hanesyan
CEO, Chairman of the
Management Board
Gagik Sahakyan
Corporate and Investment
Banking Director
Learn more about the executive
teams that manage our principal
operating subsidiaries on our website:

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Governance
Membership of Nomination Committee and meeting attendance
Committee membership Date of membership No. of meetings attended
Mel Carvill (Chair) 10 March 2022 4/4 scheduled
Alasdair Breach
*
24 February 2018 1/1 scheduled
Tamaz Georgadze 24 February 2018 4/4 scheduled
Hanna Loikkanen 24 February 2018 4/4 scheduled
Cecil Quillen 24 February 2018 4/4 scheduled
Véronique McCarroll 1 October 2018 4/4 scheduled
Jonathan Muir 24 February 2018 4/4 scheduled
Mariam Megvinetukhutsesi 12 March 2021 4/4 scheduled
Andrew McIntyre
**
15 March 2024 3/3 scheduled
Maria Gordon
***
20 September 2024 1/1 scheduled
*
Alasdair Breach resigned as a Non-executive Director and as a member of the Committee on 15 March 2024.
**
Andrew McIntyre was appointed as an Independent Non-executive Director and as a member of the Committee on 15 March 2024.
***
Maria Gordon was appointed as an Independent Non-executive Director and as a member of the Committee on 20 September 2024.
The skills and experience contributed by each member can be found on pages 120 to 123.
All members of the Committee are Independent Non-executive Directors of the Board. The CEO and other members of
management may be invited to meetings to provide insight into key developments. The CEO, UK General Counsel and Company
Secretary are regular attendees.
Nomination Committee Report
Leading on the promotion of Board dynamics through effective succession
planning, Board evaluations and a robust executive talent pipeline.
Key objectives of the Committee
The Nomination Committee focuses on:
Board leadership
Identifying the skills, knowledge and experience required
for effective leadership, managing the balance of the
Board through effective succession planning.
Board Committees
Monitoring the size, structure and composition of the
Board’s Committees.
Succession planning
Ensuring appropriate Board skills, knowledge, experience
and independence.
Talent pipeline
Monitoring the senior leadership pipeline and initiatives to
develop and promote internal talent.
Diversity and inclusion
Considering, in accordance with the Diversity, Equity and
Inclusion Policy, the perspectives and attributes of the
Board and executive leadership.
The Committee’s Terms of Reference set out its role and
authority, and can be found on our website at
https://lionfinancegroup.uk/leadership-and-governance/
documents.
Focus of future activities
In the coming year the main areas of focus for the
Committee will be:
• Executive Management succession planning.
• Non-executive Director succession planning.
• Director induction and training.
• Progression of internal Board and Committee
evaluation actions.
• Ameriabank governance structure and Supervisory
Board composition.

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Strategic Report
Governance Financial Statements Additional Information
Executive Management talent pipeline
We have received updates from the CEO on the Executive
Management Team succession plans and have discussed and
evaluated the competencies of potential internal candidates.
I have worked closely with the CEO to identify a development
plan for these individuals to provide them with the skills needed
to progress their careers. These plans are regularly reviewed
and updated to reflect the evolving needs of the Company
and to ensure that the leadership pipeline remains robust and
capable of meeting future challenges.
Diversity, equity and inclusion
We are pleased to report that the Board now complies with
the targets outlined within the UK Listing Rules, with 40% of
the Board Directors being women, the senior position of Senior
Independent Director is held by a woman, and three members
of our Board are from minority ethnic backgrounds. Further
details regarding our compliance with the UK Listing Rule
6.6.6R(9) and our commitment to diversity can be found on
pages 131 to 132.
We also continue to score highly on gender diversity of the
Executive Committee and direct reports and are pleased that
in the 2024 edition of the FTSE Women Leaders Review, the
Company was ranked 12th overall and 1st for the FTSE 350
banking sector.
Board and Committee evaluations
We acknowledge the importance of reflecting on our
performance and identifying ways we can enhance the Board’s
effectiveness. The 2023 evaluation was externally facilitated
and we were pleased to have progressed and completed
the agreed action plans. The 2024 evaluation was internally
facilitated by the Company Secretary and, upon review of
the results, we concluded that the Board and its Committees
continued to operate effectively. The evaluation highlighted
areas of opportunity as well as key focus areas, and we agreed
actions to be monitored by the Committee during 2025.
Information regarding the 2023 and 2024 evaluation can be
found on pages 132 to 134.
Looking ahead
During 2025 we will continue to develop and implement
succession planning for the Board, Executive Management and
senior management, and ensure that an appropriate structure
and Board composition is established for the Group. We will
also focus on providing tailored training to Directors to enhance
their knowledge and understanding of keytopics relevant to
the evolving needs of the Company and their role. I invite you to
read more about our work in the following report.
Mel Carvill
Chair of the Nomination Committee
14 April 2025
Dear Shareholders,
I am pleased to present the Nomination Committee (the
‘Committee’) Report, providing an overview of the important
work of the Committee and its activities during the year.
Non-executive Directors’ succession and appointments
2024 was an active year for the Committee as we implemented
key elements of our Non-executive Director succession plan.
We oversaw several changes to the composition of the Board
including the planned retirement of Alasdair Breach on 15 March
2024, who had been a Non-executive Director since 2018.
Andrew McIntyre was appointed as an Independent Non-
executive Director and member of the Audit and Nomination
Committees on 15 March 2024. Andrew’s appointment was
made following a comprehensive search for a new Non-
executive Director with the required expertise and financial
experience to join the Audit Committee and potentially to
succeed as Audit Committee Chair in the future. Since his
appointment, Andrew has been working closely with the current
Chair, Jonathan Muir, and has provided valuable insights –
particularly throughout the external audit tender process.
Maria Gordon was appointed as an independent Non-executive
Director and member of the Remuneration, Nomination
and Audit Committees on 20 September 2024. Maria has
significant listed company, remuneration and audit experience
to compliment that of the existing Board. Information on the
Non-executive Director appointment process can be found on
pages 129 to 130.
On behalf of the Committee, I would like to welcome Andrew
and Maria and note the impactful contributions they have
made to the Company to date, and thank Alasdair Breach for
his significant dedication to the Company over the years. I invite
you to read more about Andrew and Maria in their biographies
found on pages 122 and 123.
When reviewing and considering succession planning, we
take care to ensure retirements happen in an orderly manner
to comply with the NBG and the UK Corporate Governance
Code independence requirements. We are also mindful of the
Company’s evolving needs and ensuring that the Board has the
right skills, experience, knowledge and diversity to deliver our
strategy and ensure long-term, sustainable success. To assist
us with this important task, during the year we enhanced our
skills matrix to better understand the depth of each Director’s
experience and identify any skill gaps. Further details regarding
this can be found on pages 112 and 128.
As demonstrated in our announcement on 7 April 2025
regarding the appointment of Karine Hirn effective the
same date and the retirement of Hanna Loikkannen at the
conclusion of the AGM along with additional changes to the
composition of the Board’s Committees, succession planning
remains a key focus during 2025. Further information regarding
Board composition and succession planning and Board and
Committee changes can be found on pages 128 to 129.
Mel Carvill
Chair of Nomination Committee
We have implemented key elements of our Non-
executive Director succession plan and remain
focused on overseeing the development of a
strong pipeline of executive talent.

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Governance
Key Committee meeting topics during 2024
March June September December
• NBG Supervisory Board
member independence.
• Board succession planning.
• Executive Management
succession planning.
• Employee Voice
meeting update.
• Progress of external
evaluation actions.
• Board skills matrix.
• Board composition.
• Board diversity.
• Board succession planning.
• Internal evaluation process.
• Progress of external
evaluation actions.
• Board skills matrix.
• Board succession planning.
• Executive Management
succession planning.
• Board composition changes.
• Management promotion.
• Workforce diversity.
• Internal evaluation results.
• Progress of external
evaluation actions.
• Terms of Reference review.
• Committee effectiveness
review.
• Board succession planning.
• Board composition.
• Executive Management
succession planning and skills
analysis.
• Management promotions.
• ESG oversight.
• Board and Executive
Management diversity.
• Audit Committee and
Risk Committee cross-
membership.
• Internal evaluation actions
review.
Key activities during the year
Topic Summary of activity Find out more
Succession planning Discussed and developed succession plans for the Board and
Executive Management.
Pages 128 to 129.
Non-executive Director appointments Appointed two new Non-executive Directors, including an
appropriate successor for the Audit Committee Chair.
Pages 129 to 130.
Skills matrix Enhanced the skills matrix to better understand the competencies
and experience of each Non-executive Director.
Page 112 and 128.
New Non-executive Director search Initiated a search for a new Non-executive Director. Page 129 to 130.
Internal evaluation Conducted an internally facilitated effectiveness evaluation of
the Board, its Committees, individual Directors and the Chairman
of the Board. The outcomes of this assessment were considered
and actions agreed.
The Chairman of the Board also met individually with each Non-
executive Director to discuss their evaluation and to allow for
further discussion and feedback.
Pages 133 to 134.
Workforce engagement Received updates on workforce diversity and engagement. Page 130.
With sustainability and ESG being a lower-scoring area, the
Directors received ESG and climate training to improve the
Board’s knowledge and understanding. In addition, since
year-end, Karine Hirn has been appointed as an independent
Non-executive Director and brings a wealth of ESG and
sustainability experience. Her full biography can be found
on page 123.
The Committee recognises that lower-rated experience
in ‘Digital technology’ and ‘Information technology and
cybersecurity’ was a common challenge and agreed that
these skill gaps would be supported by the engagement of an
independent specialist or consultant if a complex issue arose for
which the Board required additional support.
Board composition and succession planning
During the year the Committee was focused on achieving its
diversity targets and preparing for potential Board retirements
and their impact on the composition of the Board and its
Committees. During 2024, the Committee considered the size,
structure, tenure and diversity of the Board, as well as the skills
and experience of each Director. Following this review, and
considering the NBG and the Code independence requirements,
it was agreed the Board would undertake a search of external
candidates with the appropriate skills, knowledge and
experience – retaining a focus on diversity – to support the
Company and ensure a robust pipeline of potential candidates.
Board skills and experience
The Committee maintains a skills matrix mapping the Board’s
skills against the evolving needs of the business. This was
reviewed during the year, with changes agreed to enhance its
effectiveness and practicality. The Committee identified and
agreed the addition of ‘Regional knowledge’ as a key skill due
to the Group’s operating subsidiaries in Georgia, Armenia and
Belarus. The Committee also implemented a three-point rating
system for each skill to help identify Directors’ respective level
of experience – enabling better assessment of the balance
and level of skills, and identification of areas that need to be
strengthened through additional training, recruitment or the
engagement of an independent specialist or consultant. A
summary of the skills matrix can be found on page 112.
During the year the skills matrix was used to aid the Non-
executive Director recruitment searches by highlighting desirable
skills that would complement the Board’s existing knowledge
and competencies. The appointments of Andrew McIntyre and
Maria Gordon have increased the overall capability of the Board
– in particular the ‘UK executive remuneration’ and ‘HR, talent
management and culture management’ skills, which Maria
Gordon was identified as an expert in. Andrew McIntyre was
appointed as a potential successor of the Audit Committee Chair,
being recognised as an expert in the ‘Financial accounting’, ‘UK
Corporate Governance/ Listed PLC’, ‘Banking sector knowledge’
and ‘Regulatory experience’ skills.
Nomination Committee Report continued

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Strategic Report
Governance Financial Statements Additional Information
Board appointment process
Engagement of external recruitment advisor
External recruitment advisor: Korn Ferry
Key search criteria for two Non-executive Director
appointments: Successful senior executive career, ideally with
experience in banking or broader financial services sector;
relevant geographic experience; various characteristics, traits
and drivers; appointment to be in accordance with the Diversity,
Equity and Inclusion Policy and to consider diversity targets;
and appointment, experience and character also to be in
accordance with the JSC Bank of Georgia Nomination Policy
and the Georgian Regulatory Framework for administrators
of Commercial Banks. Following the decision to review Board
composition, the Committee agreed the remit and required skills,
experience, independence and diversity of any new appointment.
Additional specific search criteria for Non-executive Director
appointment (Maria): Familiar with remuneration issues,
ideally gained as a member or chair of a UK plc remuneration
committee.
Additional specific search criteria for Non-executive Director
appointment (Karine): ESG experience ideally including
stakeholder perspectives.
The Committee, with support from the UK General Counsel and
Company Secretary:
Evaluated Board skills and requirements
The Committee undertook a review of Board knowledge, skills
and experience, balanced with the tenure and independence
requirements of the NBG and the Code. Upon review of the
Skills Matrix, it was agreed that the following skills could be
enhanced through recruitment: (i) UK executive remuneration;
(ii) HR, talent management and culture management and (iii)
sustainability and ESG. Further information on the Board’s
skills can be found on page 112 and information on Board
independence can be found on pages 130 to 131.
In assessing candidates for appointment, the Board is also
committed to conducting a comprehensive evaluation of
their profile against the fit and proper criteria set forth under
Georgian regulations, with particular adherence to the standards
established by the NBG. To facilitate this process, the Board
has adopted a structured procedure designed to ensure that
it satisfies itself of each candidate’s compliance with all
applicable regulatory requirements governing the appointment
of administrators at a commercial bank, as relevant to JSC
Bank of Georgia.
Undertook a candidate search
The Committee agreed to engage an external recruitment
consultant, Korn Ferry, to support the candidate search. The
Committee instructed Korn Ferry with a job profile for the skills
and experience required with a strong focus towards diverse
candidates. Other than providing employee engagement
research to the Group, Korn Ferry has no further connection
with the Company or its Directors and is independent.
Reviewed the candidates
Following receipt of a list of candidates, the Chair and the UK
General Counsel met with Korn Ferry to create a shortlist of
candidates with the appropriate knowledge, skills, experience and
time to undertake the role. The Committee reviewed the shortlist
and established an interview panel, consisting of the Chair and
the Remuneration Committee Chair, to meet with candidates.
The Committee remains committed to ensuring we have a well-
balanced Board with the appropriate skills, knowledge, experience
and diversity to support the continued growth of the Group. All
changes to the Board and its Committees are overseen by the
Committee and strong succession planning remains a key focus.
Executive Management and talent pipeline
We are committed to talent development programmes and
initiatives within the Group. We develop the skills of our existing
executive managers and develop a pipeline of new executive,
senior and middle managers through coaching, mentoring
and leadership programmes. The Group continues to expand
its programmes to include employees at lower levels. Further
information on talent management can be found in the
‘Empowering our employees’ section on pages 81 to 88.
During 2024, the Committee received reports on the talent
management and leadership development programmes and has,
alongside the Board, dedicated time to strengthening the Executive
Management Team as part of the wider strategic development of
the Group. The Committee received updates on members of the
Executive Management Team and proposed promotions.
The Committee worked with the CEO to review the Executive
Management Team succession plans. In particular, consideration
was given to the succession planning for the CEO, CFO and CRO,
including both contingency measures and long-term strategies.
This process involved evaluating potential internal candidates
and any training or development needs. These plans are regularly
reviewed and updated to reflect the evolving needs of the
Company and to ensure that the leadership pipeline remains
robust and capable of meeting future challenges.
Board and Committee changes
Alasdair Breach stepped down on 15 March 2024 and Andrew
McIntyre was appointed as an Independent Non-executive
Director and member of the Audit Committee and Nomination
Committee with effect from the same date. The external
recruitment search in relation to Andrew’s appointment began
in 2023, the details of which can be found in the Company’s
2023 Annual Report.
Maria Gordon was appointed on 20 September 2024 as an
Independent Non-executive Director and member of the
Remuneration Committee, Nomination Committee and
Audit Committee.
Since year-end, there have been several Board and committee
changes made in accordance with the Company’s succession
plans. Karine Hirn was appointed as an Independent Non-
executive Director and member of the Audit, Risk and
Nomination Committees with effect from 7 April 2025. The
appointments of Maria and Karine follows a comprehensive,
independent recruitment process led by the Nomination
Committee and supported by an executive search firm. The
‘Board appointment process’ section in this report provides
details of the external recruitment search process for Maria’s
and Karine’s appointments.
As announced on 7 April 2025 Hanna Loikkanen will step
down from the Board, and as Senior Independent Director,
and as a member of its Audit, Remuneration and Nomination
Committees at the conclusion of the 2025 AGM. Véronique
McCarroll will be appointed as Senior Independent Director
with effect from the same date.
To enhance information sharing between the Audit and Risk
Committees, with effect from 7 April 2025, Andrew McIntyre, a
member of the Audit Committee, was appointed as a member
of the Risk Committee and Véronique McCarroll a member of
the Risk Committee, was appointed as a member of the
Audit Committee. In addition, Cecil Quillen stepped down
as a member of the Audit Committee with effect from
the same date.

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Governance
materials, succession plans, re-election of Directors, Schedule of
Matters Reserved for the Board, the Roles and Responsibilities,
and the Terms of Reference for each Committee. Whilst in
Georgia their induction process continued as arrangements
were made for them to meet relevant members of Executive
Management, key advisors as well various departments.
Workforce engagement
Mel Carvill, Hanna Loikkanen and Mariam Megvinetukhutsesi
attended an Employee Voice meeting during the year, engaging
with Bank of Georgia’s employees. Employee Voice, which aims
to support the exchange of opinions, ideas and views between
the Board and employees, is facilitated by Hanna Loikkanen
as the designated Non-executive Director for workforce
engagement. Attendees discuss the current employee
experience, challenges and opportunities. Further information
on workforce engagement can be found in the ‘Empowering our
employees’ section on pages 81 to 88.
The Committee believes the designated Non-executive Director
for workforce engagement, with supplementary engagement
from the wider Board as required, remains appropriate for the
Company to receive fair and balanced views across the Group
and to monitor and assess opportunities to further enhance
workforce engagement.
Time commitments and conflicts of interest
Prior to accepting any external appointments, Directors are
required to seek the Board’s consent. The Board believes other
external directorships and positions provide the Directors with
valuable expertise, enhancing their ability to act as Non-executive
Directors of the Company. The number of external directorships
and positions should, however, be limited, particularly for
Executive Directors, to ensure they can dedicate the amount of
time necessary to contribute effectively to the Board.
Independence, tenure and
time commitments
During the Board effectiveness review, the Committee asks
Board members to evaluate their own contribution. For each
Non-executive Director, the Committee reviews the time
commitment required, considering any external directorships,
their length of service and their independence of character
and integrity. Based on these reviews the Committee makes a
recommendation to the Board regarding the suitability of each
Non-executive Director for re-election.
The Board has assessed the independence of the Chairman
of the Board and each Non-executive Director in line with
Principle G and Provision 9 of the Code, and is of the opinion
that the Chairman and each Non-executive Director acts in an
independent and objective manner. We consider that, under the
Code, all our Non-executive Directors are independent and free
from any relationship that could affect their judgement.
As part of a wider assessment, the Committee also considered
the extent to which the length of time on the Board of a
predecessor company, BGEO Group Limited (BGEO), could
impact independence. Hanna Loikkanen was originally
appointed to the Board of BGEO on 24 October 2011, before
resigning on 19 December 2013 and being reappointed on
12 June 2015. The Committee concluded that the 18-month
gap should be deducted from any tenure calculations.
Notwithstanding the foregoing, Hanna Loikkanen will not be
seeking re-election at the 2025 AGM.
Interviewed candidates
The Chair and Remuneration Committee Chair met with
candidates before narrowing the search further. The
Committee then reviewed candidates’ knowledge,
skills and experience.
Arranged an Executive Management Team meet and greet
Candidates were given the opportunity to meet the Executive
Management Team to help their own understanding of the Group.
Invited the candidate to observe a meeting
Having identified a preferred candidate, the Committee
recommended they attend the next quarterly meeting to observe
and ensure an opportunity for both parties to assess cultural fit.
Made recommendation for Board approval
In respect of each search, the Committee reviewed and
considered the appointment of the preferred candidate and
recommended their appointment to the Board. The Board
considered the recommendation and, following approval
of each new Director, an announcement was released to
the market.
On appointment our Non-executive Directors are provided with
a letter of appointment setting out the terms and conditions of
their directorship, including the fees payable and the expected
time commitment. Each Non-executive Director is expected
to commit a minimum of 25-35 days per year to the role.
Additional time commitment is required to fulfil their roles as
Board Committee members and/or Board Committee Chairs,
as applicable. The Committee remains satisfied that all Non-
executive Directors dedicate the necessary amount of time to
contribute to the effectiveness of the Board.
Election by shareholders
All Non-executive Directors undertake a fixed term of three
years, subject to annual re-election by shareholders. The fixed
term can be extended and, consistent with best practice, does
not exceed nine years, subject to defined circumstances as
identified by the Committee.
Following the Board effectiveness review, and with careful
consideration of a range of factors including Directors’ other
commitments, the Committee recommended to the Board
and at the 2025 AGM the re-election of Mel Carvill, Archil
Gachechiladze, Tamaz Georgadze, Véronique McCarroll, Andrew
McIntyre, Mariam Megvinetukhutsesi, Jonathan Muir and Cecil
Quillen. The Committee further recommended to the Board
and at the 2025 AGM the election of Maria Gordon and Karine
Hirn. As detailed in the announcement released on 7 April 2025,
Hanna Loikkanen will not be standing for re-election.
Board induction
Upon appointment, each Director receives an induction to the
Company tailored to their existing expertise and Committee
appointments. During the year, the General Counsel and
Company Secretary briefed the new Non-executive Directors,
Andrew McIntyre and Maria Gordon on Company policies,
Board and Committee procedures, and core governance
practices including Directors’ duties and Market Abuse
Regulations and the Company’s Share Dealing Code. They
also received induction materials including access to recent
Board and Committee papers and minutes, policies, training
Nomination Committee Report continued

131
Annual Report 2024 Lion Finance Group PLC
Strategic Report
Governance Financial Statements Additional Information
Three members of the Board are from a minority ethnic
background: Archil Gachechiladze, Tamaz Georgadze and Mariam
Megvinetukhutsesi are Georgian and identify as being from
other ethnic groups. It is noted that being of minority ethnic
background considers many different aspects, such as country of
birth, nationality, language spoken at home, skin colour, national
and geographical origin, and religion. Georgia has its own distinct
and ancient language with its own script, its own religion in the
orthodox church of Georgia, and a unique geographic location
at the intersection of Europe, Asia and Middle Eastern countries
and cultures. Similarly, Ameriabank’s centre of operations and its
Executive Management sit in adjacent Armenia, a country with a
strong sense of its own identity, with an Indo-European language,
a majority adherence to the Armenian Apostolic Christian Church,
one of the world’s oldest national churches, and links with Iran,
Lebanon, Greece and Georgia.
The Board considers diversity important for the future development
of the business, including the need to be representative of the
communities where Group companies operate. During the year
the Committee continued to review the diversity of skills and
experience, gender, social and ethnic backgrounds, cognitive and
personal strengths throughout the Group, among other factors
including merit and other objective criteria.
The Company notes the Parker Review asks companies to
consider setting an ethnic minority percentage target for senior
management executives in December 2027. However, given the
majority of senior management are from an ethnic minority
background, setting a target for our Group would be artificial.
The Committee noted that, with the majority of the Group’s
workforce primarily based in Georgia and Armenia, its ethnic
make-up is different to that of a UK-based group. The Board
itself is highly diverse in terms of nationality – our Directors are
citizens of eight different countries. The Committee continues
to have regard for all diversity factors, including gender and
ethnicity, in any future appointments, as well as the appropriate
knowledge, skills and experience, in accordance with the Group’s
Diversity, Equity and Inclusion Policy.
In September 2024, the Board approved an updated Diversity,
Equity and Inclusion Policy which outlines the Company’s
commitment to ensuring a diverse and inclusive culture within
the Group and recognises that this is crucial to the Group’s
success, innovation and progress. The Group has committed to
several principles within this Policy.
The Board also approved an updated Anti-discrimination and
Anti-harassment Policy in September 2024. Through this Policy
the Group commits to ensure no discrimination and harassment
takes place in any form within the Group. The Policy sets
out the principles and guidelines to support the Company to
become a better institution for its employees, customers and
all other stakeholders.
The Group’s work on diversity and inclusion and anti-
discrimination and anti-harassment is based on, but not
limited to, the following relevant local legal requirements and
international standards:
• UN Universal Declaration of Human Rights.
• Charter of Fundamental Rights of the European Union.
• ILO fundamental instruments.
• Convention on the Elimination of All Forms of Discrimination
Against Women.
• UN Guiding Principles on Business and Human Rights.
• OECD Guidelines for Multinational Enterprises on
Responsible Business Conduct.
• United National Global Compact.
• IFC Performance Standards.
These policies are kept under regular review and updated in
accordance with local legal requirements and international
standards.
The policies can be found on the Group’s website at https://
lionfinancegroup.uk/leadership-and-governance/documents.
The Committee considered and noted the following:
• There were substantial changes in the Executive Management
upon demerger of BGEO in 2018 and in the following years
– only one of the 14 Executive Managers of Bank of Georgia
have remained since early 2018 and there has been two
changes of CEO.
• There were substantial changes in the nature of the business
and management personnel upon the demerger.
• There are no other factors the Board considered could
impinge on the independence of the Directors.
The Board also notes that, in respect of succession and the
recruitment of appropriate members to the Board in our
geographical, geopolitical and market environment:
• To give full and proper oversight, any new Board member
must clearly understand the operating, economic and political
environment in the core markets in which the Group operates.
• Bank of Georgia is a regulated company in Georgia, and
given the mirror-board structure of the Board and the
Supervisory Board of Bank of Georgia, Board members must
meet the local banking regulator’s various requirements for
the Supervisory Board membership.
Considering the matters above, the Board considers that all
current Directors have retained their independence and strongly
recommends their election or re-election by shareholders, with the
exception of Hanna Loikkanen who will not be seeking re-election.
The Board believes the mirror-board structure – where the
same members sit on the Board of the Company and the
Supervisory Board of JSC Bank of Georgia, with the same roles
in the mirror Committees – remains the best structure for the
governance of the Group. Andrew McIntyre and Karine Hirn are
currently awaiting regulatory approval for formal appointment
to the Supervisory Board of JSC Bank of Georgia.
Diversity, equity and inclusion
The Board has adopted a Diversity, Equity and Inclusion Policy
incorporating a wide range of factors including, but not limited
to, race, ethnicity, gender, sexual orientation, disability and
socioeconomic background – mirroring current best practice,
which was reviewed by the Board in September 2024.
The Board encourages a diverse and inclusive work
environment. The Committee will continue to examine ways
the Board can become more diverse, and the Group is also
committed to maintaining high levels of female representation
at Executive Management and senior management levels.
The Board considers the following targets regarding Board
composition, drawing on the FTSE Women Leaders Review,
the Parker Review and the UK Listing Rules and Disclosure
Guidance and Transparency Rules:
• 40% of women on the Board and Leadership teams by
the end of 2025;
• at least one woman in the Chair or Senior Independent
Director role on the Board, and/or one woman as Chief
Executive or Finance Director by the end of 2025; and
• one Director from a minority ethnic background on the
Board by 2024.
The Committee has continued to monitor and assess its
progress against these targets during the year and is pleased
to have successfully achieved these targets.
The Senior Independent Director of the Company is female,
40.0% of the Board are women and 47.2% of the Executive
Committee equivalent and direct reports are women. We
continue to score highly on gender diversity of the Executive
Committee and direct reports. The Committee was pleased
to note that, in the 2024 edition of the FTSE Women Leaders
Review, the Company was ranked 12th overall and 1st for the
FTSE 350 banking sector. This reflects some of the talent
development and management processes and initiatives
we have in place, as detailed below. Details regarding equal
opportunity and diversity are also provided in the ‘Empowering
our employees section’ on pages 81 to 88.

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Annual Report 2024 Lion Finance Group PLC
Governance
In accordance with UK Listing Rule 6.6.6R(10), as at the reference date of 31 December 2024, the composition of the Board and
Executive Management was as follows:
Board and Executive Management gender representation
Male Female
Number of Board members 6 4
Percentage of the Board 60% 40%
Number of senior positions on the Board
(CEO, SID and Chair)
2 1
Number in Executive
Management*
15 5
Percentage of Executive
Management*
75% 25%
Board and Executive Management ethnic representation
Number
of Board
members
Percentage
of the Board
Number of senior
positions on
the Board (CEO,
SID and Chair)
Number in
Executive
Management*
Percentage
of Executive
Management*
White British or Other White
(including minority-white groups)
7 70% 2 — —
Mixed/Multiple Ethnic Groups — — — — —
Asian/Asian British — — — — —
Black/African/Caribbean/Black British — — — — —
Other Ethnic Group 3 30% 1 20 100%
Not specified/prefer not to say — — — — —
* Since the acquisition of Ameriabank, the Company has updated its categorisation of Executive Management to include members of members of Ameriabank’s Management Board.
The information presented in the above tables was collected on a self-reporting basis by the Directors, who were asked to confirm
which of the categories specified in the prescribed tables were most applicable to them.
Evaluation
Evaluation review cycle
In line with best corporate governance practice and in accordance with the Code and the FRC Guidance on Board Effectiveness, the
performance of the Board, its Committees, the Chairman of the Board and the individual Directors is evaluated annually.
The Committee has adopted a three-year assessment cycle as detailed below.
Internal evaluation
2022
External evaluation
2023
Internal evaluation
2024
Further information regarding the 2023 external evaluation and 2024 internal evaluation can be found on the next page of this report.
Nomination Committee Report continued

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Strategic Report
Governance Financial Statements Additional Information
2024 internal evaluation
In 2024 the Board undertook an internal evaluation facilitated by the Company Secretary:
Board, Senior Independent Non-executive Director and the UK
General Counsel, prior to presenting the results to the Board
and its Committees in September 2024.
4. Presentation and discussions
In September 2024, the Nomination Committee received a
presentation from the Company Secretary on the results of the
annual evaluation of the Board, its Committees, the Chairman
and the individual Directors. The Nomination Committee
discussed what was going well, areas of opportunity and key
priorities for 2025 in respect of each evaluation. The Board
and each Committee also reviewed and evaluated their
own performance.
5. Director appraisals
During November 2024 the Chair conducted one-to-one
appraisal meetings with each of the Non-executive
Directors, to further discuss the evaluation results
and ask additional questions.
6. Actions
Key actions arising from the evaluation were identified
and a schedule of actions was created to monitor
their implementation:
1. Design and scope of evaluation
In June 2024 the Nomination Committee approved the internal
facilitation of the evaluation by the Company Secretary via a
questionnaire, building on the results and action points from
the previous internal and external evaluations. It was further
agreed that the questionnaire would be supplemented by
interviews conducted by the Chair, to draw further information
from the questionnaire responses.
2. Questionnaire
The Company Secretary, in consultation with the Chairman
of the Board, Senior Independent Director and UK General
Counsel, prepared template questions for the evaluation
questionnaire. Individual evaluation questionnaires were
designed for the Board, Audit Committee, Risk Committee,
Remuneration Committee, Nomination Committee and the
Chairman of the Board, alongside self-appraisals for each
Director. Questionnaires were distributed electronically by
the Company Secretary during August 2024. All Directors
completed the relevant questionnaires they were assigned.
3. Review and analysis of responses
Following receipt of the responses, the Company Secretary
created anonymised reports and summarised the key findings.
The initial findings were discussed with the Chairman of the
2023 external evaluation – key actions through 2024
In 2023, in compliance with the Code requirements, the evaluation was externally facilitated by Clare Chalmers Ltd. The Board set
out to ensure the process not only met the requirements of the Code but also had a clear focus on enhancing the effectiveness of
the Board and its committees. Details of the evaluation process can be found on page 196 of the Company’s 2023 Annual Report.
At each quarterly meeting in 2024 the Committee reviewed the key actions arising from the external evaluation and reviewed
progress against each. All actions identified have been completed as outlined below.
Opportunities Actions Outcome and progress
Managing the agenda
and materials
The Board felt it would benefit from
updates from other external parties with
regards to shareholder and stakeholder
feedback. It was agreed the Board would
receive additional external updates
as required.
The Board received updates from external parties including
the Company’s broker.
Succession planning The Board remains focused on succession
planning, ensuring Board departures are
appropriately managed and continuing to
monitor senior management succession
planning. In addition, the Board felt
it would benefit from considering
enhancements to the skills matrix
during 2024.
The Committee and the Board have successfully
progressed the succession plan for the Board including the
appointments of Andrew McIntyre and Maria Gordon.
The Committee enhanced the skills matrix to aid with
succession planning and recruitment, as detailed on page
128 of this report.
The Committee has made positive progress regarding
the succession plan of senior management and Executive
Management, particularly the CEO, and this will be further
monitored by the Committee during 2025.
Risk and
compliance
To consider a consolidated, Bank-wide
assurance plan for Bank of Georgia
to centralise the work of the Risk,
Compliance, and Internal Audit functions.
A Bank-wide Risk Register has been introduced for Bank of
Georgia to improve risk monitoring across the Bank. The
Risk Committee has overseen the development of the Risk
Register and received regular progress updates during 2024.
Additional time
for strategic
discussions
In addition to the work undertaken in
managing the agenda and materials,
the Board felt additional discussion on
strategy and further Board strategy
sessions would support the continued
growth of the Group. It was agreed the
Board would continue to hold annual
strategy days.
The Company’s strategic direction and the growth of the
Group was a key focus during 2024. Although a formal
strategy day was not held during the year, the Board held
additional informal and formal ad hoc meetings in relation
to the acquisition of Ameriabank and the subsequent
integration into the Group. A strategy session has been
scheduled to be held in June 2025.

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Governance
Opportunities Actions Outcome and progress
ESG and
sustainability
oversight
Consider reviewing the Board and
Committees’ oversight of ESG and
sustainability to ensure the Company’s
governance structure aligns with market
and industry expectations. Consider the
implementation of an ESG Committee
or the appointment of an ESG-
designated Director.
Members of the Nomination Committee carried out a deep
dive of ESG oversight, considering industry and market
best practice and the Company’s peers in the region, and
presented their findings to the Nomination Committee in
December 2024. The Nomination Committee discussed and
agreed that a designated ESG Committee was not required
at this time, and that, instead, ESG matters should be
appropriately overseen by the Board and its Committees.
Subsequently in April 2025, the Terms of Reference for
the Audit Committee and Risk Committee as well as the
Schedule of Matters Reserved for the Board were enhanced
to provide greater clarity regarding ESG and sustainability
oversight and ownership.
Executive
Management
succession
Ensure the development of a succession
plan for the Executive Management
beyond the CEO.
In March 2025, the Nomination Committee received a
presentation from the CEO of the development plan and
skills analysis for each potential successor of the Executive
Management Team.
Code compliance Ensure sufficient dedicated resources are
allocated to help actively manage Code
compliance, particularly in relation to
internal controls.
In December 2024 and March 2025, the Audit Committee
received updates on the internal controls and Code
compliance project. The Audit Committee is content that
sufficient resources have been allocated to this project and
positive progress has been made.
Ameriabank
integration
Continue to oversee the integration
of Ameriabank to ensure benefits are
gained, particularly in respect of finance,
risk and audit functions. Ensure there is
appropriate Group-level monitoring and
reporting to the Board.
Regular updates have been provided during the year
regarding the integration and development of the Group
structure. In March 2025, the Risk Committee undertook a
deep dive of Group risk integration, risk dashboards and risk
appetite.
New Directors’
Remuneration Policy
Oversee the development of a new
Directors’ Remuneration Policy fit for
the evolving needs of the Company, and
ensure effective management through
engagement with key shareholders and
proxy agencies.
During 2024 and early 2025, the Remuneration Committee
discussed and sought feedback on the renewed Directors’
Remuneration Policy. Directors engaged and met with
shareholders and proxy voting agencies.
Review of Directors’ performance
The performance of the Directors was assessed as part of the internal evaluation process via a questionnaire, followed by individual
appraisal meetings conducted by the Chairman. Following careful consideration, the Committee determined that each Director
continued to perform effectively and those Directors detailed on page 130 in the ‘Election by shareholders’ section be recommended
for re-election by shareholders at the 2025 AGM.
Review of Chairman’s performance
The performance of the Chairman of the Board was assessed as part of the internal evaluation process via a questionnaire.
Following careful consideration, the Committee determined that the Chairman continued to perform effectively and that he should
be recommended for re-election by shareholders at the 2025 AGM.
Review of the Committee’s performance
The Committee undertook an evaluation of its own effectiveness, including that of the Chair of the Committee, as part of the
internal evaluation review, the findings of which were considered by the Committee at its September 2024 meeting. The Committee
was satisfied with the results of the evaluation and is confident it continues to operate and perform appropriately and fulfil its
responsibilities. The Committee noted that it functioned well, with smooth operations and effective facilitation of meetings,
supported by relevant agenda setting, and that the Committee effectively addressed necessary succession planning while being
mindful of different local regulatory requirements.

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Strategic Report
Governance Financial Statements Additional Information
Membership of Audit Committee and meeting attendance
Committee membership Date of membership No. of meetings attended
Jonathan Muir (Chair) 24 February 2018
4/4 scheduled and 4/5 ad hoc
***
Hanna Loikkanen 24 February 2018
4/4 scheduled and 5/5 ad hoc
Cecil Quillen 24 February 2018
4/4 scheduled and 5/5 ad hoc
Andrew McIntyre
*
15 March 2024
3/3 scheduled and 4/5 ad hoc
***
Maria Gordon
**
20 September 2024
1/1 scheduled and 1/1 ad hoc
*
Andrew McIntyre was appointed as an Independent Non-executive Director and as a member of the Committee on 15 March 2024.
**
Maria Gordon was appointed as an Independent Non-executive Director and as a member of the Committee on 20 September 2024.
***
Andrew McIntyre and Jonathan Muir were unable to attend one ad hoc meeting each during the year due to pre-existing commitments. Andrew and Jonathan had access to all
relevant materials prior to the meeting and provided comments prior to and after the meeting.
The skills and experience each member contributes can be found on pages 120 to 123.
All members of the Committee are Independent Non-executive Directors of the Board. They, and any other Non-executive Directors
of the Board, have the right to attend meetings. The CEO, CFO and CRO, and other members of management, may be invited to
attend meetings to provide insight into key developments. The CEO, CFO, CRO, Head of Internal Audit, CLO, UK General Counsel,
Company Secretary and representatives of the External Auditor are regular attendees.
In accordance with the UK Corporate Governance Code, we are pleased to confirm the Committee meets the requirements of
comprising at least three independent Directors. Furthermore, the Board is satisfied that both Jonathan Muir and Andrew McIntyre
have recent and relevant financial experience.
The Committee as a whole has competence relevant to the financial and banking sector in which the Company operates, and holds
the relevant combination of skills and experience to discharge its responsibilities.
Audit Committee Report
Ensuring robust financial reporting and internal controls to support
the long-term success of the Company.
Collaboration with the Risk Committee
The Committee also works closely with the Risk
Committee to ensure both are updated and aligned on
matters of common interest, maintaining a broad and full
view of the Group’s risk management and internal control
matters. During 2024, joint meetings of the Risk and
Audit Committees were held quarterly.
Since year-end, it was resolved to further formalise
information sharing between the Risk and Audit
Committees by updating the Terms of Reference of the
Risk and Audit Committees to ensure there is a member
of the Risk Committee on the Audit Committee and
vice versa, and that the Audit Committee’s Terms of
Reference are more clearly delineated on operational risk.
Key objectives
The Audit Committee is delegated by the Board
to have overall non-executive responsibility for the
oversight of audit-related matters. The Committee’s key
responsibilities include:
• Ensuring the integrity of the Company’s financial and
non-financial reporting.
• Ensuring disclosures are fair, balanced and
understandable.
• Ensuring adequacy and effectiveness of our systems
of internal controls.
• Ensuring appropriate compliance monitoring.

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Annual Report 2024 Lion Finance Group PLC
Governance
Focus of future activities
The Committee’s focus for 2025 will include:
• Approving the financial statements for the year ended
31 December 2024.
• Reviewing key areas of financial judgement and
estimates used by management.
• Monitoring key areas of financial and control risk and
ensuring adequate and effective controls are in place.
• Assisting the Board in reviewing the effectiveness of
the Group’s risk management and internal controls.
• Reviewing the performance of the External Auditor.
• Reviewing the performance of Internal Audit and
monitoring progress of the Internal Audit Plan.
• Overseeing compliance with the new 2024 UK
Corporate Governance Code, including management’s
recommendations in relation to internal control and risk
management as set out in the upcoming Provision 29.
• Providing required reporting and assurance on the
acquisition of Ameriabank.
• Ensuring Ameriabank is integrated into the risk,
reporting and internal control framework of the Group.
• Enhancing Internal Audit Group reporting.
• Monitoring the transition of External Auditor from EY
to PwC.
• Ensuring appropriate whistleblowing procedures
and monitoring any developments.
• Reviewing procedures for detecting and reporting
on fraud.
• Monitoring and reviewing the effectiveness of the
Internal Audit function.
• Approving the Internal Audit Plan.
• Considering an independent third-party review of the
Internal Audit function.
• Ensuring the Company complies with audit tender and
rotation obligations.
• Determining the External Auditor’s remuneration,
terms of engagement, independence and conflicts, and
ensuring it has appropriate qualifications, experience
and resources.
• Reviewing the External Auditor’s effectiveness.
• Monitoring, reviewing and approving any non-audit
services and associated fees.
The Committee’s Terms of Reference setting out its role
and authority can be found at https://lionfinancegroup.
uk/leadership-and-governance/documents/.
Ameriabank acquisition, impact of sanctions and accounting/
valuation for repossessed assets.
We reviewed and challenged management across a number
of areas during 2024, including the monitoring of the
control framework in the changing environment. We have
overseen work on critical areas such as loan loss provisions
and the accounting treatment of key non-recurring items.
The Committee heard how management assessed the ECL
provision in light of current economic conditions, and challenged
the assumptions and controls around the model used to assess
their impact. An update on the ECL provision was provided at
regular Committee meetings, with further updates provided
at ad hoc meetings to review and approve the quarterly and
annual financial results.
Internal controls and the new 2024 UK Corporate
Governance Code
At each quarterly Committee meeting, we discussed the
implementation of and compliance with the new UK Corporate
Governance Code issued in January 2024. A dedicated working
group has been established to ensure the Company is well
positioned and, where needed, has started to implement
Dear Shareholders,
I am pleased to report on the activities of the Audit Committee
(the ‘Committee’) throughout 2024 on behalf of the Board,
and to provide details on how the Committee operated and
discharged its responsibilities.
Financial statements
Our role is to recommend the financial statements to the Board
and review the Group’s financial reporting and accounting
policies, including formal announcements and trading
statements relating to the Company’s financial performance.
We continued to ensure the integrity of the Company’s
published financial information, and reviewed the judgements
made by management and the assumptions and estimates on
which they were based.
The Committee receives a report at each meeting on specific
areas of accounting and quality of earnings, and where
material judgement has been applied. These areas are
discussed, challenged and the opinion of the External Auditor
sought before final conclusions on appropriate treatment are
reached. Such areas in 2024 included expected credit loss (ECL)
provisions and impairments, bargain purchase in relation to the
Jonathan Muir
Chair of Audit Committee
We have reviewed and challenged management
across a number of areas during 2024, including
the monitoring of the control framework in the
changing environment.

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Strategic Report
Governance Financial Statements Additional Information
Acquisition of Ameriabank CJSC
We undertook extensive work in respect to the Ameriabank
acquisition to ensure appropriate due diligence, feasibility,
working capital and reporting. Prior to the acquisition the
Committee received updates from management regarding
its findings during the due diligence process, as well as on the
process of fair valuation of Ameriabank’s assets and liabilities.
The accounting methodology adopted by Ameriabank was
reviewed and considered appropriate. Since completion, we
have received regular updates from management regarding
Ameriabank’s auditor and audit process, advice regarding the
bargain purchase and subsequent accounting treatment of
the acquisition-related adjustments, and on the preparation of
consolidated accounts.
During 2025 we will focus on ensuring the continued integration
and enhancement of the Group’s financial reporting and risk
and control processes. Further information on the acquisition of
Ameriabank can be found in the Strategic Report on page 13.
Committee composition
In accordance with succession planning, we welcomed
Andrew McIntyre and Maria Gordon as members of the Audit
Committee during the year. Andrew was appointed following
a comprehensive search for a new Non-executive Director with
the required expertise and financial experience to succeed as a
potential Audit Committee Chair in the future – and, since then,
he has been working closely with me, providing valuable insight
particularly throughout the external audit tender process and
work on the project to implement process and documentation
in relation to the new 2024 UK Corporate Governance Code.
Maria also has significant listed-company and audit experience
to complement that of the existing members.
More information of the appointment process is available in the
Nomination Committee Report on page 129 to 130.
Since year-end and with effect from 7 April 2025, to enhance
information sharing between the Audit and Risk Committees,
Andrew McIntyre, a member of the Audit Committee, was
appointed as a member of the Risk Committee and Véronique
McCarroll, a member of the Risk Committee, was appointed
as a member of the Audit Committee. On 7 April 2025 it
was further announced that Karine Hirn was appointed as a
member of the Audit Committee and Cecil Quillen stepped
down as a member of the Audit Committee.
Work with the Risk Committee
We have continued to work closely with our colleagues on the
Risk Committee on matters including liquidity, capital adequacy,
risk registry, AML and sanctions compliance, whistleblowing,
information security, cybersecurity and overall compliance. The
Committees have overseen the work to align the new 2024 UK
Corporate Governance Code requirements with the Bank of
Georgia Risk Register.
The Committee will continue to play an active role in overseeing
the development of the Group’s risk management and internal
control processes during 2025.
Further detail of the Committee’s work during the year is set
out in the following report.
Jonathan Muir
Chair of the Audit Committee
14 April 2025
appropriate documentation and process changes in relation to
internal control and risk management, as set out in Provision 29,
by 2026. We provided management with support and guidance
in relation to this project and are satisfied with the progress
made – this will continue to be a key area of focus during 2025.
Further information can be found on page 144 of this report.
Together with the Risk Committee we are responsible for
ensuring the Group maintains a risk-aware culture. We receive
regular reports on financial crime risk management, including
fraud risks and sanctions compliance, information security and
data protection risks, and compliance-related matters, among
others. These will continue to be areas of focus in 2025.
Internal Audit
During the year we have continued to oversee the role
and effectiveness of the Internal Audit function. We have
reviewed and approved Bank of Georgia’s Internal Audit
Plan and its execution for 2024, and approved the Internal
Audit Plan for 2025. We recognise the importance of the
Internal Audit function to the control environment and have
been working closely with Bank of Georgia’s Head of Internal
Audit to further enhance the outputs during the year. At
each meeting, the Committee also reviews key audit findings,
challenging management where appropriate, and ensuring that
remediation plans are in place and executed in a timely manner.
With Ameriabank now part of the Group, the Committee
received an update from Ameriabank’s Director of Internal
Audit on Ameriabank’s Internal Audit 2024 Evaluation, his team,
and the 2025 Internal Audit Plan.
Further information on our work with Internal Audit is available
on page 140.
Viability statement
We have also received reports and held regular discussions
regarding the ongoing viability of the Company and its
liquidity status. The Committee continued to focus on the
key issues relevant to the Group’s financial reporting, and
worked with management and EY to review any changes
required in response to the introduction of new accounting
or regulatory guidance.
Further information on our work and the process in assessing
the viability statement is available on page 143.
External audit
We oversee the relationship with EY, the Group’s External
Auditor – reviewing its effectiveness, independence, objectivity
and compliance with ethical, professional and regulatory
requirements. We reviewed and approved the 2024
audit plan and audit fees, and continue to monitor
management’s responsiveness to the External
Auditor’s findings and recommendations.
External audit tender
During 2024 we commenced and led a formal competitive
tender process for the role of the Group’s External Auditor.
The recommendation of appointing PwC was approved by the
Board as announced on 13 December 2024, with shareholder
approval to be sought at the 2026 AGM – subject to which PwC
will audit the Group’s financial statements for the year ending
31 December 2026. To ensure a smooth transition, PwC will
shadow EY during the audit for the year ending 31 December
2025. An overview of the tender process can be found on pages
141 of this report.
Throughout 2025 we will monitor PwC’s shadowing of EY and
the effectiveness of EY as the External Auditor, and will report
on our findings for the financial year ending 31 December 2024
in next year’s Annual Report and Accounts.

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Key Committee meeting topics during 2024
March June September December
• Internal Audit performance.
• Internal Audit KPIs
and KBOs.
• Internal Audit Plan progress
and findings.
• Compliance with new Global
Internal Audit Standards.
• Internal Audit Plan.
• Finance and accounting
update, including
Ameriabank acquisition and
external audit tender.
• Litigation update.
• Compliance with new 2024
Code requirements and
Provision 29 readiness.
• 2023 Annual Report
and Accounts.
• External Auditor update
including non-audit fees.
• Internal Audit progress
and findings.
• Internal Audit Plan update.
• New Global Internal Audit
Standards update.
• Finance and accounting
update, including external
audit findings and
repossessed assets
valuation approach.
• Litigation update.
• Compliance with new 2024
Code requirements and
Provision 29 readiness.
• External Auditor update,
including interim reporting
and external audit tender.
• Internal Audit progress and
findings.
• New Global Internal Audit
Standards update.
• Internal quality assessment.
• Finance and accounting
update, including valuation
approach and external
audit tender.
• Litigation update.
• Compliance with new 2024
Code requirements and
Provision 29 readiness.
• External Auditor update.
• External Auditor
effectiveness review.
• Audit Committee-owned
policies and Terms of
Reference review.
• Committee effectiveness
review.
• Internal Audit progress and
findings.
• Internal Audit Plan
and budget.
• Internal Audit engagement
results.
• New Global Internal Audit
Standards update.
• Internal quality assessment.
• Finance and accounting
update, including
stress testing.
• Litigation update.
• Compliance with new 2024
Code requirements and
Provision 29 readiness.
• Bank of Georgia Risk Register.
• External Auditor update,
including the external audit
plan, fees and independence.
• External audit tender update.
• Data protection update.
During the year the Audit Committee met with the External Auditor and Internal Audit without management present. At their joint
meetings, the Audit Committee and Risk Committee received updates on the following topics: AML and sanction compliance risk
management, risk registry, GRAPE letter, viability report and stress testing, whistleblowing, information security and mandatory
training.
Key activities during the year
Topic Summary of activity Find out more (where applicable)
External audit • Oversaw the external audit process and a review of the
effectiveness of the external audit.
Pages 140 to 142.
External audit tender • Led a formal competitive tender process for the role
of the Group’s External Auditor and recommended the
appointment of PwC to the Board.
Page 141.
Internal audit functions • Reviewed the Internal Audit function, plan, KPIs, progress,
risk assessment and follow-up methodology and structure.
• Enhanced the interaction between Internal Audit
and management.
• Enhanced Internal Audit reporting.
• Reviewed reports of internal audits and monitored follow-up
actions arising.
• Monitored the implementation of the New Global Internal
Audit Standards.
• Approved the annual Internal Audit Plan and budget for
2023 and 2024.
• Approved Internal Audit function KPIs.
• Reviewed the Internal Audit balance scorecard and
issues statistics.
• Approved amendments to the Internal Audit Charter.
• Monitored and reviewed the effectiveness of the Internal
Audit function, including overseeing an independent review.
Page 140.
Capital distribution • Reviewed the capital distribution proposals in relation to
share buybacks and dividends.
–
AML and sanctions compliance
risk management
• Oversaw the enhancement of the Group’s AML and
sanctions compliance risk management – including the
assurance of Ameriabank – in conjunction with the
Risk Committee.
Page 148.

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Topic Summary of activity Find out more (where applicable)
Risk Register • Oversaw the implementation of a Bank of Georgia Risk
Register to act as a central inventory point of all key risks and
internal controls, in conjunction with the Risk Committee.
Pages 148.
Regulatory and governance
updates
• Reviewed the latest regulatory developments and the work
undertaken in relation to internal controls, the Code, the NBG
and Accounting Standards.
Page 144.
Governance • Reviewed governance processes and policies and the
Committee’s Terms of Reference.
• Reviewed the effectiveness of the Committee and monitored
the implementation of the new 2024 UK Corporate Governance
Code requirements, with a focus on Provision 29 readiness.
Page 144.
Financial reporting • Reviewed the appropriateness and disclosure of accounting
policies and practices.
• Reviewed the 2023 Annual Report and Accounts content
and advised the Board on whether it was fair, balanced
and understandable.
• Reviewed the ECL provisions for the acquisition of Ameriabank.
• Reviewed the accounting treatment of a number of significant
items, including advisory fees received at G&T, valuation of
repossessed assets and various items relating to the acquisition
of Ameriabank.
• Reviewed the Company’s annual and interim financial
statements and quarterly accounts relating to the Company’s
financial performance, including a review of the significant
financial reporting policies and judgements therein.
• Reviewed the stress scenarios of the ongoing economic
environment and the continuing Russia-Ukraine war.
• Reviewed and recommended the going concern and viability
statements to the Board for its approval.
Pages 139 to 144.
Litigation • Reviewed litigations that could be material to the Company,
and whether provisions for contingent liabilities were required
in respect of such cases.
Note 23 on page 268.
The Committee also received regular reports on information security strategy, data protection and cyber risks.
Significant issues considered by the Committee in relation to the financial statements
During the year the Committee received detailed reporting from the CFO and the External Auditor in respect of management’s
judgements, reporting and audit in relation to the financial statements. The Committee and the External Auditor, without
management present, discussed the key areas of audit focus, the suitability of the accounting policies adopted, and whether
management’s key reporting estimates and judgements were appropriate. Considering the External Auditor’s assessment of risk,
and using its own independent knowledge of the Group, the Committee reviewed and challenged, where necessary, the actions,
estimates and judgements of management in relation to the preparation of the financial statements.
The table below provides a summary of the significant issues discussed with the Committee in 2024:
Issue How it was addressed
Acquisition of Ameriabank and
related accounting treatment
The Committee reviewed and approved all significant accounting judgements and estimates
related to Ameriabank business combination accounting, including among others:
• Independent third-party involvement to estimate the fair values of the acquired assets
and liabilities.
• Obtaining external audit opinion on ‘Day-2’ ECL recognised and negative goodwill recorded
on acquisition.
• Obtaining external audit opinion on the subsequent accounting for business combination
date adjustments.
ECL provisions The Committee reviewed the controls around the development of the model used to assist in
determining the appropriate provisions. Key inputs of the model, including economic scenarios
and management overlays, were reviewed. The Committee assessed outputs against peers and
industry, and sought external audit opinion and views on the model and its output. The Committee
reviewed and challenged the judgements used and the resolution of any model deficiencies.
Revenue recognition The Committee ensured automated controls around key revenue recognition processes operated
effectively throughout the year. Analytical reviews were performed to identify significant
deviations, and unusual trends were investigated further. Any judgemental areas related to
revenue recognition were approved by the Committee.

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the Central Bank of Armenia and a fully compliant status had
been received.
In addition, the Chair of the Audit Committee has engaged
with the Chair of Ameriabank’s Audit Committee outside
formal meetings and will continue to do so to share feedback
and discuss ongoing matters and results.
External audit
The Committee oversees the external audit process on behalf
of the Board. During its oversight and review the Committee:
• approved the annual external audit plan, which included setting
the areas of responsibility, scope and key risks identified;
• oversaw the audit engagement, including the degree to which
the External Auditor was able to assess key accounting and
audit judgement;
• reviewed the findings of the external audit with the External
Auditor, including the level of errors identified;
• monitored management’s responsiveness to the External
Auditor’s findings and recommendations;
• reviewed the qualifications, expertise and resources of the
External Auditor;
• monitored the External Auditor’s independence,
objectivity and compliance with ethical, professional
and regulatory requirements;
• reviewed audit fees;
• monitored the rotation of key partners in accordance with
applicable legislation; and
• recommended the reappointment of the External Auditor.
External Auditor fees
The total fees paid to EY in the year ended 31 December 2024
were GEL 3,794 million, of which:
Audit services
• GEL 1.341 million – audit of these financial statements
• GEL 1.192 million – audit of financial statements of subsidiaries
Non-audit services
• GEL 0.606 million – audit-related services
• GEL 0.655 million – other non-audit services
Further disclosure on the remuneration paid to EY can be found
in Note 27 on page 274.
Additional information regarding Non-audit services and
Auditor independence is detailed below.
Auditor independence
In accordance with the Minimum Standard and the Code,
the Committee formally assessed the independence of EY.
This included the review of a report from EY confirming its
arrangements to identify, report and manage any conflicts of
interest, its policies and procedures for maintaining independence
and monitoring compliance with relevant requirements, and the
review of the value of the non-audit services it provides.
The Committee also reviewed and discussed EY’s independence
in respect to the non-audit services provided during the year.
The Committee received an update from EY confirming its
continued independence, and agreed that it remained satisfied
of this. EY has also confirmed its independence throughout the
year within the meaning of the regulations on this matter and
in accordance with its professional standards.
As indicated in Note 27 to the Consolidated Financial
Statements on page 274, the total fees paid to EY for the year
ended 31 December 2024 were GEL 3.794 million, of which GEL
0.655 million related to work other than the audit of year-end
or review of the interim accounts.
The Committee asserts that occasionally engaging EY for non-
audit work is the most efficient method of having those services
delivered, and does not consider that this work compromises EY’s
independence. Further information regarding non-audit services
can be found below.
FRC Minimum Standard
The Committee considered the FRC’s Audit Committees
and the External Audit: Minimum Standard (the ‘Minimum
Standard’) issued in May 2023, and confirms that the
Committee’s activities during the year – including the external
audit tender process – have been performed in compliance.
For more information on the application of the Group’s
accounting policies see Note 3 on pages 207 to 219.
Internal Audit
On behalf of the Board, the Committee is responsible for
overseeing the Group’s Internal Audit functions – which provide
independent assurance over the adequacy and effectiveness
of the systems and processes of risk management and control
across the Group’s subsidiaries. The objective of Internal Audit is
to strengthen the Group’s ability to create, protect and sustain
value by providing the Board and management with independent,
risk-based, and objective assurance, advice, insight and foresight.
Bank of Georgia’s Internal Audit is led by the Head of Internal
Audit, who reports functionally to the Chair of the Audit
Committee and administratively to the CEO. She has direct
access to the Committee and the opportunity to discuss matters
without other members of management present. The Committee
also monitors the staffing of Bank of Georgia’s Internal Audit
function, as well as the team’s qualifications and experience.
Ameriabank’s Internal Audit is led by the Director of Internal
Audit department, who has a dual reporting line to the Chair of
Ameriabank’s Audit Committee (who is also a Non-executive Director
of the Board) as well as to the Chair of the Audit Committee.
The Committee continues to monitor the scope, extent, and
effectiveness of the Internal Audit functions within the Group’s
principal operating subsidiaries and receives regular updates on
audit findings, corrective measures, and follow-ups. It reviews and
approves internal audit policies and plans, which are designed
using a risk-based approach and are aligned with the Group’s
overall strategy. In certain cases, the Committee invites heads of
divisions and departments to present their responses to internal
audit findings.
The Committee has considered the quality of reporting by Bank
of Georgia’s Internal Audit and its ability to address matters
requiring action and remediation. In addition, the independent
assessment of the function confirmed its independence and
many areas of compliance with international standards, while
identifying areas for improvement. These formed the basis of
an action plan to enhance efficiency and overall effectiveness.
The effectiveness of the Internal Audit functions is continually
monitored using a variety of inputs reported on a quarterly
basis, including quality of reports, status of completion of
audit plans, and execution of remediation actions. In addition,
regular meetings are held between the Audit Chair and Bank
of Georgia Head of Internal Audit to discuss ongoing matters
and results. The Audit Chair will also engage with Ameriabank’s
Director of Internal Audit.
During the year, the Committee placed additional focus on
enhancing the interaction between Bank of Georgia’s Internal
Audit and management, and made suggestions to improve
internal audit reporting by including a management response.
The Committee is pleased to have seen positive progress with this
during the year and has concluded that Bank of Georgia’s Internal
Audit function is effective and retains appropriate independence.
Given the acquisition of Ameriabank at the end of March
2024 and the rest of 2024 being considered as a transition
period, the Committee received an update from Ameriabank’s
Director of Internal Audit on Ameriabank Internal Audit 2024
Evaluation, his team and the 2025 Plan. The Committee noted
Ameriabank’s internal audit team structure and the internal
audit continuous professional development was noted. The
Committee also noted that external effectiveness reviews
of the internal audit function had been carried out, and that
this was also required by standards. As well as internal review
processes taking place, a review had also been performed by

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Governance Financial Statements Additional Information
after seeking assurance from EY that it remained independent.
During the year, due to the complexity of the tender process,
a further waiver was obtained from the NBG to extend the
mandatory rotation period to 2026.
During 2024, the Committee commenced and led a formal
competitive tender process for the role of the Group’s External
Auditor. The recommendation of PwC was approved by the Board
as announced on 13 December 2024, with shareholder approval
to be sought at the 2026 AGM. Subject to this, PwC will audit the
Group’s financial statements for the year ending 31 December
2026 and will shadow EY during the audit for the year ending
31 December 2025. The Committee will monitor the transition.
The external audit tender process is detailed below:
Non-audit services
The Committee’s Non-audit Services Policy safeguards the auditor’s
independence and objectivity. This policy was reviewed and updated
in September 2024 and was confirmed as in accordance with the
FRC Ethical Standard issued in January 2024, which limits the
non-audit services the External Auditor may provide.
The provision of non-audit services by our External Auditor
aligns with the current EU Statutory Audit regime, the FRC
Ethical Standard 2019 and 2024 (the ‘Ethical Standard’), the
International Accounting Standards, the UK Listing Rules and the
Code. Except in very narrow circumstances, any work other than
for the audit or review of interim statements to be undertaken by
the External Auditor now requires authorisation by the Committee
– which properly assesses potential threats to the independence
of the External Auditor and the safeguards applied in the Ethical
Standard. The Policy is available on our website at https://
lionfinancegroup.uk/leadership-and-governance/documents/.
EY undertook non-audit services of direct benefit to shareholders,
in the form of assurance work carried out in connection with
the announcement of the Company’s 2024 half-year results. EY
also undertook non-audit services in respect of the acquisition
of Ameriabank and the issuance of US$ 300 million AT1 notes.
It was considered that EY was best placed to execute the
work within the required timeframe (particularly in light of the
geopolitical environment) due to its scale, quality, experience and
independence. As the level of costs incurred in connection with the
acquisition was likely to exceed the 70% non-audit services fee cap
provision of the Ethical Standard, EY requested a waiver from the
FRC in respect of US$ 950,000 of fees for reporting accounting
work in connection with the Ameriabank transaction. As the work
started at the end of 2023 and ran into early 2024, the waiver
covered both financial periods. EY also requested a subsequent
waiver from the FRC in respect of the non-audit services provided in
respect of the redemption of AT1 notes. Both waivers were granted.
In December 2024, EY informed the Committee that it
identified that non-audit services prohibited under the FRC’s
Ethical Standard were provided by Ernst & Young LLC (EY
Georgia) during 2024 and in prior years. The service provided to
the Group related to the translation of the full year and interim
financial statements of JSC Bank of Georgia from English into
Georgian for local regulatory submission purposes. This service
has now been ceased. The Committee recognised that this was
a minor breach and EY remains independent.
The Committee recognises and supports the importance of
auditor independence. It reviewed EY’s performance of non-
audit services during 2024 and is satisfied that it did not, and
will not, impair its independence.
The value of non-audit services work by EY was GEL 0.655
million in 2024 (2023: GEL 4.620 million), representing
approximately 17.3% of the total fees paid to EY as set out
in Note 27 to the Consolidated Financial Statements on
page 274.
Audit tender and lead partner rotation
EY was appointed as auditor of Lion Finance Group PLC in
2018 and reappointed by shareholders at the 2024 AGM. The
Committee was also authorised to set the remuneration of the
auditor, with 97.95% and 98.65% of votes in favour for each
resolution respectively.
Since the rotation of the audit partner during 2021, Peter
Wallace has served as the lead audit partner for the Company.
Although the Group was not required by UK requirements to
put the external audit contract out to tender before 2027, the
transition rules of the NBG required EY to rotate out following
the 2022 audit. The Chair of the Committee led a thorough,
carefully considered process, resulting in the identification
of a preferred and second-choice audit firm. However, due
to the impact of the Russia-Ukraine war, neither was able to
effectively support the Bank or accept the position.
During the process a two-year waiver was applied for and was
granted by the NBG in respect of the mandatory audit rotation,
allowing EY to remain in place for the 2023 and 2024 audits
Stage 1: Audit tender planning
The Committee agreed that a competitive external audit tender process
would be undertaken and aimed to complete this by the end of 2024. This
would enable the firms to exit relationships which may cause conflict, in
accordance with the Minimum Standard, and to give the incoming firm a
long period of shadowing to ensure a smooth and transparent handover.
Subject to shareholder approval, the selected firm will audit the Group’s
financial statements for the year ending 31 December 2026.
Stage 4: Meeting and presentations
Discussions were held with the prospective firms. Each gave an in-
person presentation attended by members of the Committee, the CFO,
members of the Finance team and the UK General Counsel.
The proposed engagement partner(s) from the firm attended the
relevant presentation, and attendees questioned the prospective firms
on their quality, their capabilities and resources to manage the audits.
Firms also took the opportunity to ask questions of the Committee, the
Finance team and the UK General Counsel.
Stage 2: Shortlisting firms
The Committee considered a number of candidates and agreed to
approach four – one of which was a challenger firm.
Tender documents and supporting information were sent to shortlisted
firms alongside requests for independence. Tenderers were given
information on the Company, the Group, risk management systems
and other matters they enquired about, as well as access to individuals
including the CFO and Head of Internal Audit.
Stage 6: Recommendation
The Committee recommended to the Board the two selected firms,
with a justified preference for PwC based on its technical competence,
depth of resources and matters listed in the criteria. The Board
reviewed the Committee’s recommendation and approved the
appointment of PwC, subject to shareholder approval at the
2026 AGM.
Stage 5: Evaluation
The Committee reviewed the proposals and presentations, and
information and views were collated. An evaluation of the prospective
firms was completed, taking into consideration the listed criteria.
Stage 3: Proposal documents
Proposals were received from two firms and included:
• approach to ensuring overall audit quality;
• approach to areas of key judgement and higher audit risk, as
identified during the tender process, review of financial statements
and Annual Report and understanding of the Group’s business and
operating environment;
• quality, experience and fit with the Company of the lead partner(s),
the team and the firm, and balance between the local team in
Georgia, Armenia and UK-based resources;
• approach to managing the audit (as further detailed in the
Invitation to Tender);
• performance during the proposal process, including quality of
challenge and questions; and
• value for money of the provided services.

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The following key stakeholders were engaged with during the external audit tender:
FRC NBG
The Company’s
Auditor
External
audit firms
The Company made announcements to shareholders on the LSE and displayed on its website the undertaking of the competitive
external audit tender and the outcome.
During 2024 the Company complied with the Statutory Audit Services for Large Companies Market Investigation (Mandatory Use
of Competitive Tender Processes and Committee Responsibilities) Order 2014, which relates to the frequency and governance of
tenders for the appointment of the External Auditor and the setting of a policy on the provision of non-audit services.
During the year the Committee reviewed and approved the
external audit plan for 2024, which was presented by EY
together with its key areas of risk and details of the proposed
audit approach.
External Auditor effectiveness
The Committee and management undertake a formal
questionnaire to provide feedback on the external audit
process. The Committee reviews the findings and, where
necessary, arranges follow-up sessions to obtain further
information. In addition, the Committee has an established
framework for assessing the effectiveness of the external
audit process. This includes:
Auditor reappointment
There are a number of areas the Committee considers in
relation to EY as the External Auditor: its performance;
reappointment and length of service; effectiveness of the
external audit process; independence and the provision of non-
audit services; objectivity; and remuneration.
The Committee reviewed and made a recommendation to
the Board in relation to the continued appointment of EY
as the External Auditor of the Group’s financial statements
for the year ending 31 December 2025, and approved EY’s
remuneration and terms of engagement for the 2024
financial year.
External Auditor
Assurance from the
External Auditor
covering independence
(further information
available on pages
140 to 141), matters
raised in the FRC’s
Annual Quality Review
inspection reports and
remedial actions taken
by EY.
Management
Management will take
part in and receive the
output from a survey
of those involved in
the external audit
process. Assurance on
the disclosure process
from the provision of
information to the
auditors is sought from
the CEO and CFO to
ensure disclosures
are appropriate.
Audit process
Delivery of the
audit plan and
Independent Auditor’s
Report, including
the materiality level
set by the External
Auditor and the
process to identify
financial statement
risk and key areas
of focus, is assessed
throughout the year.
There are regular
communications
between the External
Auditor and both
the Committee and
management, including
discussion of regular
papers prepared by
management and
EY. Assurance on the
operation of the audit
quality process at EY is
received and reviewed
by the Committee.
Audit Committee
The Committee
assesses the output
of the annual
effectiveness
evaluation to identify
any opportunities of
improvement or areas
of concern. In addition,
the Committee reviews
the output from the
survey on the external
audit process and
discusses findings
with EY. A review of
the final audit report
is undertaken, noting
key areas of auditor
judgement and the
reasoning behind them.
The Committee has
regular discussions
with EY without
management present,
and with management
without EY present,
to discuss the external
audit process.
Outcome
Following consideration of all elements of the external audit effectiveness review process, in addition to the engagement
and communication between the Committee, management and the External Auditor – the Committee confirmed it was
satisfied that the external audit process provided by EY had been delivered effectively. The Committee concluded that EY
had demonstrated a depth of knowledge and good discussion of critical accounting policies while providing constructive,
independent and objective challenge to management. The Committee recognised EY as a key and valuable adviser.
The Committee is satisfied that the relationships between the External Auditor and management allow for scrutiny of
views on both sides, and is pleased the evaluation highlighted the ability and willingness of the External Auditor to challenge
management’s views in a constructive and proportionate manner.
The Committee recommended to the Board that EY be reappointed as auditor of the Company, and the Directors will be
proposing the reappointment and determination of EY’s remuneration at the 2025 AGM.

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Assessing the Group’s viability
In assessing the Group’s viability over the three-year time
horizon the Committee considered different types of
information, including:
• The Group’s business model and strategic plans.
• Current capital position and projections over the
relevant period.
• Liquidity and funding profile and projections over the
relevant period.
• The Group’s risk profile, including any breaches of risk
appetite, and principal and emerging risks that could have a
significant negative impact on the Group.
• The effectiveness of the Group’s risk management
framework and internal control processes.
• Stress testing and reverse stress testing.
Our full viability statement can be found on page 105.
Whistleblowing, conflicts of interest, anti-bribery and
anti-corruption, and data protection
The Committee ensures there are effective whistleblowing
procedures in place. The Whistleblowing Policy is reviewed
annually and allows employees and stakeholders to
anonymously raise concerns about business practices. The
Group uses an advanced, independent whistleblowing reporting
channel and case management tool, WhistleB. The Company
continued to promote the importance of the whistleblowing
process and procedures to employees.
In line with the Code, responsibility for the whistleblowing process
sits with the Board. The Committee continues to monitor the
use of the system. Updates on whistleblowing procedures, the
actions undertaken to promote the WhistleB platform, and
the case management tools are provided to the Committee
quarterly. Reports on specific cases reported are reviewed as well
as statistics of reports received via the platform. The Committee
also received reports on any Code of Conduct and Ethics
violations. Details of reports received through the WhistleB
platform can be found on page 47.
The Committee reviews the Group’s Anti-bribery and Anti-
corruption Policy and procedures and receives reports from
management on a regular basis in relation to any actual or
potential wrongdoing.
The Committee also continues to oversee compliance with
GDPR and receives regular updates regarding data protection.
Risk management and internal controls
Although the Board assumes ultimate responsibility for the
Group’s risk management and internal control framework,
its work is supported by the Audit Committee and the Risk
Committee. The Audit Committee assists the Board in fulfilling
its responsibility to review the adequacy and effectiveness of
the controls over financial reporting.
With the ongoing Russia-Ukraine war and wider geopolitical
developments, the Committee kept the evolving sanctions
landscape under review and ensured compliance with applicable
requirements of international regimes. The Group’s compliance
programme ensured there were processes in place to manage
these risks.
The Committee is supported by a number of sources of
internal assurance within the Group in order to discharge its
responsibilities. Risks are regularly reviewed and management
provides updates to the Committee on how they are managed
within particular business areas. It also receives reports from
the Internal Audit team and reports on any compliance issues
and litigation updates from the Group CLO.
The Internal Audit Plans for 2024 and 2025 included a
thorough risk heatmap. The Committee received updates on
the new steps required to ensure compliance with the Global
Internal Audit Standards and requested to receive updates at
each quarterly Committee meeting. An external conformity
assessment will be required by December 2026 and the
Committee is discussing this with management.
Meetings with the auditors
During the year the Committee met privately, without
management present, with EY and the Head of Internal Audit,
and the Chair of the Committee held discussions with the
lead audit partner in advance of such meetings. These private
meetings encouraged discussion of any concerns in more detail,
directly with the External Auditor and the Head of Internal
Audit. The Chair of the Committee maintained regular dialogue
with the External Auditor throughout the year.
Going concern
The Group prepared forecasts, including various sensitivities,
taking into account the principal risks and uncertainties
identified on pages 95 to 104. Having considered these
forecasts the Directors remain of the view that the Group has
sufficient capital and access to capital to conduct its business
for at least the next 12 months. The Committee reviewed
the forecasts and the Directors’ expectations based thereon,
and agreed they were reasonable. Accordingly, the
Consolidated Financial Statements have been prepared
on a going concern basis.
Viability statement
In accordance with Provision 31 of the Code, the Board is
required to make a statement in the Annual Report and
Accounts regarding the Group’s viability over a specified time
horizon. Details on our work in developing and assessing the
viability statement can be found below.
Developing a robust viability statement
In collaboration with the Risk Committee, and taking into
account FRC guidance, the Committee considered the
timeframe over which the viability statement should be
made and assessed the period of coverage – which it agreed
should be three years. This period is considered appropriate
as the budget and business processes are based on a
three-year horizon.
Stage 1: Risk identification
A review of the principal risks to viability over the period was
undertaken, including those that would impact the solvency
and liquidity of the Group either separately or jointly.
Stage 2: Risk assessment
Each identified risk was carefully reviewed in accordance
with our risk appetite, existing control framework and the
quantum of risk.
Stage 3: Scenario sensitivity analysis
Management undertook stress testing to review plausible
adverse events and circumstances and how these may
affect the business over the long term, as well as reverse
stress testing to consider what level of disruption may cause
the Company to fail.
Stage 4: Conclusions
The Committee considered the findings from the analysis.
The conclusion was presented to the Board to provide the
opportunity for review and challenge.

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During the year, key aims of the project included revising the
Group’s control assessment methodology in line with the new
2024 Code, implementing corrective actions and improvements
based on BDO’s findings and recommendations, and
completing the evaluation of essential controls to ensure
design effectiveness.
The Committee will continue to oversee this project during
2025, throughout which the focus will be on identifying a list of
material controls and designing the annual controls assurance
strategy, alongside continuous enhancement and improvement
of the control environment.
Fair, balanced and understandable reporting
The Committee reviewed drafts of this Annual Report
and Accounts to consider whether it is fair, balanced and
understandable, and whether it provides the information
necessary for shareholders to assess the Group’s performance,
business model and strategy. The Committee continued to
gain assurance that there is a robust process of review and
challenge at different levels within the Group to ensure balance
and consistency. Details of our process is set out below:
With respect to external assurance, the Committee reviews the
External Auditor’s reports – which include observations on risk
management and internal financial controls identified as part
of its audit.
The Committee also monitors the Group’s compliance with
corporate governance policies and procedures related to ABC,
conflicts of interest and whistleblowing.
Further information on our risk governance, risk management
and internal controls can be found on pages 93 to 94.
2024 UK Corporate Governance Code Provision 29 readiness
During the year the Committee received updates on the
implementation of the new 2024 UK Corporate Governance
Code requirements, and the progress being made to implement
the necessary changes to the Company’s risk management and
internal control frameworks to comply with Provision 29 ahead
of its implementation from 1 January 2026.
A dedicated working group under the CFO, led by a steering
committee, has been established to ensure the Company is well
positioned to comply with Provision 29. The ICFR team has been
entrusted with the responsibility of ensuring compliance. BDO
LLP (BDO) was engaged as a consultant to assist with the
implementation of the new 2024 Code requirements and the
Committee oversaw the scope of this engagement, receiving
progress updates at quarterly meetings.
Committee effectiveness
As part of the wider Board and Committee effectiveness review, the details of which can be found on pages 133 to 134 of the
Nomination Committee Report, an internally facilitated evaluation of the Committee’s and the Committee Chair’s effectiveness
was undertaken during 2024 via a questionnaire. The findings were considered by the Committee at its September 2024 meeting.
The review concluded that the Committee functioned well and had the appropriate composition to fulfil its duties. The interactions
between the Committee and the Board, management, Internal Audit and the External Auditor were also considered appropriate.
The Committee was pleased with the results of the evaluation and will continue to consider areas in which it can improve in
the future.
1. Audit Committee review
The Committee reviewed the Annual Report throughout the process and actively provided input and challenge to ensure
balance and consistency.
2. Report from the CFO
The Committee received a report from the CFO covering the financial statements within the Annual Report and Accounts,
including any amendments to areas of focus and any new accounting standards during the period.
3. Fair, balanced and understandable assessment
A fair, balanced and understandable assessment was prepared by management and presented to the Committee. In addition,
the overall message and tone of the Annual Report was discussed with the Group’s CEO and CFO, and the Committee
considered other information regarding performance presented to the Board during the period.
4. External audit review
The External Auditor presented the results of its audit work to the Committee.
5. Recommendation to the Board
The Board received and approved the Committee’s recommendation that a fair, balanced and understandable statement
could be made as detailed within the Directors’ Responsibility Statement on page 182.
Outcome
Following this review, the Committee believes the 2024 Annual Report and Accounts is representative of the year and presents
an understandable overview providing the necessary information for shareholders to assess the Group’s position, performance,
business model and strategy.

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Governance Financial Statements Additional Information
Membership of Risk Committee and meeting attendance
Committee membership Date of membership No. of meetings attended
Véronique McCarroll (Chair) 1 October 2018
1 January 2022 (Chair)
4/4 scheduled and 1/1 ad hoc
Alasdair Breach
*
24 February 2018 1/1 scheduled
Tamaz Georgadze 24 February 2018 4/4 scheduled and 1/1 ad hoc
Mariam Megvinetukhutsesi 12 March 2021 4/4 scheduled and 1/1 ad hoc
*
Alasdair Breach resigned as a Non-executive Director and as a member of the Committee on 15 March 2024.
The skills and experience each member contributes can be found on pages 120 to 123.
All members of the Committee are independent Non-executive Directors of the Board. Committee members and any other Non-
executive Directors of the Board have the right to attend Committee meetings. Other individuals – including the Chair of the Board,
Group CEO, CFO, CRO, other representatives of the Group’s risk function, the CLO, Internal Audit and the External Auditor – may be
invited to attend all or part of any meeting if deemed appropriate and necessary with the agreement of the Committee Chair. The
Bank’s CRO is David Chkonia, who has full access to the Committee and attends all meetings.
Risk Committee Report
Safeguarding the Group by ensuring a robust oversight of its ERM framework
and risk management activities.
Key objectives of the Committee
The Risk Committee is delegated by the Board to have
overall non-executive responsibility for the oversight of
risk-related matters and the risks impacting the Group.
The Committee’s key responsibilities include:
• Overseeing and advising the Board on all risk-
related matters, including risk management policies,
framework and infrastructure.
• Overseeing and advising the Board on all risk-appetite
matters, ensuring alignment with strategic objectives,
regulatory expectations and best practice.
• Reviewing the effectiveness of the Group’s risk
management framework and internal controls
systems (other than those overseen by the
Audit Committee).
• Reviewing and challenging the Group’s stress-testing
exercises and overseeing the Group’s approach to
conduct, fairness and preventing financial crime.
• Reviewing and challenging the principal and emerging
risks facing the Company and reviewing the principal
risks and uncertainties disclosures in the Half-year
and Annual Report.
Collaboration with the Audit Committee
During 2024, the Risk Committee continued to work
closely with the Audit Committee to ensure both
Committees are updated and aligned on matters of
common interest, maintaining a broad and full view of the
Group’s risk management and internal control matters.
Joint meetings of the Risk and Audit Committees were
held quarterly during the year.
Since year-end, it was resolved to further formalise
information sharing between the Risk and Audit
Committees by updating the Terms of Reference of both
Committees to ensure there is a member of the Risk
Committee on the Audit Committee and vice versa.
In conjunction with the Audit Committee, the Risk
Committee reviewed the viability statement as detailed
on page 105.
Focus of future activities
The Committee’s focus for 2025 will include:
• Closely monitoring critical risk exposures and emerging
risks, in the context of the macroeconomic, geopolitical
and regulatory landscape impacting the Group
including international sanctions risks, sectorial credit
risks, liquidity and climate risks.
• Continuing to oversee the integration of Ameriabank
in the Group’s risk governance framework.
• Continuing to support (in coordination with the Audit
Committee) the enhancement of the Risk Register to
provide a comprehensive view of risks and controls
within the Group.
The Committee’s Terms of Reference set out its role
and authority, and can be found on our website at
https://lionfinancegroup.uk/leadership-and-governance/
documents/.

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The Committee reviewed the updated Internal Capital
Adequacy Assessment Process (ICAAP) and Internal Liquidity
Adequacy Assessment Process (ILAAP), noting several key
changes since June 2023.
Bank of Georgia engages with the NBG and other stakeholders
on the impact of regulatory changes, and we are regularly
updated on key developments and compliance statuses.
Committee evaluation
In 2024, we conducted an internal effectiveness evaluation
of the Committee and are pleased with the results. We are
committed to continuous improvement and will carefully
consider the evaluation’s suggestions for further enhancing our
effectiveness throughout 2025.
Committee composition
Since year-end and with effect from 7 April 2025, there has
been a change to the membership of the Committee. To
enhance information sharing between the Audit and Risk
Committees and to help ensure common issues of interest
are addressed appropriately, Andrew McIntyre, a member of
the Audit Committee, was appointed as a member of the Risk
Committee and I was appointed as a member of the Audit
Committee. Our Terms of Reference have been updated to
reflect the cross-membership.
Further detail of the Committee’s work during the year is set
out in the following report.
Véronique McCarroll
Chair of the Risk Committee
14 April 2025
Dear Shareholders,
As the Chair of the Risk Committee (the ‘Committee’), I
am pleased to report on its activities and focus during 2024
on behalf of the Board, and to provide details on how the
Committee operated and discharged its responsibilities.
Geopolitical and macroeconomic risks
Geopolitical risks and the macroeconomic environment in the
Group’s core markets continued to dominate our discussions
in 2024. Recognising the potential impact of the political
situation in Georgia, we closely assessed its implications
for Bank of Georgia and actively discussed and monitored
mitigating actions tailored to different risk scenarios. To ensure
comprehensive oversight, we held regular, in-depth discussions
with the CRO throughout the year, receiving detailed updates
on key risk areas including international sanctions, liquidity risk,
and credit risk exposures, particularly in the more vulnerable
sectors of the Georgian economy.
Group risk
Following the acquisition of Ameriabank, a key priority has been
overseeing its integration into the Group, with a strong focus
on aligning Ameriabank with key Group policies and practices
in risk management. We received quarterly updates on the
progress of Ameriabank’s risk management workstreams and
overall integration. To enhance Group-wide risk visibility, we are
supporting the CRO in developing consolidated risk dashboards,
which will be presented to the Committee quarterly, providing a
holistic view of risk across the entire Group.
Risk appetite and risk management
At each quarterly meeting, we reviewed the CRO’s
comprehensive risk report, which covered performance against
risk appetite and both financial and non-financial risks. Given
the increasing focus on technology and digital solutions, the
report includes dedicated dashboards on information security,
data privacy, and AI/model risks, ensuring the Committee
maintains strong oversight of these areas. The report provided
key insights into principal risks and updates on activities to
strengthen risk culture and management capabilities. We are
pleased to see the positive developments and improvements in
the risk reports and dashboards presented to the Committee.
Our annual review of the risk appetite framework confirmed
our satisfaction with its ongoing implementation and
continuous improvements. The risk appetite framework is
regularly monitored in alignment with strategy, capital planning
and regulatory requirements. Furthermore, we approved the
addition of two new risk appetite metrics specifically focused
on financial crime risks.
Throughout the year, we actively supported the CRO in driving
enhancements to the risk management framework. Key initiatives
included the establishment of a Risk Register, advancements in
the operational risk management framework, and the approval
of a redesigned product approval process, which promotes
consistency throughout the organisation.
Véronique McCarroll
Chair of Risk Committee
We have been focused on overseeing the integration
of Ameriabank into the Group including alignment
on Group policies and practices in relation to
risk management.

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Key Committee meeting topics during 2024
March June September December
• Risk report.
• RAS, metrics, annual re-
approval and introduction of
additional AML metrics.
• Information security
risk management.
• Approval of financial
risk policies.
• 2024 risk KBOs.
• Risk report.
• Stress testing framework.
• Impact of geopolitical
environment on risk.
• ICAAP and ILAAP reports.
• Resolution plan update.
• Risk culture survey.
• Risk report.
• Current risk outlook.
• Overview of Group risk.
• Committee Terms of
Reference review.
• Committee effectiveness
review.
• Risk report.
• Corporate loan book deep-
dive analysis.
• International sanctions
risk update.
• Liquidity update.
• ESG update.
• Stress testing.
• Ameriabank risk management
integration.
The joint meetings of the Audit and Risk Committees provided a holistic review of key risk and compliance areas, including: AML and
sanctions compliance risk management, the Risk Register, updates related to the GRAPE letter, viability and stress testing results,
whistleblowing procedures, information security protocols, and mandatory risk and compliance training programmes.
Key activities and significant issues considered during 2024
During 2024, the Committee received updates and presentations from the CRO, Risk teams, and management, covering a wide
range of risks facing the Group across all key areas of risk management, risk culture, and risk appetite. The Committee maintains a
strong focus on key risk topics, using in-depth reviews where necessary to fully understand and assess specific areas and associated
risks. The Committee is satisfied with the ongoing improvement in the quality of risk reporting and the strengthening risk culture
across the business.
The table below provides an overview of the key activities considered by the Committee during the year:
Risk areas Actions and outcomes
Macroeconomic and
geopolitical risks
Prior to each quarterly Committee meeting, the Board considers the macroeconomic
developments, and the political and geopolitical risks facing the Group’s principal operating
subsidiaries, providing context for the Committee’s discussions on the Group’s management
of risks. During the year the Committee continued to discuss political and geopolitical events
impacting the economies of Georgia and Armenia, the Company’s core markets.
In light of the political developments related to the Parliamentary elections in Georgia in
October 2024, including protests and elevated uncertainty, the Committee reviewed a
deep-dive of potential risk scenarios including those pertaining to liquidity management.
The Committee also received presentations on stress-testing scenarios that focused on the
potential impact of a severe economic downturn in Georgia. The results demonstrated that,
despite the severity of the stress test scenario, the Bank was resilient, particularly in respect
of sanctions risk, credit risk, capital, liquidity, and business continuity. A deep-dive of liquidity
scenarios and management was also undertaken to review the measures that had been taken
to manage liquidity and the high demands for local currency during the pre-election period.
Political and macroeconomic developments and their impacts on the business will be closely
monitored in 2025.
Risk appetite In accordance with the risk appetite framework, risk appetite metrics, thresholds and limits
must be reviewed annually. The Committee reviewed and approved the updated risk appetite
in March 2024, with proposed changes presented by the CRO. Principal operating subsidiaries
of the Group maintain their respective RAS and, from 2025, the Committee will also review key
internal risk metrics for Ameriabank.
Enterprise risk monitoring,
including Group risk profile
The Group has an Enterprise Risk Management (ERM) process that identifies and assesses our
principal risks and related controls. The Committee reviews the ERM processes and outputs,
assesses the effectiveness of the risk management system, and considers how to enhance
controls and assurance.
Management reviewed the risk mitigation tools and control functions and reported to the
Committee and the Audit Committee on their assessment of the effectiveness of these controls.
The Committee completed a robust review of the principal risk disclosures and other relevant
risk management disclosures and provided recommendations to the Board on their inclusion in
the Half-year and Annual Report. The Committee also received updates on the integration of
Ameriabank, and key related risk areas were discussed at and escalated to the Committee.
The Committee reviewed a comprehensive quarterly risk report covering all key risk areas
including the performance against risk appetite and key risk indicators (KRI) across both
financial and non-financial risks – including operational risk, financial crime risk, information
security and data privacy risks, model risk and ESG risks.
The ERM function focused on understanding Ameriabank’s risk reporting and has set up a data
exchange process to monitor risks and aggregate KRI. From 2025, consolidated risk dashboards
will be presented to the Committee on a quarterly basis.
Integration of Ameriabank Following the acquisition of Ameriabank at the end of March 2024, the ERM function focused on
coordinating risk management integration workstreams with Ameriabank during the transition
period. This included bringing in risk professionals from Bank of Georgia for experience sharing
and facilitating in-depth reviews of key risk management areas.

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Risk areas Actions and outcomes
Credit risk The Committee received regular updates regarding the Group’s credit risk profile, including cost
of credit risk and Stage 3 loans. These reports were discussed at scheduled quarterly meetings
and, when necessary, during informal interim calls with management. The Committee continued
to monitor the foreign currency share of the loan book, as well as segment-level, sectoral, and
top borrower concentration risks.
Following up on an in-depth review of Bank of Georgia’s corporate loan book in 2023, the
Committee requested and received an update on the corporate loan book’s risk profile, focusing
on more vulnerable sectors including hotels, residential real estate development, commercial
real estate, and healthcare. The analysis reaffirmed the well-diversified nature of Bank of
Georgia’s corporate loan book, improving risk parameters, and the Bank’s robust mitigation
capabilities to manage potential economic impacts on these sectors.
Capital and liquidity risks Together with the Audit Committee, the Committee received updates on Bank of Georgia’s and
Ameriabank’s capital and liquidity positions, ensuring that all ratios were maintained above the
minimum regulatory requirements. The Committee reviewed and approved the updated ICAAP
and ILAAP for Bank of Georgia. Furthermore, the Committee carefully reviewed the results of
liquidity risk and capital scenario analysis conducted for Bank of Georgia in response to local
political developments. This analysis demonstrated Bank of Georgia’s resilience, confirming its
ability to maintain ample liquidity, a robust liquidity pipeline, and a strong capital position even
under adverse economic conditions. Liquidity and capital risk will continue to be monitored, and
additional stress-testing scenarios will be reviewed in 2025.
Risk Register ERM developed a Bank-wide Risk Register for Bank of Georgia, creating an inventory of all risks,
aimed at establishing a common risk taxonomy with both the Internal Audit function and the
Internal Control Over Financial Statement Department. The Committee, together with the
Audit Committee, oversaw the development of the Risk Register, providing feedback to the
ERM team to ensure a holistic view of Bank-wide risks. The Committee reviewed the outcome
and will continue to monitor the Risk Register at quarterly meetings. Group ERM will support
Ameriabank in developing its own Risk Register.
Risk culture The Committee continued to monitor risk culture, and, for the first time, reviewed the results of
a dedicated risk culture survey conducted at Bank of Georgia. The survey assessed the strength
of risk culture, the level and impact of risk awareness, and understanding of the risk framework
among employees. Following analysis of the survey results, improvement areas were identified.
The Committee will continue to monitor risk culture and the impact of initiatives designed to
further strengthen it.
Operational risks The Committee reviewed the operational risk profile through a comprehensive risk heat map
and a description of top incidents and key risk scenarios. Compliance and financial crime risks,
including internal and external fraud, remain key areas of focus.
Financial crime risks In 2024, the Risk and Audit Committees prioritised AML and sanctions compliance risk
management. The Committees dedicated significant time to reviewing the Group’s AML
processes and procedures. Furthermore, attention was drawn to the development of regular
AML and sanctions risk reporting across the Group to monitor key risks. These ongoing efforts
reflect our proactive approach to maintaining robust AML controls and ensuring full compliance
with all applicable international sanctions regimes, including those of the UN, US, UK and EU.
IT, information and
cybersecurity risks
Throughout the year, the Risk and Audit Committees collaborated to oversee the management
of information and cyber security risks. In addition to the Risk Committee receiving quarterly
updates on information and cybersecurity within the risk report, the Committees received an
in-depth review of Bank of Georgia’s information and cyber security posture. The Committees
noted that the Bank maintained a robust security posture, with no data breaches or external
network intrusions recorded, demonstrating the effectiveness of its defenses. The Committees
also acknowledged that the cybersecurity team successfully maintained service continuity,
preventing significant downtime from cyber attacks.
The Risk and Audit Committees observed substantial improvements in vulnerability
management and phishing defense programmes. The Committees also noted that Bank
of Georgia’s controlled update strategy proved effective during a significant global IT
outage, successfully protecting systems from the widespread disruption that impacted
organisations worldwide.
ESG and climate-related risks The Committee monitored the environmental and social (E&S) risk profile of Bank of Georgia’s
business loan portfolio, including exposure dynamics and high-risk concentrations. The
Committee was also updated on new NBG regulations related to the management of ESG
risks, which prompted Bank of Georgia to update its approach to E&S risk management and
amend its Environmental and Social Management System (ESMS) to ensure full compliance
and alignment, effective from 1 January 2025.
The Committee continues to monitor the Group’s progress in developing climate risk
management capabilities, receiving regular updates to support its oversight. While recognising
data limitations for robust climate risk assessments and emissions monitoring, the Committee
remains focused on driving improvements across the Group.
Related Party Transaction
(RPT) Policy
The Committee reviewed and considered updates to the RPT Policy, ensuring alignments
with the new UK Listing Rules. The Committee recommended the updated policy’s approval
to the Board.

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Governance Financial Statements Additional Information
2024 Committee effectiveness evaluation
In 2024, the Board undertook an internal evaluation facilitated
by the Company Secretary. The Committee was presented with
the evaluation report and reviewed the findings and proposals
at its September 2024 meeting. Each Risk Committee
member responded to a questionnaire about the Committee’s
performance covering questions on: the management of the
Committee in areas such as the annual cycle of work and the
agenda for meetings; the quality of the information provided
to the Committee; and the effectiveness of the Committee’s
oversight in areas such as risk reporting, risk management
policies and practices, and internal controls.
The Committee was described as performing well and being
appropriately composed with the right mix of skills as well
as recent, relevant risk experience. The Chair was recognised
for establishing a strong working relationship with the Risk
function. The Committee concluded that its performance in
2024 had been effective and that it had fulfilled its role in
accordance with its Terms of Reference.
Following the evaluation, the Committee acknowledged
that a key priority for the Committee was oversight of the
Ameriabank integration into the Group’s risk governance and
control framework.
The Committee will continue to consider areas where it can
improve in the future to the benefit of the Company.

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Governance
Membership of Remuneration Committee and meeting attendance
Committee
membership
No. of meetings
attended
Cecil Quillen (Chair)
4/4 scheduled
and 3/3 ad hoc
Al Breach
1/1 scheduled
and 1/1 ad hoc
Tamaz Georgadze
4/4 scheduled
and 3/3 ad hoc
Hanna Loikkanen
4/4 scheduled
and 3/3 ad hoc
Mel Carvill
4/4 scheduled
and 3/3 ad hoc
Maria Gordon
1/1 scheduled
and 0/0 ad hoc
Directors’ Remuneration Report
since the consolidation date. The team in Armenia remains
focused on expanding its product offerings and accelerating
digital transformation. Ameriabank’s standalone FY24 profit,
which is not consolidated into Group results, was GEL 416.1
million – this better reflects the full-year performance and scale
of the Armenian business.
In March 2024, a GEL 100 million share buyback and
cancellation programme was approved. In August 2024,
a further GEL 73.4 million share buyback and cancellation
programme was launched. An interim dividend of GEL 3.38 per
share was paid in October 2024. As disclosed in the Preliminary
Financial Results release, for full year 2024 the Board intends to
recommend to shareholders at the AGM a final dividend of GEL
5.62 per share, bringing the total dividend for 2024 to GEL 9.00
per share – an increase of 12.5% y-o-y. In addition, the Board
has also approved an extension of the buyback and cancellation
programme by an additional GEL 107.7 million.
Total Shareholder Return (TSR) in 2024 was 25.6%, within the
upper quartile in the FTSE 250, and market capitalisation has
increased to over GBP 2.09 billion at year-end 2024.
KPIs with financial, culture, ESG and strategic metrics
The Committee set the KPIs for the CEO for 2024 early
last year, including the threshold, target and maximum levels
and weightings for each KPI. Relevant shared KPIs were
also cascaded to each member of senior management
who also had additional KPIs in accordance with their
roles and responsibilities.
The financial KPIs were selected to reflect key financial metrics
for our investors and the sustainable health of our business –
these are ROAE; cost:income ratio; cost of credit risk ratio; and
profit before tax.
Given the importance of ESG matters to stakeholders, the
Committee selected KPIs for the CEO based on ESG strategy.
As explained more extensively in our Sustainable Business
section, the Company has identified financial inclusion as one
of the strategic pillars given the scale and impact of Bank
of Georgia in Georgia. Four metrics have been selected to
measure financial inclusion: Digital transactional MAU (number
of retail clients with at least one transaction in digital channels
within a month); cash withdrawals as a proportion of total
transactions for retail clients (new for 2024); the sCoolApp (for
school students) MAU; and number of self-employed borrower
clients. The green portfolio KPI was added in 2024 for further
accountability in sustainable finance.
Dear Shareholders,
On behalf of the Board, I am pleased to present the Directors’
Remuneration Report for the financial year ended
31 December 2024.
This Directors’ Remuneration Report includes:
• This Annual Statement.
• Our new Directors’ Remuneration Policy (the ‘Policy’) (set
out on pages 160 to 169) which will be put to a vote at the
forthcoming AGM.
• The Annual Report on Remuneration setting out how our
existing Policy was implemented in 2024 and how we intend
to implement the new Policy in 2025; together with this
Annual Statement, it will be put to an advisory vote at
the AGM.
Committee purpose and responsibilities
The Remuneration Committee is principally responsible for
establishing and implementing a Remuneration Policy that
rewards fairly and responsibly and is designed to support the
Company’s strategy and promote its long-term sustainable
success. The Committee considers pay and employment
conditions elsewhere in the Group and oversees any major
changes in employee remuneration structures.
The Committee’s Terms of Reference set out the Committee’s
role and authority, and can be found on the corporate website
at https://lionfinancegroup.uk/leadership-and-governance/
documents/.
Overview of 2024
2024 was a record-breaking year with profit (adjusted for one-
offs) of GEL 1,813 million, up 31.9% y-o-y, and ROAE of 30.0%.
Bank of Georgia further strengthened its customer franchise,
achieving a 17.5% y-o-y growth in retail Digital MAU and
record-high Net Promoter Scores (NPS) in 2024. The Group’s
loan book increased by 65.9% y-o-y, driven by the acquisition of
Ameriabank and its subsequent consolidation along with strong
growth in Georgian and Armenian operations. Loan portfolio
quality remained healthy, with a cost of credit risk ratio of
0.5%. Bank of Georgia was named the World’s Best Digital
Bank 2024 by Global Finance.
Key achievements included the landmark acquisition of
Ameriabank, which was approved by 100.00% of shareholders
at the General Meeting in March 2024. Our Armenian business,
now accounting for 25.6% of total assets, did even better than
our Georgian business in terms of customer franchise growth
Cecil Quillen
Chair of the Remuneration Committee
In addition to formal meetings held
during the year, the Committee also
participated in various telephone
discussions. There is a standing
invitation for other Board members
to attend meetings. The CEO and
other members of management
may be invited to attend meetings to
provide more insight into key issues
and developments. Other attendees
at Committee meetings who provided
advice or assistance on remuneration
matters from time to time include
the CEO, the Head of Human
Capital Management, the CLO and
the UK General Counsel. Attendees
at Committee meetings do not
participate in discussions or decisions
related to their own remuneration,
which helps avoid conflicts of interest.

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candidates globally can satisfy these criteria, and are therefore
in very high demand. Our CEO is much sought after by
competing organisations with similar requirements, particularly
given his proven track record of exceptional performance.
In view of this context, the Committee’s key objectives for the
review, which have informed the proposals, are:
1. Ensure ongoing retention of the CEO: Given his exceptional
leadership in delivering the superior performance outlined
above, ensuring we can continue to secure and appropriately
reward him during the current contract renewal, and in
competitive talent markets, is our primary objective.
2. Acknowledge the benefits of our current reward structure:
Our simple and distinctive approach, with a significant
proportion of remuneration delivered in long-term shares,
remains well-aligned with our strategy, our regulatory
obligations, and the interests of our shareholders.
3. Provide greater flexibility to reward genuinely exceptional
performance: Our structure has lacked sufficient flexibility
to fairly reward the CEO for the genuinely exceptional
performance which has been achieved by him during
this Policy period, against a very competitive talent
market backdrop.
4. Continue alignment with key stakeholders: Our reward
structure must continue to meet our regulatory obligations
and align with the interests of our shareholders.
In addition to complying with the UK Corporate Governance
Code, the Group is subject to different regulatory requirements
in the jurisdictions where our principal subsidiaries operate.
As a result, we must also comply with the NBG Corporate
Governance Code (the ‘NBG Code’) for Bank of Georgia,
and for Directors who hold positions at Bank of Georgia and
the Company simultaneously. In Armenia, we are required to
follow the CBA Corporate Governance Code (the ‘CBA Code’)
and align our remuneration practices and policies with the
CBA. At this stage, the CBA Code does not impact the Group
remuneration policy requirements outside Ameriabank. The
NBG Code is broadly aligned with the Capital Requirements
Directive (CRD), the EU Capital Requirements Regulation (CRR)
and European Banking Authority (EBA) Guidelines on Sound
Remuneration Policies. In this respect, all material risk takers
in Georgia, as well as all members of the Company Board,
are within the scope of the NBG Code, including the
Executive Director.
The NBG Code provides additional strictures around
remuneration, namely that we are required to retain our current
structure, including the requirement to have a monetary value
for salary and bonus (which can be translated into deferred
shares) rather than the pre-2022 structure which had a fixed
number of deferred shares for salary and for maximum bonus
potential. In line with CRR, CRD and EBA Guidelines, the
NBG Code has a strict 100% cap requirement for executive
remuneration policies for the discretionary remuneration,
which can be increased to 200% but only with at least 66%
shareholder approval.
In summary, the NBG regulation does not permit the Group
to structure CEO compensation on the basis of awards of
pre-specified numbers of shares. Instead, the Remuneration
Committee and the Board are required to structure CEO
compensation as described above, based on a fixed base
salary amount expressed in US Dollars (although less than
20% of base salary is paid in cash (the rest in shares)),
with discretionary compensation at a current maximum of
100% of base salary, also expressed in US Dollars (although
this is entirely awarded in shares). The consequence of this
structure is that, as the Group’s share price increases, the
CEO actually receives a smaller number of shares in base and
discretionary compensation. In the view of the Remuneration
Committee, this is a perverse incentive, but it is a structure
within which the Group is required to operate due to regulatory
constraints. Accordingly, part of the thinking which is driving
the amendments to the Group’s Remuneration Policy for 2025
is to mitigate this CEO compensation anomaly and modify
the 100%-of-base limit to 200% in order to fully align the
The KPIs are chosen to reflect sustainable growth so the
Company can continue to support its customers. This is
underpinned by a structure that defers remuneration, in shares,
for up to eight years.
The CEO is also held accountable by the eNPS KPI. The lowest
team member performance KPI (see page 173 below) was
developed internally to foster stronger collaboration and
mutual support within the organisation. To maintain fairness
and transparency and to avoid conflict of interest, the KPI
performance measure excludes any discretion within the
management reviews from which it is drawn. The individual
KBOs for the CEO focused on key strategy matters for 2024.
Each KPI result was considered against the threshold, target
and maximum level and in accordance with these calculations
Mr Gachechiladze was awarded 94.1% of his maximum
opportunity, which was paid in deferred shares.
The Remuneration Committee considered this formulaic
outcome in the context of Mr Gachechiladze’s very strong
performance against all KPIs, including financial metrics,
strategic and ESG metrics, the experience of shareholders in
terms of value creation (through the Ameriabank acquisition,
as well as buybacks, dividends and increase in market
capitalisation) and the wider stakeholder experience.
The Committee concluded that this outcome fell short of
sufficiently reflecting the genuinely exceptional performance
delivered. However, the Committee decided not to exercise
any positive discretion, but to ensure the new Policy provided
increased flexibility and the proposed retention and recognition
award (see pages 154 to 160) to recognise performance of
this nature.
You can read the KPI calculations and disclosures, and notes
on each KPI, in the section entitled ‘Basis for determining
Mr Gachechiladze’s discretionary deferred share remuneration
in respect of 2024’ on pages 172 to 173 of this report.
Context for the Remuneration Policy review
In advance of seeking shareholder approval for the renewal
of our Remuneration Policy at the forthcoming AGM, the
Committee conducted a comprehensive review of the executive
pay framework, in the context of the Group’s exceptional
performance and the unique talent markets in which we
operate. On pages 154 to 160, we have provided detailed
disclosure of the key contextual factors which underpinned the
Committee’s thinking, as well as a full explanation of each of
the key changes proposed.
Lion Finance Group has performed exceptionally over the
current Policy period and was the number one performing stock
in the FTSE 250. This was supported by operational, financial
and strategic performance of the business over the period,
achieved against a complex and challenging background, across
a broad range of metrics and perspectives.
We have reviewed CEO compensation over the current Policy
period, and in the context of the exceptional performance
delivered, we noted that the CEO’s total remuneration as
a proportion of shareholder value created is amongst the
lowest in the market (see the chart on page 155). In addition,
changes made to the 2022 Policy which we had intended
to be ‘economically neutral’ for the CEO have resulted in an
aggregate loss of value of US$ 5.2 million.
As we have disclosed previously, we operate in a unique talent
market for the specific skills and characteristics required of
our executive talent to deliver continued success. The Lion
Finance Group PLC CEO must be of high overall calibre, with
exceptional banking expertise, to effectively run systemically
important financial institutions in this geopolitically-challenged
region. They must be an internationally credible investor-facing
figure who can lead a FTSE 250 company, with ambitions to
progress into the FTSE 100. At the same time, the CEO must
be able to communicate with and lead Georgian and Armenian
colleagues, interact effectively with Georgian and Armenian
regulators and play a high-profile role in the wider national
community which is commensurate with the Group’s significant
role in the Georgian and Armenian economies. Very few

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Further details on shareholder feedback and the changes we
made to reflect this is set out on pages 159 to 160.
We also received input on the proposed structure from the
NBG and complied with all requirements of the NBG Code, in
addition to complying with the UK Corporate Governance Code
and regulations applicable to UK companies.
We appreciate the time and effort of our stakeholders and the
Committee remains open to further engagement.
Workforce remuneration matters
The Committee considered compensation in the Bank of
Georgia approaches against market rates, with a deep dive
on the major groups of front and back-office positions, IT jobs
and managers. These included a break-down by business line
using compa-ratios (a metric value expressed as a percentage
evaluating an individual against the market average).
Increases were proposed by the Human Capital Management
department and were included in the budget.
The Committee discussed equal pay gap and raw gender pay
gap data, including changes over the past two years. This was
analysed using several methods, including comparing genders
at similar positions and across defined levels, to provide a
clearer picture of salary distribution.
The Committee considered and approved an overview of the
employee bonuses for 2024. These are divided along business
lines and comprise both cash and share bonuses.
In 2024 the average cash salary increased by 13.2% and the
average employee total bonus increased by 54.5%.
Hanna Loikkanen is a member of the Remuneration Committee
and is the designated Non-executive Director to engage with
the workforce and facilitates ‘Employee Voice’ in engaging with
the workforce. All Board members are invited to participate
in these meetings, which aim to facilitate the exchange
of opinions, ideas and views between the Board and the
workforce and allow the workforce to raise matters (including
on remuneration). Further information on their output can be
found in the Directors’ Governance Statement on page 117.
The Committee also considered the performance of senior
management against each of their KPIs (which were each
weighted) and their overall performance, and approved the
discretionary awards. Remuneration for senior management is
predominantly in deferred shares.
Following previous feedback from a major shareholder, we also
disclose the total shareholdings of the Executive Management
Team at Bank of Georgia in this report.
Non-executive Director fees and subsidiary
Supervisory Board fees
The Non-executive Directors’ fees were reviewed, having
not increased since the PLC Board was formed in February
2018. The Committee carried out benchmarking in respect of
the PLC fees and noted that fees for Board and Committee
memberships had increased in the period 2018-2023 for FTSE
250 companies, with the size of increase depending on position,
membership and role.
Moreover, the Committee also noted that the responsibilities
and technical expectations of the PLC Board had increased,
including in respect of the expanded Group, and that
complexity, responsibilities and time commitment for the JSC
Bank of Georgia Supervisory Board have grown substantially,
primarily as a result of increased regulation and the Codes.
There was also substantial inflation in the UK and Georgia
during this period. Therefore, for 2024 the PLC Board and
Committee fees increased by 6%, and the same increase was
also applied to the fees of the Supervisory Board of JSC Bank
of Georgia. Adhering to advice, no Director was involved in the
discussion of their own fee increase.
incentives of the CEO, while making the proposed Retention &
Recognition award to induce the CEO to remain with the Group
– which the Remuneration Committee and the Board regard as
critical – and while addressing this compensation anomaly in
respect of the CEO’s responsibility for the Group’s extraordinary
performance in 2024.
The key conclusion from the Policy review was that we should
retain our distinctive and shareholder-aligned framework,
under which the majority of fixed pay and all of variable pay is
delivered in the form of long-term shares, with no cash bonus
and no long-term incentive plan (LTIP).
The key changes we are proposing, to meet the key objectives
defined above, can be summarised as follows:
1. Adjust/increase the CEO’s fixed pay by 35% in order to
ensure a market competitive package to retain and engage
the CEO. The CEO’s fixed pay has been unchanged since
2022 and will now remain fixed at the new rate for the life
of the new Policy. The proposed increase is materially below
both the average employee remuneration increase (85.3%)
and the increase in profit (195%) over the same period. 86%
of salary is delivered in the form of shares, released over a
five-year period (see page 158).
2. Introduce an exceptional maximum for the annual variable
award (from 100% to 200% of fixed pay), which can only be
used in cases of extraordinary performance, and even then,
only when TSR performance is within the upper quartile of
the FTSE 250. The normal award will remain at 100% of
salary, ensuring that we do not permanently embed higher
quantum every year.
3. Make a one-off Retention & Recognition award of 100%
of 2024 salary to the CEO in deferred shares. This award
is intended to both ensure ongoing retention of the CEO
in highly competitive talent markets and to appropriately
recognise his contribution to the exceptional long-term
performance delivered for stakeholders, particularly with
respect to what we believe to be an extraordinary successful
value-enhancing acquisition of Ameriabank.
4. Enhanced performance gateways to variable compensation
which will now include capital ratio and ROAE performance,
providing further safeguards for shareholders.
5. Increase the CEO’s shareholding requirement from 200% to
300% of salary, aligning with best-practice market levels in
the FTSE 100.
You can read more about the Policy and the proposed changes,
including the background and context to the proposed changes
to the CEO’s remuneration on pages 154 to 160.
Stakeholder engagement
In the second half of 2024 and early 2025 we conducted an
extensive consultation exercise with shareholders representing
c.63% of our register, seeking their views on the proposed new
Policy, the overall structure and any other matters they wished
to discuss.
Many shareholders also took up the offer of a meeting with me
as Chair of the Remuneration Committee and Mel Carvill as
Chair of the Board and a Remuneration Committee member,
supported by members of management and the UK General
Counsel. In addition we also engaged with shareholders and
other stakeholders via email and communicate additional
information whenever requested.
We received strong support and valuable feedback. Notable
themes of the feedback included an appreciation of
Mr Gachechiladze’s leadership of the Group and recognition of
his outstanding contribution and performance.
Proxy advisor agencies also met with the team to discuss the
Policy and made suggestions on enhanced disclosure which we
have taken into account.
Directors’ Remuneration Report continued

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Strategic Report
Governance Financial Statements Additional Information
Remuneration Committee effectiveness review and
priorities for 2025
During 2024, the Committee continued to implement the
suggestions from the external evaluation completed by Clare
Chalmers Ltd in 2023. It was highlighted that additional
meetings or discussions and longer-term planning would
be beneficial ahead of the 2025 AGM where the new PLC
Remuneration Policy would be voted on. The Committee
had acknowledged it would be crucial to support the Chair
of the Committee in navigating the challenges presented
by regulation from the NBG and the views of stakeholders.
In accordance with these suggestions, members of the
Committee met both formally and informally to discuss the
progression of the Policy and interaction with stakeholders. Mel
Carvill, as Chair of the Board and member of the Remuneration
Committee, participated directly in shareholder meetings,
alongside myself as Chair of the Committee.
In 2024, the Committee undertook an internal effectiveness
review, facilitated by the Company Secretary, with the results
considered and discussed during a Committee meeting. It
was agreed that the Committee continued to operate and
lead efficiently on remuneration matters, and that the
Committee Chair encouraged participation from all
members during meetings.
It was noted that the Committee was well supported by the
excellent advice provided by both the UK General Counsel
and the CLO, particularly with regards to the Committee’s
governance, operations and processes. Governance and
compensation-related information, including regulatory
updates and proxy agency pronouncements, were well
communicated to the Committee. The Committee is focused on
understanding all aspects of executive remuneration packages
and assessing future outcomes.
Information flow regarding compensation in peer companies
was considered good and the minutes were comprehensive,
ensuring continuity in the Committee’s business.
In 2025, the Committee’s priority will be the implementation of
the new Remuneration Policy to be put to shareholders at the
2025 AGM in accordance with the three-year cycle.
Cecil Quillen
Chair of the Remuneration Committee
14 April 2025
In accordance with the Group’s governance structure, Tamaz
Georgadze and Archil Gachechiladze were appointed to
the Supervisory Board of Ameriabank CJSC in December
2024. Mr Georgadze was also appointed to its Risk and
Audit Committees and Mr Gachechiladze to its Corporate
Governance and Nominations Committee and its Remuneration
Committee. The appointments enabled an increased flow of
information to and supervision by the PLC Board. You can read
more on our supervisory structure of Ameriabank on page 6.
Ameriabank CJSC pays fees in accordance with positions on
its Supervisory Board and its Committees, and Mr Georgadze
is paid accordingly for these responsibilities and work.
Ameriabank CJSC is legally obliged to offer payment to ensure
minimum wage fulfilment and independence from a regulatory
perspective. Consequently, Mr Gachechiladze is paid a de
minimus amount for the role (US$ 3,000 per annum), which is
a reduction from the Ameriabank CJSC’s normal Supervisory
Board and Committee fees. Moreover, a corresponding
deduction is made from his cash salary payment by the
Company for this amount, so that the overall salary amount
received by Mr Gachechiladze remains the same.
FRC Annual Review of Corporate Reporting 2024 –
malus and clawback
We were pleased to be contacted by the FRC and included in
its Annual Review of Corporate Reporting 2024, as an example
of good practice for early compliance with Provisions 37 and
38 of the UK Corporate Governance Code 2024. The FRC
report stated:
“We observed early reporting against these new provisions
within our analysis this year. The Bank of Georgia Group
demonstrated early compliance, noting in its annual statement
by the remuneration committee chair that it is already ahead
of market practice and was able to disclose early in accordance
with the 2024 UK Code… it is positive to see companies are
examining their malus and clawback arrangements and are
preparing for the new reporting Provisions under the UK Code.”
See pages 61-62 of the FRC report: https://media.frc.org.uk/
documents/Review_of_Corporate_Governance_Reporting_2024.
pdf.
The Company’s rules with respect to malus and clawback
epitomise advanced and pro-stakeholder actions, well ahead of
market practice given the increased focus on these items in the
forthcoming changes to the Code to be effective from financial
years beginning 1 January 2025. We are able to once again
disclose early:
• Clawback applies for two years from date of vesting, an
increase from one year under the previous Policy.
• There are additional ‘bad leaver’ provisions in the Executive
Director’s contract, allowing for the forfeiture of all unvested
discretionary deferred shares in certain circumstances.
The period of two years is appropriate as it allows enough time
for relevant matters to come to light and be considered. Malus
and clawback were not utilised in the last reporting period.
The Executive Director’s contract includes malus and
clawback provisions.

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Directors’ Remuneration Policy
Policy renewal – background and context
In preparation for the renewal of the Policy, the Committee conducted a comprehensive review of the executive pay framework, in
the context of our exceptional performance and the unique talent markets in which we operate. Key aspects of this context, and the
impact they have had on the key proposed changes, are explained below. The Remuneration Policy is set out on pages 160 to 169.
Exceptional performance for shareholders
The Company has delivered exceptional value for shareholders and wider stakeholders. The operational, financial and strategic
performance of the business over the period of our current Remuneration Policy (1 January 2022 - 31 December 2024) and indeed
over the CEO’s tenure (from 2019) has been exceptional against a complex and challenging background, across a broad range of
metrics and perspectives. The Group has:
• become the clear mobile, digital and payments leader in Georgia and the neighbouring region, with Bank of Georgia recently
recognised as the World’s Best Digital Bank 2024 by Global Finance;
• delivered an approximately three-fold increase (CAGR of 43.4%) in profit from US$ 226 million (FY21) to US$ 666 million (FY24
adjusted profit);
• Net loans, total assets and equity have all more than doubled from year-end 2021 to year-end 2024;
• increased market share of retail customer deposits from 40.3% in December 2021 to 45.4% in December 2024;
• continued strategic delivery, including the transformative acquisition and ongoing successful integration of Ameriabank;
• developed a customer-centric culture that has driven up NPS from 37 in 2019 to 58 in 2022, and to 67 at September 2024 at Bank
of Georgia, an extremely high score for a universal bank;
• delivered cumulative distributions from 2022-2024 of cUS$ 600 million (including the assumed GEL 5.62 final dividend for 2024);
and
• delivered an extraordinary performance as the number one performing stock in the FTSE 250 over the period (January 2022 -
December 2024).
CEO pay as percentage of performance delivered versus TSR (FTSE 250)
The Remuneration Committee believes strongly that the Group’s exceptional performance can be attributed to the unique skillset
and landmark achievements and ambition of the CEO.
An additional way to contextualise the link between pay and performance over the current Policy period is to consider the
remuneration received by the CEO as a proportion of the exceptional shareholder value created, as discussed above. This is plotted
on the chart, against the TSR performance delivered over the period, for the FTSE 250*:
TSR - #1 performing stock in the FTSE 250
Jul-22 Jan-22 Jul-23 Jan-23 Jul-24 Jan-24 Jan-25
Lion Finance Group PLC FTSE 250 median FTSE 250 upper quartile
-50%
0%
50%
100%
150%
200%
250%
300%
* Ranked first of 223 FTSE 250 constituents (excluding those that have de-listed, and calculated using a standard 3-month average and measured to 28 February 2025).
Directors’ Remuneration Report continued

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Annual Report 2024 Lion Finance Group PLC
Strategic Report
Governance Financial Statements Additional Information
CEO pay as a percentage of performance delivered vs TSR (FTSE 250)*
-100% -50% 0%
0.0%
0.5%
1.0%
1.5%
2.0%
2.5%
50% 100% 150% 200% 250%
TSR
CEO Share of Value Created
c.10 companies not shown
as axis cut off
Most companies have paid the CEO
a higher proportion of value created,
at much lower levels of TSR performance
Lion
Finance
Group
Over 90 companies
have negative TSR
and therefore can
not be plotted
* CEO remuneration represents the aggregate ‘single figure’ disclosed for the first two years of the 2022-2024 Policy period. Part years or changes in CEO are excluded. This is
divided by shareholder value created over the period beginning 1 January 2022.
This chart highlights the following:
• The amount received by our CEO as a proportion of the value created (c.0.4%) is towards the lower end of the market range.
• Many companies with materially lower TSR performance have CEO remuneration at a much higher proportion of value created
(0.5% to 2.0%).
• The need to ensure we have sufficient flexibility within our Policy going forward to appropriately reward, recognise and retain
our CEO.
Our 2022 Policy changes reduced CEO outcomes
The Remuneration Committee is also convinced that, in certain respects, the CEO may have been disadvantaged by the Group’s
compensation parameters, which we seek to rectify. In 2022 we were required to change the structure of the Policy by the NBG
Code. Both salary and bonus were changed from a fixed number of shares (in salary and maximum bonus) to a fixed monetary
value, which is then converted into a number of shares based on the prevailing share price. The intention was for this change to be
‘economically neutral’ for the CEO, a key principle supported by our shareholders at the time.
However, retrospective analysis shows that the change has resulted in a material loss of value for the CEO. As shown in the chart
below, the change in approach from fixed number of shares to monetary value, resulted in fewer shares being awarded to the CEO
as the share price has increased over the period. Overall, the CEO received 73,468 fewer shares than he would have done under the
previous Policy, which at the current share price (31 March 2025) represents an aggregate loss in value of US$ 5.2 million. The impact
of this change on the remuneration of the CEO, which had intended to be ‘economically neutral’, provides important context for the
review, being directionally inconsistent with the exceptional performance delivered under this Policy.
Number of shares awarded to the CEO
The chart illustrates the total number of shares which were received under the 2022 Policy in comparison with what would have been
received had the fixed shares model in the previous Policy been retained. Incentive shares are calculated using the actual outcome for
the relevant financial year.
Assuming previous
Policy had continued
2022 2023 2024 2022 2023 2024
2022 Policy actual
Assuming previous
Policy had continued
2022
2022 2023 2024 2022 2023 2024
2022 Policy actual
2023 2024
2022 2023 2024
0
20,000
40,000
60,000
80,000
100,000
0
20,000
40,000
60,000
80,000
100,000
120,000
Assuming previous
Policy had continued
2022 2023 2024 2022 2023 2024
2022 Policy actual
Assuming previous
Policy had continued
2022
2022 2023 2024 2022 2023 2024
2022 Policy actual
2023 2024
2022 2023 2024
0
20,000
40,000
60,000
80,000
100,000
0
20,000
40,000
60,000
80,000
100,000
120,000
Salary shares Incentive shares

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CEO pay comparators for a Group operating in a unique talent market
Executive remuneration at Lion Finance Group should be viewed in the specific context of the markets in which we compete for
executive talent. These are unique to our business, and not directly comparable with other companies in the FTSE 250 index.
Our unique circumstances require a CEO with very specific skills and experience. The Lion Finance Group PLC CEO must be of
high overall calibre, with significant international training, experience and credibility, and the proven skills to manage a complex
financial institution of our size, with expertise in key growth areas such as digital, payments and fintech. Furthermore, they require
exceptional banking expertise to effectively run systemically important financial institutions in this geopolitically challenged region.
They must be an internationally credible investor-facing figure who can lead a FTSE 250 constituent of the London Stock Exchange
(LSE), with ambitions to progress into the FTSE 100. At the same time, the CEO must be able to communicate with and lead
Georgian and Armenian colleagues, interact effectively with Georgian and Armenian regulators and play a high-profile role in the
wider national community commensurate with the Group’s significant role in the Georgian and Armenian economies.
The talent market impact of the above is that very few candidates globally can satisfy these criteria, particularly the essential
credible combination of both international and South Caucasus perspectives. The small number of persons in the available talent
pool who meet these criteria are in very high demand and therefore command highly competitive compensation. Our CEO is
much sought after by competing organisations with similar requirements, particularly given his proven track record of exceptional
performance as explained above, and replacing him would be challenging.
It is very challenging to robustly benchmark CEO compensation in our talent markets given the limitations on publicly available
external reference points. Although we are a UK-listed company, market practice in the FTSE 250 is not entirely relevant to the highly
specific talent markets in which we operate.
Notwithstanding the lack of direct comparability, the Committee looked at the CEO’s remuneration against various reference points
such as FTSE 250 and FTSE small cap companies in financial services, noting financial services companies in emerging markets
(in particular other former Soviet republics and South Africa), comparable listed companies in financial services in the UK, and all
UK-listed companies based in Georgia: This group included Moneta Money Bank a.s.; Erste Group Bank AG; Capitec Bank Holdings;
Investec Plc; FirstRand Ltd; Raiffesen Bank International AG; Virgin Money UK PLC; One Savings Bank PLC; Close Brothers Group
PLC; Nationwide Building Society; Georgia Capital PLC and TBC Bank Group PLC. The Committee assessed CEO compensation at
comparable organisations, to the extent practicable, although relevant available information is limited and often non-public.
Given these data limitations, our understanding of relevant remuneration practices in our talent markets is therefore also informed
by non-public information garnered during our operational activities (e.g. acquisitions, due diligence, recruitment approaches for our
people, made over the past few years from organisations in surrounding countries, and insights from our talent acquisition function
and external agencies). Remuneration packages for senior financial roles with relevant experience in private companies located in
neighbouring geographies can be significantly higher than in publicly listed companies.
The fintech market – a talent pool in which Bank of Georgia and its competitors are often now recruiting from – also has executives
who receive significantly higher compensation. Bank of Georgia is clearly recognised as one of the leading fintech organisations in
the region – as recently confirmed by Global Finance, which named the Bank as the world’s leading consumer digital bank. Our CEO
is widely regarded as the architect of this dominance and we are therefore clearly at risk of poaching.
We are aware that some comparable, albeit materially smaller, organisations offer very lucrative ‘profit sharing’ arrangements for
senior management which can result in total compensation outcomes well in excess of our Group CEO, and we understand that
some peer companies provide total compensation opportunities for their below-board divisional heads that materially exceed that
of our CEO. The Executive Management reward pool at newly-acquired Ameriabank is a good example, making over 30% of net
profit before taxes available in the bonus reward pool when an ROE in excess of 15% is achieved. This structure is a well-established
practice in the emerging-markets banking sector, in full compliance with the local regulatory framework and the CBA Code, and
Ameriabank’s remuneration policies are considered to be on the modest side compared to its local peers.
Further, to highlight the mismatch between the markets we operate in and the compensation of our own CEO, following our
expansion last year, even within our own Group, one employee received more total compensation for 2024 than our CEO.
In all the above examples from the non-listed/non-public environment, incentives are often delivered solely in cash rather than
deferred shares, increasing the certainty and the value for executives, unlike our proposed Policy, which promotes shareholder value.
The delayed receipt of the majority of salary and of all performance-based remuneration (in deferred shares vesting and being
released across eight years) means the risk of salary and performance-based remuneration not vesting (due to malus but also
shares lapsing in the event of early termination under certain circumstances), which our current and proposed policies alike factor in,
are not relevant factors in the market landscape where our talent pool lies.
Directors’ Remuneration Report continued

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Governance Financial Statements Additional Information
Key objectives of the Remuneration Policy review
In view of the context described above, the Committee’s key objectives for the review, which have informed the proposals,
are to:
1. Ensure the ongoing retention of the CEO: given his exceptional leadership in delivering the superior performance
outlined above, so that we can continue to secure and appropriately reward him during the current contract renewal, in
competitive talent markets, is our primary objective.
2. Acknowledge the benefits of our current reward structure: our simple and distinctive approach, with a significant
proportion of compensation delivered in long-term shares, remains well-aligned with our strategy, our regulatory
obligations and the interests of our shareholders.
3. Provide greater flexibility to reward genuinely exceptional performance: before now, our structure has lacked sufficient
flexibility to fairly reward the CEO for the genuinely exceptional performance achieved during this Policy period, against
a very competitive talent market backdrop.
4. Continue alignment with key stakeholders: our reward structure must continue to meet our regulatory obligations and
align with the interests of our shareholders.
Aligned with these objectives, the key conclusion from the Committee’s review was that we should retain our current reward and
incentive structure. Therefore, no fundamental changes are proposed to its simple and distinctive overall structure:
• Fixed salary – with the overwhelming majority (86%) of salary delivered in shares. In accordance with the NBG’s requirements,
share salary is fixed in monetary value in the contract, which is translated into deferred shares. It is released on a phased basis
over a period of five years from the start of the relevant financial year – which is highly unusual for salary.
• Performance-based deferred share awards. Awards of shares based on annual performance that vest and are released on a
phased basis over a period of eight years from the beginning of the relevant financial year. Performance is assessed against a
balanced set of financial and strategic KPIs and personal performance, with stretching targets set for each.
• Pension provision is aligned with the Georgian workforce (2%).
• No cash bonus or LTIP.
• Other features of the package aligned to UK best practice, such as shareholding guidelines (both in and post-employment) and
malus and clawback provisions.
• Malus and clawback provisions remain secure and extensive, having been held by up the FRC as an example of good practice, and
having been expanded further in 2022 (see page 165 for a summary).
We propose to retain our distinctive and shareholder-aligned remuneration framework, with no cash bonus and a very significant
proportion of the package delivered in long-term shares, illustrated as follows:
Time from start of the work year:
Salary – cash
Salary – shares
Performance-
based shares
+1 year +2 years +3 years +4 years +5 years +6 years +7 years +8 years
Paid in year
Vesting
Performance
year
Holding 40%
Holding 20%
Holding 20%
Holding 20%
40%
Holding
15%Vesting Holding
15%
Vesting Holding
15%
Vesting Holding
15%
Vesting Holding

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Proposed change (1) – increase to fixed pay
The CEO’s current salary has been fixed since 1 January 2022. With effect from 1 January 2025, the CEO’s salary will increase by 35%
from US$ 2,570,000 to US$ 3,470,000. It will continue to be delivered 86% in shares, as follows:
• Cash: US$ 500,000/Shares: US$ 2,970,000 with no change to the vesting and holding schedule.
• 100% of the deferred share salary vests on the first anniversary of the start of the work year and is subject to holding periods so
that 40% is released on the second anniversary, and 20% on each of the third, fourth and fifth anniversaries of the start of the
work year.
• The new salary will not increase for Mr Gachechiladze for the duration of the 2025 Policy period (i.e. until 31 December 2027).
The following chart illustrates the proposed increase in CEO salary, compared to the employee increase and profit increase over the
last Policy period.
Proposed CEO
increase
Employee salary
increase since 2022
Increase in FY
profits since 2022
35%
85.3%
195%
In proposing this salary adjustment, the Committee noted that the CEO’s salary has been fixed under the current Policy since
1 January 2022. As the chart (above) shows, the proposal represents a substantially lower increase over that period compared to:
• average remuneration increase for our wider workforce (85.3% in US Dollar terms);
• the significant growth in size and scope of the business. For example, market capitalisation increased from c.GBP 0.8 billion since
the start of 2022 to c.GBP 2.1 billion to the end of 2024, combined with the growing complexity and geographic coverage of our
business following the Ameriabank acquisition; and
• profit increased 195% in US Dollar terms.
In addition, inflation in Georgia during the current three-year Policy period has been 25.7%, measured in US Dollar terms, during
which time the CEO’s salary has remained fixed. Official projections for the next Policy period, which often prove to be below actual
inflation in practice, suggest c.3% per annum. On this basis, the CEO’s increase over the combined 2022 and 2025 Policy periods
is likely to be below Georgian inflation. Finally, the Committee also took into account the exceptional leadership and performance
of our CEO over the period, as described above, and noted that the new salary will remain fixed for Mr Gachechiladze for the full
duration of the 2025 Policy period (i.e. until 31 December 2027).
Proposed change (2) – increase to maximum variable for exceptional performance
The normal maximum percentage award, which will apply each year based on performance against annual KPIs, will remain
unchanged at 100% of salary. The Committee will have discretion to increase the outcome for a particular financial year up to a
maximum of 200% of salary (consistent with applicable limits in the NBG Code).
This enhanced award level will only be awarded if both of the following threshold conditions are met:
• in cases of extraordinary performance that have resulted in exceptional earnings enhancement and/or the creation of significant
additional shareholder value, a step-change not sufficiently reflected by the normal award opportunity; and
• where TSR performance over the relevant financial year is within the upper quartile against the FTSE 250.
In accordance with the Georgian regulatory framework, which is applicable to our Policy by virtue of our CEO simultaneously serving
as the CEO of our largest subsidiary, Bank of Georgia, this change can currently only be adopted and become applicable if the Policy
is approved by at least 66% of shareholders voting.
This is an area which has been very carefully considered by the Committee with respect to balancing two key objectives: (i) the
need for greater flexibility to fairly reward genuinely exceptional performance not sufficiently captured by the normal annual award
limit; and (ii) avoiding the ‘ratcheting’ of pay by simply increasing the ‘normal’ maximum opportunity to 200% of salary. Although
relatively unusual in the UK-listed environment, we believe this approach strikes the right balance. It is also consistent with the
recently updated Investment Association guidance around the potential role for positive discretion within executive incentives
(
“Positive discretion can be used to reward exceptional achievements or contributions that are not captured by the predefined
performance measures or targets” ).
The normal maximum award opportunity each year will remain at 100% of salary. The higher limit will be reserved for genuinely
exceptional and one-off instances of significant growth or value creation demonstrating a step change in the Group’s performance
and standing. We would not expect it to be used by the Committee on a regular basis. Any application of the exceptional limit would
be supported by a detailed explanation in the Directors’ Remuneration Report.
Although the incremental opportunity will be awarded at the discretion of the Committee, the ‘threshold conditions’ provide a clear
and robust safeguard for shareholders by requiring a clear case of extraordinary performance. A pre-determined list of potential
‘events’ that would qualify is neither practicable nor advisable given the need to retain flexibility for the Committee to assess the
multi-faceted aspects of extraordinary performance. As an example, the successful identification, execution and integration of an
especially material strategic acquisition that significantly enhances our earnings potential and long-term shareholder value is a
potential scenario which could cause the Committee to consider this provision.
Directors’ Remuneration Report continued

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Governance Financial Statements Additional Information
In addition, it will only be awarded where that performance has translated into exceptional shareholder returns over the financial
year (requiring upper quartile TSR performance against the FTSE 250). This provides a transparent, stretching and highly robust
quantifiable threshold directly aligned to shareholders.
Proposed change (3) – Retention & Recognition award
The CEO will be granted a one-off award with a value of 100% of 2024 salary (i.e. US$ 2,570,000) in deferred shares. The award will
be granted in 2025 only, with no further awards possible for the duration of the 2025 Policy. Matching the discretionary deferred shares
schedule, 40% will vest immediately but will be subject to a two-year holding period and 15% will vest in each of the third, fourth,
fifth and sixth anniversaries but will be subject to a further two-year holding period and so will be released over eight years from the
beginning of the work year. Our normal malus and clawback provisions will apply, as will the good/bad leaver provisions. In accordance
with the Georgian regulatory framework, this change can only be currently adopted if the Policy is approved by at least 66% of
shareholders voting.
The new CEO contract from 1 January 2025 is dependent upon relevant shareholder approval of the new Remuneration Policy. This
award is intended to both ensure ongoing retention of the CEO and to appropriately recognise his contribution to the exceptional
long-term performance delivered for stakeholders described earlier. Accordingly, the rationale for the proposed change is as follows:
• Retention. It is critical that we retain our CEO, whose leadership has underpinned our success and is expected to continue to
do so looking forward. As explained in more detail above, based on his exceptional track record and the unique combination
of ‘in demand’ experience and expertise in our talent markets, the Board believes that retention risk is currently unacceptably
high. The three-year contract to retain the CEO is in expectation of the relevant approvals of the Policy, including the necessary
approvals required to authorize this award.
• Recognition. A key aspect of retention is ensuring fair reward and appropriate recognition for performance delivered, including
the extraordinary financial and market achievements and the landmark acquisition of Ameriabank in 2024. The cumulative loss in
value for the CEO from the change to our 2022 Policy (which was intended to be ‘economically neutral’) has been US$ 5.2 million.
This award also fairly rewards the exceptional financial, operational and strategic performance which has underpinned our
position as the #1 performing stock in the FTSE 250 over the three-year period.
The Committee recognises that one-off awards are relatively unusual in the UK environment. However, by structuring the award
in this way, rather than making further increases to the normal annual package, we are addressing the underlying risks without
permanently embedding a higher quantum in the ongoing package, whilst at the same time ensuring the retention of the CEO and
recognising the extraordinary financial, operational and strategic performance of the Group in 2024.
Proposed change (4) – new performance ‘gateways’
The granting of performance-based deferred share awards will be subject to the satisfaction of certain ‘gateways’ or threshold
hurdles, in addition to satisfying the regular KPIs. For 2025, these include:
• that the legally required capital adequacy ratios (CET1, Tier 1 and Total) are achieved and all relevant capital and buffer
requirements necessary for regulatory purposes are met; and
• ROAE of the Group for the performance year is not less than 10%.
These new provisions provide additional safeguards within our incentive framework, preventing the grant of performance-based
remuneration in circumstances where it is not appropriate.
They supplement existing best practice provisions in this area. The Committee has discretion to ‘consider the performance of the
individual and the Group as a whole’ in determining the overall outcome. In addition, our extensive malus and clawback provisions
exceed typical UK practice.
Proposed change (5) – increase to CEO’s shareholder requirement
The shareholding guideline for the CEO will increase from 200% to 300% of salary. This will also apply to the post-employment
holding requirement.
The rationale for the proposed change is to recognise the importance of long-term share ownership to our remuneration structure.
By increasing the guideline to 300% of salary, we will now be more closely aligned with practice in the FTSE 100, and the upper
quartile of the FTSE 250.
Consideration of shareholder and stakeholder views
The Remuneration Committee consulted its major shareholders on the proposed Policy, covering c.63% of the Company’s
shareholder base, with emails, follow-up-calls and the offer of individual meetings in late 2024 and early 2025. To seek their views
on the proposed new Policy, the overall structure and any other matters they wished to discuss, shareholders were sent an extensive
presentation on the detail and the rationale, along with high level summaries. Many shareholders also took up the offer of a meeting
with Cecil Quillen as Chair of the Remuneration Committee and Mel Carvill as Chair of the Board and a Remuneration Committee
member, supported by members of management and the General Counsel UK. We also held discussions by email and gave
additional information where requested.
We received high levels of support and helpful input. Notable themes of the feedback were an appreciation of Mr Gachechiladze’s
leadership of the Group, in particular resulting in excellent contribution and performance, and that delivery and his efforts had
been exceptional.
Proxy advisor agencies also met with the team and discussed the Policy and offered suggestions on enhanced disclosure. We
also received input on the proposed structure from the NBG and complied with all requirements of the NBG Code, in addition to
complying with the UK Corporate Governance Code and regulations applicable to UK companies.
Following shareholder and proxy advisor feedback we made the following key amendments to the Policy and our
supporting disclosures:
1. Several shareholders wished to better understand how the additional variable award level (i.e. from 100% to 200% of salary)
would operate in practice. Some requested examples of the extraordinary value creation that might trigger the application of an
enhanced award, which we have now included in the explanation above. In addition, some of the hurdles we had proposed caused
confusion and were viewed as equivalent to KPIs. These have now been amended and clarified to be clearly minimum hurdles
which must be reached for an award to be given alongside the key requirement of an event or events of extraordinary
value creation.

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2. On benchmarking, there was also a general recognition that FTSE 250 listed companies were not a good comparison to Lion
Finance Group given the geographic focus and sensitivities of our CEO’s role. In response, we have disclosed further information
that we are permitted to disclose publically on the geographic sensitivities, the specifics of our talent market, and other
information that the Committee considered when determining the proposed quantum.
3. In line with common practice for most companies, we initially considered a Remuneration Policy that would allow a salary increase
every year for the Executive Director in line with inflation or other benchmarking, just as many employees in the wider workforce
are eligible for consideration for an annual pay increase. However, further to feedback from investors, and to provide additional
reassurance and clarity, the proposed Policy does not generally allow annual or incremental increases during the Policy term for
Mr Gachechiladze’s salary or bonus.
We appreciate the time and effort of our stakeholders in engaging with us and the Committee remains entirely open to
further engagement.
Overview of proposed Directors’ Remuneration Policy
The Committee believes the Directors’ Remuneration Policy (the ‘Policy’) is in the best interests of the Group. It is consistent with the
applicable regulatory requirements of the NBG and has very strong alignment with the interests of shareholders.
The renewed Policy retains the same basic structure as the 2022 policy. The structure dictates that a high proportion of the salary,
and all performance-related pay, is in deferred shares (no cash bonus). This creates strong medium- to long-term alignment with
shareholders. Nil-cost options are allocated at the time of grant, rather than vesting, which ensures maximum alignment with
shareholders. Performance-related deferred shares are subject to an extensive malus and clawback regime.
The Company’s current Remuneration Policy was approved by shareholders at the 2022 AGM. As previously explained in the 2022
Policy and in accordance with the NBG requirements, the 2022 Policy was effective from 1 January 2022 and the CEO’s three-year
contract was effective from the same date. In line with the normal three-year cycle for UK-listed companies, we will be seeking
approval for a new Policy at the 2025 AGM. In addition, the CEO’s three-year contract was renewed on 1 January 2025 but is
conditional upon shareholder approval of the new Policy.
The Policy will be subject to shareholder approval at the 2025 AGM. The Committee believes the Policy is in the best interests of
the Group. It is consistent with the applicable regulatory requirements of the NBG and has very strong alignment with the interests
of shareholders.
Shareholders approved the current Remuneration Policy at the AGM in 2022. The Company is required to seek approval for the
new Policy at the 2025 AGM. This Policy, once approved, will be effective for three years from the date of the 2025 AGM. It is a
provision of this Policy that the Group will honour all pre-existing obligations and commitments that were entered into prior to this
Policy taking effect. The terms of those pre-existing obligations and commitments may differ from the terms of the Policy and
may include (without limitation) obligations and commitments under service agreements (as detailed in the information below),
deferred share remuneration schemes, pensions and benefits. The service contract of the Group’s sole Executive Director and CEO,
Archil Gachechiladze, incorporates the terms of the Policy. To comply with the NBG requirements, his contract was valid for three
years from 1 January 2022 as stated in the 2022 Policy, and so accordingly under this Policy the Policy changes will be effective
from 1 January 2025, with additional salary for 2025 awarded once this Policy is approved by shareholders. Discretionary deferred
remuneration awarded for 2024 is governed by the 2022 Policy.
The CEO’s new service contract is dependent on this Policy being approved by a minimum of 50% of shareholders. With 50%
approval, the CEO’s fixed pay will be increased (Proposed change 1). However, the increase to the maximum variable for exceptional
performance (Proposed change 2) and the 2025 Retention & Recognition award (Proposed change 3) may only be implemented
with a 66% approval from shareholders (unless the regulations requiring such approval are subsequently relaxed). Therefore, based
on current regulations, without a 66% shareholder approval of the Policy some of the terms of the CEO’s updated remuneration
package will stall, which would create a high retention risk for the CEO.
The Remuneration Committee retains its discretion under the Policy to make minor amendments to the Policy (e.g. for
regulatory, exchange control, tax or administrative purposes or to take account of a change in legislation) without obtaining
prior shareholder approval.
For the avoidance of doubt, all references to Executive Directors refer to the Executive Directors of Lion Finance Group PLC,
covering the present Executive Director Archil Gachechiladze and any future Executive Directors of Lion Finance Group PLC while
this Policy is in force. The compensation structure of senior management (most of whom serve on the Management Board of Bank
of Georgia but who are not Executive Directors of Lion Finance Group PLC) is set by the Remuneration Committee and is modelled
on the Policy but not bound by it. The Remuneration Committee can set different vesting or other terms and conditions for some or
all of senior management, as the Committee thinks appropriate.
Directors’ Remuneration Report continued

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Governance Financial Statements Additional Information
Executive Directors’ Remuneration Policy table
A description of each of the elements comprised in the pay packages for the Company’s Executive Director is as follows:
Salary in the form of cash and long-term deferred shares
Purpose and link to strategy Operation Opportunity
• To closely align
Executive Directors’ and
shareholders’ interests.
• To promote long-term
value creation and share
price growth.
• To reflect the role and
required duties, skills,
experience and individual
contribution to the Group.
• To encourage
commitment to the Group
and to recruit and retain
high-calibre talent.
• The level of base salary for an Executive Director is set in their
service agreements. The level of salary is reviewed by the
Remuneration Committee when a service agreement is up for
renewal or if there is a significant change in circumstances and
the Executive Director and Remuneration Committee agree
to consequent changes in their agreements, for example the
implementation of a new Remuneration Policy.
• Salary is comprised principally of long-term deferred shares
(‘deferred share salary’) plus a cash salary.
• Deferred share salary is fixed in monetary value in the contract,
and awarded in the form of nil-cost options annually in respect of
the work year. It is usually expected to be awarded towards the
beginning of the work year. It is noted that none of the deferred
share salary vests during the work year; and that it is subject to
pro rata lapse in the event an incomplete year is worked.
• Deferred share salary awarded in respect of a work year will be
released over five years from the start of the year in which the
salary is earned as follows: 100% of the deferred share salary
vests on the first anniversary of the start of the work year and is
subject to holding periods so that 40% is released on the second
anniversary, and 20% is released on each of the third, fourth and
fifth anniversaries of the start of the work year.
• Upon vesting the Executive Director also receives cash payments
equal to the dividends paid on the underlying shares between the
date the award was made and the vesting date.
• Lapse provisions (natural malus) for an incomplete year are built
into the deferred share salary as set out in the notes to this Policy
table. Extended malus and clawback provisions do not apply to the
deferred share salary as the awards attach to salary already earned.
Instead the Remuneration Committee considers the discretionary
deferred salary as a sufficient base from which to apply the
extended malus and clawback provisions.
• The level of cash salary and
number of deferred salary
shares are set in the Executive
Directors’ service agreements,
and will be no more than the
Remuneration Committee
considers reasonable based
on the duties, skills and
experience of the Executive
Director. If another Executive
Director is appointed, the
value of their total salary and
their bonus opportunity (i.e.
the discretionary deferred
shares) is not expected to
exceed that of the CEO at
the time.
• The Remuneration Committee
has discretion to change the
split of total salary between
the cash salary and the
deferred share salary.
Cash salary
• The total amount payable
to the current CEO and
Executive Director, Mr
Gachechiladze, is
US$ 500,000 per annum.
Deferred share salary
• The value of deferred share
salary for Mr Gachechiladze
is fixed at the equivalent of
US$ 2,970,000 per annum,
to be awarded in deferred
shares. The number of shares
shall normally be calculated
using the average price of the
shares over five working days
prior to 25 December of the
year immediately preceding
the year of award.

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Performance-based remuneration – discretionary deferred shares
Purpose and link to strategy Operation Opportunity
• In the context of overall
Group performance, to
motivate and reward
an Executive Director
in relation to their
contribution to the
achievement of the KPIs
set by the Remuneration
Committee towards the
beginning of the year.
• Performance-based
remuneration solely in the
form of deferred shares
(no cash):
‒ closely aligns the
interests of an
Executive Director
with shareholders;
‒ avoids inappropriate risk
taking for short-term
gain; and
‒ encourages long-term
commitment to
the Group.
• Performance-based remuneration is awarded annually entirely
in the form of nil-cost options over shares which are subject to
vesting (‘discretionary deferred shares’). Lion Finance Group PLC
does not award cash bonuses to Executive Directors.
• The Remuneration Committee determines annually the number
of shares awarded based on the Executive Director’s achievement
of the KPIs set for the work year, and the performance of
the Group during that year. If appropriate, where a strategic
change or change in business circumstances has made one or
more of the KPIs an inaccurate or inappropriate gauge of the
Executive Director’s performance, the Remuneration Committee
may decide to base its assessment on alternative measures.
The Remuneration Committee also has discretion to consider
the performance of the individual and the Group as a whole.
The outcome of the Executive Director’s performance and the
Remuneration Committee’s determination will be reported
in the Directors’ Remuneration Report for the work year
in consideration.
• The Remuneration Committee has discretion to determine the
Executive Director’s performance-based remuneration on the
basis of the ‘exceptional maximum opportunity’, in a year where
extraordinary performance has resulted in significant growth of
the business (which was not otherwise pre-determined as a KPI
or KBO of the Executive Director for that year), or in a one-off
creation of significant additional shareholder value.
• Any discretionary deferred shares will normally be granted
following the end of the work year, although the Remuneration
Committee retains the discretion to determine such timing. Any
discretionary deferred shares will vest as follows: 40% vests
immediately, and 15% will vest on each of the third, fourth, fifth
and sixth anniversaries of the start of the work year.
• Each tranche will be subject to a further holding period of two
years as indicated in the notes to this Policy table (effectively,
discretionary deferred shares are released over eight years from
the beginning of the relevant work year).
• Upon vesting, the Executive Director also receives cash payments
equal to the dividends paid on the underlying shares between the
date the award was made and the vesting date.
• KPIs for the Executive Director are set near the beginning of
each work year and reflect the Executive Director’s targeted
contribution to the Group’s overall key strategic and financial
objectives for the work year. KPIs may also include subjective
factors such as self-development, mentoring and
social responsibility.
• There is no contractual right to discretionary deferred shares
and the Remuneration Committee reserves the right to award
no discretionary deferred share remuneration if the Group’s
performance is unsatisfactory.
• Extended malus and clawback, in addition to lapse provisions
(natural malus) apply as set out in the notes to this Policy table.
• For the year 2025, in light of the renewal of his agreement and
in recognition of his performance, Mr Gachechiladze will also
be granted a one-time Retention & Recognition award in the
amount of 100% of his annual fixed remuneration for 2024,
which is subject to the vesting and holding schedule applicable
to discretionary deferred share remuneration (see notes to this
Policy table).
• Two levels of maximum
opportunity apply: (i) standard
maximum opportunity and
(ii) exceptional maximum
opportunity. The maximum
number of discretionary
deferred shares that may
be awarded in respect
of standard maximum
opportunity of the previous
work year is capped at
100% of total salary (i.e.
cash and deferred share
salary), and the maximum
number of discretionary
deferred shares that may
be awarded in respect
of exceptional maximum
opportunity of the previous
work year is capped at 200%
of total salary (including
the standard maximum
opportunity). The latter is only
for exceptional performance
for example, one-off creation
of shareholder value. See
the notes to this table for
further explanation including
the example a successful
identification, execution and
integration of an especially
material strategic acquisition
that creates a step-change
in our earnings potential and
long-term shareholder value.
In addition, the exceptional
maximum opportunity may
only be awarded where TSR
performance over the relevant
financial year is within the
upper quartile against the
FTSE 250.
Directors’ Remuneration Report continued

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Governance Financial Statements Additional Information
Pension
Purpose and link to strategy Operation Opportunity
• The Group is required
to comply with pension
requirements set by the
Georgian Government.
• Pension provision is the
same for all employees in
the Group in Georgia.
• Pension provision will be in line with Georgian or other applicable
pension legislation, which may change from time to time.
• There is no provision for the recovery or withholding of
pension payments.
• In line with current Georgian
legislation, the Executive
Director and Bank of Georgia
each contribute 2% of total
remuneration from Bank of
Georgia, and the Georgian
Government may contribute
a further small amount (0-2%
depending on income levels).
• Pension contributions will
only increase above this level
if mandated by Georgian
or by any other applicable
legislation.
• The same arrangement
applies to employees across
the Group in Georgia.
Benefits
Purpose and link to strategy
Operation Opportunity
• Non-cash benefits are in
line with Georgian market
practice and are designed
to be sufficient to attract
and retain high-calibre
talent.
• Benefits consist of: life insurance; health insurance; incapacity/
disability insurance; directors’ and officers’ liability insurance;
physical examinations; tax gross-ups and tax equalisation
payments; company car and driver; mobile phone costs; personal
security arrangements (if requested by the Executive Director);
assistance with completing tax returns (where required);
relocation costs for the Executive Director and close family and
legal costs.
• Other benefits may be provided from time to time if considered
reasonable and appropriate.
• There is no provision for the recovery or withholding of benefits.
• There is no prescribed
maximum on the value
of benefits payable to an
Executive Director. The
maximum amount payable
depends on the cost of
providing such benefits to an
employee in the location at
which the Executive Director
is based.
• If the Executive Director’s
personal circumstances do
not change and the Group
is able to obtain benefits on
substantially the same terms
as at the date of this Policy,
the aggregate cost of benefits
for an Executive Director
during the Policy’s life is not
expected to change materially.
Other Executive Director policies – shareholding guidelines
Purpose and link to strategy
Operation Opportunity
• To ensure Executive
Directors build and hold
a significant shareholding
in the Group over the
long term.
• To align Executive
Directors’ interests with
those of shareholders.
• To ensure departing
Executive Directors make
long-term decisions and
maintain an interest in
the ongoing success of the
Group post-employment.
• Executive Directors are required to build and then maintain a
shareholding with a 300% equivalent of total salary (i.e. cash and
deferred share salary), with such amount to be built up within a
five-year period from appointment as an Executive Director (the
‘Required Shareholding’).
• All beneficially owned shares, as well as unvested (net of tax) and
vested deferred share salary and discretionary deferred shares
will count towards the Required Shareholding (as such awards are
not subject to any performance conditions after grant).
• Meeting and maintaining the Required Shareholding is likely to
happen naturally over the course of the Executive Director’s
employment.
• Executive Directors are to retain the lower of the Required
Shareholding or the Executive Director’s actual shareholding
at the time employment ceases, for a period of two years from
the date on which employment ceases unless the Remuneration
Committee determines otherwise. It is noted that a good leaver
may hold substantially higher than this shareholding in unvested
shares alone.
• In very exceptional circumstances, for example in the event of a
serious conflict of interest, the Remuneration Committee has
the discretion to vary or waive the Required Shareholding, but
must explain any exercise of its discretion in the Group’s next
Remuneration Report. It should be emphasised that there is no
present intention to use this discretion.
• Not applicable.

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Notes to the Policy table
Cash salary
The Remuneration Committee has the discretion under the Policy to change the currency in which cash salary is paid and also has
the discretion to determine the appropriate exchange rates for determining the cash salary to be paid.
Deferred share salary
Deferred share salary is the most important element of the Executive Director’s fixed annual remuneration and is commensurate
with their role within the Group. By weighting salary towards a deferred share salary that vests and is released over five years rather
than cash, the Executive Director’s day-to-day actions are geared towards achievement of the Group’s strategic goals and sustained
Group performance over the long term.
Deferred share salary is granted towards the beginning of the work year and vests/is held for over five years from the start of the
work year as follows: 100% vests on the first anniversary of the start of the work year and is then subject to holding periods, with
40% released on the second anniversary, and 20% released on each of the third, fourth and fifth anniversaries of the start of the
work year.
The deferred share salary is neither a bonus nor an LTIP; it is salary fixed as a monetary value in an Executive Director’s service
agreement(s) and is therefore not subject to performance targets or measures. Nil cost options for deferred share salary will be
awarded towards the beginning of the work year rather than at the end (although they lapse pro rata for any incomplete years
worked). The Executive Director’s service agreement(s) will reflect these provisions.
As noted above, the value of the deferred share salary is fixed as a monetary value in the Executive Director’s service agreement. The
number of shares shall normally be calculated using the average price of the shares over five working days prior to 25 December of
the year immediately preceding the year of award.
In compliance with the NBG requirements, the 2022 deferred share salary was awarded after the Policy was approved at the
AGM but was effective from 1 January 2022. In accordance with this system and the renewal of the contracts after three years,
the additional 2025 deferred share salary will be awarded after the new Policy is approved at the AGM, and will be effective from
1 January 2025 and vesting and holding periods will be adjusted as if it had been awarded in January 2025; and so 100% will vest
in January 2026 with 40% released from holding in January 2027, and 20% released in each of January 2028, January 2029 and
January 2030.
Performance-based (discretionary deferred share) remuneration
No cash bonuses are paid to Executive Directors. Further the Group does not operate an LTIP because it believes there is sufficient
long-term incentive built into its deferred share salary structure.
Instead, an Executive Director’s individual and Group performance is rewarded through an annual award of discretionary deferred
shares which will be subject to vesting and holding periods as follows: 40% vests immediately but is subject to a two-year holding
period whereupon it is released on the third anniversary of the start of the work year; and 15% will vest on each of the third, fourth,
fifth and sixth anniversaries of the start of the work year and are subject to a further two-year holding period and so are released
on the fifth, sixth, seventh and eighth anniversaries of the start of the work year. For the work year 2025, performance-based
remuneration will be awarded based on this Policy. Performance-based remuneration will be subject to the above holding and
vesting periods so that 40% would vest upon grant in 2026 but is subject to a further two-year holding period and so will be released
from holding in January 2028, and the remainder would vest in 15% tranches and be released after a further two-year holding period
so that 15% is released from holding in each of January 2030, January 2031, January 2032 and January 2033 (and so the shares are
released over eight years from the beginning of the relevant work year).
The Remuneration Committee will determine the aggregate number of shares (if any) that will be awarded to an Executive Director
and as in the table above, the maximum opportunity that Mr Gachechiladze, the current CEO, may be awarded in a given year on
standard basis is equivalent to 100% of total salary (i.e. cash salary and deferred share salary) converted into a number of shares
(normally calculated using the last closing share price before the Remuneration Committee meeting at which the discretionary
deferred share award is determined or over an appropriate date range).
The Remuneration Committee will make the determination on the number of shares to be awarded annually in respect of the
Executive Directors and senior management and will consider the defined maximum opportunity, the Group’s performance and the
individual’s KPIs when making a determination.
Performance measures and relative targets are chosen to reflect strategic priorities for the Group and will be chosen by the
Committee annually towards the beginning of the performance year. The aggregate pool of shares available each year for awards of
discretionary deferred share compensation for the Executive Directors and senior management as a whole is determined annually by
the Committee in its absolute discretion, based on a number of factors usually including:
• financial results;
• strategic objectives; and
• people and culture objectives.
The Remuneration Committee retains flexibility to adjust the amount to be awarded, for example, if strategic objectives evolve or if
business circumstances change during the year. The Committee believes this flexibility ensures the Board can work with an Executive
Director so that they do not take excessive risk to achieve KPIs. Even in a ‘good’ year for an Executive Director (e.g. achievement of
most of their KPIs), if this coincides with a ‘bad’ year for the Group (e.g. adverse markets), the Committee has discretion to award
little or no discretionary remuneration to the Executive Director if it considers it appropriate to do so. The precise measures will
be determined by the Committee and disclosed retrospectively in the Remuneration Report following the year of the Committee’s
determination.
Directors’ Remuneration Report continued

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Strategic Report
Governance Financial Statements Additional Information
The maximum the CEO may be awarded on an exceptional basis is 200% of total salary (calculated as above). This figure would
include the maximum opportunity on a standard basis. An example of extraordinary value creation – and a potential scenario
which could cause the Committee to consider this provision – is successful identification, execution and integration of an
especially material strategic acquisition that creates a step-change in our earnings potential and long-term shareholder value.
Any determination by the Committee on an exceptional basis will be accompanied by a detailed rationale in the following year’s
Directors’ Remuneration Report.
Gateway hurdles and underpins
The award of Performance Based Shares is subject to the Executive Director passing the ‘gateway hurdles’ set by the Remuneration
Committee for the financial year. The Committee retains discretion to vary or substitute any performance measure or gateway
hurdle if an event occurs that causes it to determine that it would be appropriate to do so (including taking account of acquisitions
or divestments, a change in strategy or a change in prevailing market conditions), provided that the Committee determines any such
variation or substitution is fair and reasonable. If the Committee were to make such a variation, an explanation would be given in
the next Directors’ Remuneration Report. For full year 2025 the gateway hurdles are:
• The legally-required capital adequacy ratios all achieved for Bank of Georgia i.e.
‒ CET1;
‒ Tier 1;
‒ Total; and
‒ all relevant capital and buffer requirements that are necessary for regulatory purposes as preconditions to issue discretionary
remuneration are met; and
• Further, the Remuneration Committee may, at its discretion further apply the following additional gateway hurdle: Group ROAE
for the performance year is not less than 10%.
The Remuneration Committee notes that the grounds for malus and clawback in this Policy are extensive and exceed typical UK
practice and given this fact, further acts as an underpin.
Malus and clawback, and shareholding guidelines
Discretionary deferred shares are subject to malus and clawback in the following circumstances:
• misconduct in the performance or substantial failure to perform duties by the Executive Director or material breach of applicable
regulations and/or Bank of Georgia’s internal policies;
• significant financial losses, serious failure of risk management or serious damage to the reputation of Lion Finance Group PLC or
Bank of Georgia caused by misconduct or gross negligence (including inaction) of the Executive Director;
• material misstatement or material errors in the financial statements that relate to the area of responsibility of the Executive
Director or can be attributed to action or inaction of the Executive Director’s performance of their duties;
• deliberately misleading Lion Finance Group PLC or Bank of Georgia in relation to financial performance;
• failure to continue to meet the fitness and properness criteria for an Executive Director of Bank of Georgia;
• material increase with respect to the required regulatory capital of Bank of Georgia that can be attributed to the action or
inaction of the Executive Director;
• misconduct that contributed to the imposition of material regulatory or other similar sanctions;
• payments based on erroneous or misleading data, for which malus and clawback apply to discretionary deferred remuneration
awarded for the year in question; and
• significant increases in Bank of Georgia’s regulatory capital requirements (for clawback to apply such failures/problems are to
have been caused by or attributable to the actions or inactions of the Executive Director).
The Remuneration Committee further has the right to withhold the release of already-awarded discretionary deferred share
remuneration if such is mandated by the needs of preservation of Bank of Georgia’s regulatory capital.
The above provisions will form part of Mr Gachechiladze’s service contract. Further, the Group has amended the Executive Equity
Compensation plan to allow shares to be lapsed, including to zero, or clawed back in accordance with the provisions in the Executive
Director’s contracts.
Clawback is for up to two years from vesting and for the Group’s current Executive Director and CEO, Mr Gachechiladze, the
Group also has unusually strong malus provisions where unvested discretionary deferred shares lapse when the service contract is
terminated under certain circumstances, including for ‘Cause’ such as gross misconduct, failure to perform duties, material breach
of obligations and unethical behaviour. This may be several years’ worth of discretionary deferred shares. See the Termination of JSC
Bank of Georgia service agreement table on page 169 below.
The shareholding guidelines are to build and then maintain a shareholding with a 300% equivalent of total salary and then to
maintain such for two years post-employment. The shareholding guidelines are set as express provisions in Mr Gachechiladze’s
contract (this is an increase from the previous Policy, for which the shareholding requirement was to build up and hold
200% equivalent).

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Discretion
The Remuneration Committee retains a substantial degree of discretion in relation to discretionary share remuneration.
This includes:
• determination of the award, if any;
• selection of KPIs, which may vary from year to year in order to align with strategy and financial objectives;
• any adjustments required to an Executive Director’s KPIs during the work year when, for example, there has been a change in
strategy or business circumstances which results in one or more KPIs becoming an inaccurate gauge of performance; and
• the discretion to override any formulaic outcomes when it considers it reasonable in the circumstances to do so prior to or upon
vesting of discretionary deferred shares.
For the avoidance of doubt the Group shall not award (or shall reduce the amount of the award accordingly) to the extent that such
award would cause a breach of the NBG’s capital adequacy requirements and other regulatory ratios. The Remuneration Committee
has discretion to vary the vesting and holding schedule of the discretionary deferred share awards and/or salary share awards if
necessary, for example in the event of a statutory or other serious conflict of interest or other singular event.
Any exercise of discretion made by the Committee on the basis of this section shall be described and explained in the next Directors’
Remuneration Report.
Consideration of employment conditions elsewhere in the Group
Remuneration packages for all Group employees comprise both fixed and variable elements. In accordance with prevailing
commercial practice, the Remuneration Committee does not formally consult with employees in preparing the Remuneration Policy,
but in determining an Executive Director’s remuneration, the Committee considers:
(i) pay and employment conditions of senior management;
(ii) pay and employment conditions across the Group as a whole;
(iii) whether employees across the Group are personally satisfied with the way they are remunerated; and
(iv) feedback received from Human Resources and other employees in the executive remuneration structure.
Our employees’ remuneration packages are comprised of cash salary, bonus opportunity and benefits. For senior management, the
remuneration package is heavily weighted towards deferred shares in the form of nil-cost options which align remuneration of senior
management with shareholder interests. All employees receive a competitive benefit package in line with Georgian or Armenian
market practice.
All Georgian employees are entitled to participate in the national pension scheme on the same terms as applicable to Executive
Directors, and the equivalent applies to Armenian employees in line with Armenian local legislation.
Other factors taken into consideration are competition in the marketplace, individual performance and competencies. Usually,
exceptional personal performance is recognised through variable pay. The Company also operates an Employee Equity
Compensation Plan on a discretionary basis.
The remuneration of employees in the Group, other than the Executive Director(s) and senior management, is benchmarked against
the Georgian or Armenian labour market as the most relevant comparator. The Remuneration Committee is regularly informed by
Human Resources of remuneration developments across the Group.
The compensation structure of senior management is set by the Remuneration Committee and is modelled on the Policy but the
Committee is not bound by it when setting senior management’s remuneration and also takes into account local practices and the
need to be competitive. The Committee generally awards members of senior management the majority of their discretionary award
in discretionary deferred shares as a bonus, ensuring maximum alignment with shareholders and helping set the tone from the top.
Equity compensation trusts and dilution limits
The Group operates two employee benefit trusts (EBTs), one for senior executives, and the other for employees below the executive
level (the ‘ESOPs’), which hold ordinary shares on trust for the benefit of employees and former employees of the Group, and their
dependents, and which is used in conjunction with the Group’s employee share schemes.
The Group has committed that new shares issued in satisfaction of share compensation from the time of the Company’s listing on
the LSE will not exceed 10% of the Company’s ordinary share capital over any ten-year period.
Business expenses
Executive Directors are reimbursed for reasonable business expenses incurred while carrying out duties under their service contracts,
on provision of valid receipts.
Remuneration scenarios relating to the above Policy
The chart below shows an estimate of the remuneration that could be received by Mr Gachechiladze, our sole Executive Director and
CEO, in respect of 2025 under the new Policy at three different performance levels. The chart represents a full year’s remuneration
for illustration purposes.
Note that this is only in respect of 2025 – the Retention & Recognition award is not payable for years 2026 and 2027.
Directors’ Remuneration Report continued

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Governance Financial Statements Additional Information
US$’000
Minimum
Target
Maximum
Maximum with Exceptional Value Creation
Total 13,304
Total 9,834
Total 8,793
Total 6,364
Fixed cash, salary, pension
and benefits
Fixed shares salary Discretionary deferred
share compensation
Exceptional value
creation
Retention and recognition
40%
29%
26%
19%26%26%22%6%
35%30%8%
28%34%9%
47%13%
The Group voluntarily discloses that there is no effect of share growth or decline on the value of awards at the time of award
because the awards are calculated using a fixed cash value as required by the NBG regulations of 2021.
(For long-term incentive awards with performance targets or measures relating to more than one financial year, disclosure of
the value of the award in the event of a 50% share price appreciation is required by the Companies (Miscellaneous Reporting)
Regulations 2018; however the Group is not subject to such disclosure requirements as performance measures for the discretionary
deferred share award are limited to one year. Such disclosure is also not required for salary compensation in the form of shares.)
Notes:
1
Retention & Recognition award for 2025 comprises deferred shares. This is a one-off award for 2025 and is not repeated in the other years of the Policy. The value of the
retention bonus award is 100% of fixed pay under the old Policy, i.e. US$ 2,570,000. 40% will vest immediately but is subject to a two-year holding period and so will be released
from holding in January 2027, and 15% will vest in each of January 2028, January 2029, January 2030 and January 2031 but be subject to a further two-year holding period and
so will be released in January 2030, January 2031, January 2032 and January 2033.
2
Salary is comprised of cash and deferred salary shares. Mr Gachechiladze’s total cash salary in 2025 in respect of his service agreements with the Group (Lion Finance Group
PLC, JSC Bank of Georgia, Ameriabank CJSC is US$ 500,000). The value of the deferred share salary is US$ 2,970,000 and for 2025 will vest in January 2026, with 40%
released from holding in January 2027, and 20% released in each of January 2028, January 2029 and January 2030. Projected benefits are included based on 2024 numbers.
For pensions, JSC Bank of Georgia is obliged to add 2% contribution into the mandatory Georgian government pension scheme, and this is included. Pension is payable into the
scheme upon exercise of shares, and as the cash value of the contribution to the fund will naturally vary from year to year depending on the number of shares exercised and the
value of the shares at point of exercise, the above assumes all share options available in 2025 are exercised.
3
The means of determining the number of shares underlying the discretionary deferred share remuneration and terms and conditions applicable to this remuneration are
described in the Policy table. Discretionary deferred shares in respect of 2025 will be formally granted in 2026, with 40% vesting immediately subject to a two-year holding
period and so will be released from holding in January 2026, and 15% vesting in each of January 2028, January 2029, January 2030 and January 2031, subject to a further two-
year holding period and so will be released in January 2030, January 2031, January 2032 and January 2033.
4
Minimum opportunity reflects a scenario whereby Mr Gachechiladze receives only fixed remuneration comprising the Retention & Recognition award, salary (cash and deferred
share salary), pension contributions and benefits, and where the Remuneration Committee considers that the Group’s or Mr Gachechiladze’s performance in 2025 does not
warrant any award of discretionary deferred shares.
5
On-target opportunity reflects a scenario whereby Mr Gachechiladze receives fixed remuneration (as described in note 4 above) and discretionary deferred shares with a
value of US$ 2,429,000, being 70% of the maximum opportunity (as described in note 6. below). In this scenario, the Remuneration Committee considers that the Group’s and
Mr Gachechiladze’s performance in 2025 are in line with the Group’s expectations.
6
Maximum opportunity reflects a scenario whereby Mr Gachechiladze receives fixed remuneration (as described in note 4 above) and discretionary deferred shares with
a value of US$ 3,470,000 being 100% of total salary (i.e. cash and deferred share salary). In this scenario, the Remuneration Committee considers that the Group’s and
Mr Gachechiladze’s performance in 2025 warrant the highest possible level of discretionary deferred share remuneration.
Policy on the appointment of external hires, internal appointments and renewal of contracts
Any new Executive Director appointed to the Board, or Executive Director whose contract is being renewed, would be paid no
more than the Remuneration Committee considers reasonably necessary to attract or retain a candidate with the relevant skills
and experience. The maximum remuneration package would comprise the components described in the Policy table above. The
Committee may, at its sole discretion and taking into account the role assumed by the Executive Director, vary the amount of any
component in the package up to the limits set out in the Policy table above in relation to Executive Directors. This discretion will only
be exercised to the extent required to facilitate the recruitment or retention of the particular individual. In addition, the terms and
conditions attaching to any component of the remuneration might be varied insofar as the Committee considers it necessary or
desirable to do so.
In addition to the components and outside the limits set out in the Policy table, the Remuneration Committee may also decide to provide:
• Relocation support, tax support and legal fees depending on the individual’s circumstances, including, where relevant, to his or her
family. The Group has not set a maximum aggregate amount that may be paid in respect of any individual’s relocation support,
but will aim to provide support of an appropriate level and quality on the best terms that can reasonably be obtained.
• Upon the recommendation of the Remuneration Committee, a ‘buy out’ incentive award intended to compensate an incoming
Executive Director for any awards granted to an incoming Executive Director by a previous employer, and which have been
foregone as a result of an individual’s employment with the Group. In these circumstances, the Group’s approach may be to
match the estimated current value of the foregone awards by granting awards of deferred share compensation which vest over
a similar period to the awards being bought out. The application of performance conditions or clawback provisions may also
be considered, where appropriate. Such new awards may be granted in addition to any deferred share salary and discretionary
deferred share compensation.
• A one-off buy out or retention remuneration award during the first year of a new or renewed contract respectively which shall
not exceed 200% of one year’s annual fixed remuneration. The vesting and holding schedule applicable to discretionary deferred
share remuneration shall apply, as will malus and clawback provisions.

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When granting a buy out or retention award, care shall be taken by the Remuneration Committee to ensure that nobody is paid
more than is necessary to recruit or retain the most suitable candidate, taking into account their strategic importance to Lion
Finance Group PLC and Bank of Georgia and the market conditions or threat of poaching.
For the year 2025, in light of the renewal of his agreement, CEO Mr Gachechiladze will be granted a one-time Retention &
Recognition award in the amount of 100% of his annual fixed remuneration for 2024, which is subject to the vesting and holding
schedule applicable to discretionary deferred share remuneration. By structuring the award in this way, rather than making further
increases to the normal annual package, our intention is to address the underlying risk without permanently embedding higher
quantum in the ongoing package.
Non-executive Directors’ Remuneration Policy
A description of each of the elements of the pay package for Non-executive Directors of the Company under its Remuneration Policy
is as follows:
Purpose and link to strategy Operation Opportunity
• To attract and retain high-
performing Non-executive
Directors with the requisite
skills, knowledge, experience,
independence and other attributes
to add value to the Group.
• To reflect the responsibilities of
time commitment dedicated by
Non-executive Directors and role.
• All fees are paid in cash on a quarterly basis.
• Fees may be reviewed from time to time by the
Board (but not necessarily changed), taking into
account the time commitment, responsibilities
and the technical skills required to make a valuable
contribution to the Board, and by reference to
comparators, benchmarking, responsibilities,
results of the annual review and other guidance.
The fees may also be amended and varied if there
are unforeseen and exceptional circumstances
necessitating such review. The Board reserves the
right to structure the Non-executive Directors’ fee
differently in its absolute discretion.
• Non-executive Directors receive a base fee.
Additional fees are payable to compensate for time
spent discharging Committee duties and Bank of
Georgia and Ameriabank CJSC duties.
• There is no remuneration in the form of deferred
share salary or discretionary deferred shares or any
variable or performance-linked remuneration
or incentives.
• Non-executive Directors are reimbursed for
reasonable business expenses, including travel
and accommodation, which are incurred in the
course of carrying out duties under their letters
of appointment, on provision of valid receipts
and role appropriate benefits may be provided
in certain circumstances.
• The Group is required to comply with pension
requirements set by the Georgian Government.
Consequently, where a Non-executive Director is
resident in Georgia, the Group will make pension
contributions of 0-2% of fees. The Group will also
comply with pension requirements set by other
countries’ law where applicable.
• The maximum aggregate Lion
Finance Group PLC fees for all
Non-executive Directors which may
be paid under Lion Finance Group
PLCs Articles of Association is
GBP 750,000.
• A specific maximum has not been
set for the individual base or
Committee fees or subsidiary
board fees.
• The Senior Independent Non-
executive Director receives a higher
base fee reflecting the extra time
commitment and responsibility.
• The Chairman receives a
fee reflecting the extra time
commitment and responsibility.
The Chairman does not receive
Committee fees.
• The fees paid to each Non-
executive Director will be disclosed
in the relevant reporting year’s
Annual Report.
Service agreements and policy on payments for loss of office for our Directors
At the date of this Annual Report, Mr Gachechiladze is the sole Executive Director of the Company. He has a service agreement with
an effective date of 28 January 2019 with Lion Finance Group PLC for an indefinite term (subject to annual re-election at the AGM)
which is terminable by either party on four months’ notice unless for cause where notice served by LFG shall have immediate effect.
Mr Gachechiladze also has a service agreement with JSC Bank of Georgia with an effective date of 1 January 2025 (in accordance
with the three-year cycle from 1 January 2022 arising from compliance with the NBG requirements) for an employment term of
three years which is terminable by the Company with immediate effect and by the Executive Director on not less than four
months’ notice.
Mr Gachechiladze also has a letter of appointment as a Non-executive Director of Ameriabank CJSC from 27 November 2024, in
standard format for a Non-executive Director of such bank, and in accordance with the regulations of the CBA. Monthly payment
is the minimum possible, at US$ 200 net monthly (with the equivalent gross amount deducted from payments made under his
PLC contract so that the overall salary to Mr Gachechiladze remains no more than before). In summary, the agreement may be
terminated at any time in accordance with the manner defined by the legislation of the Republic of Armenia, in the event of certain
misconduct or similar, or by mutual consent. Termination and payments are described more fully in the letter of appointment.
All documents are available for inspection by shareholders at Lion Finance Group PLC’s registered office.
In accordance with the three-year cycle arising from compliance with the NBG requirements the changes arising from the new Policy
will be effective as of 1 January 2025.
Directors’ Remuneration Report continued

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Governance Financial Statements Additional Information
The Group’s policy towards exit payments allows for a variety of circumstances whereby an Executive Director may leave the
business. The Remuneration Committee reserves the right to determine exit payments other than those set out below, where
appropriate and reasonable in the circumstances to do so, including where an Executive Director leaves by mutual agreement.
The Committee may decide to pay some or all of the Executive Director’s legal fees in relation to the termination. In all
circumstances, the Committee does not intend to reward failure and will make decisions based on the individual circumstances.
The Committee’s objective is that any such agreements are determined on an individual basis and are in the best interests of the
Company and its shareholders at the time.
The provisions in section (1) and (2) below summarise the termination and payments for loss of office provisions pursuant to
Mr Gachechiladze’s service agreement with Lion Finance Group PLC and JSC Bank of Georgia respectively. The Committee retains
the discretion to apply different notice, termination and payment for loss-of-office provisions to incoming Executive Directors.
(1) Termination of Lion Finance Group PLC service agreement
Where the service agreement is to be terminated on notice, LFG may put Mr Gachechiladze on garden leave and continue to pay his
cash salary under the Lion Finance Group PLC service contract provided that any accrued and unused holiday entitlement shall be
deemed to be taken during the garden leave period. Lion Finance Group PLC may terminate Mr Gachechiladze’s employment early
with immediate effect and without notice or pay in lieu of notice in the case of, among other circumstances, his dishonesty, gross
misconduct, gross incompetence, conviction of an offence (other than traffic-related where a non-custodial penalty is imposed) or
becoming of unsound mind. Lion Finance Group PLC may also terminate the agreement with immediate effect by payment in lieu of
notice, in which case the payment in lieu of notice shall be of his basic salary only.
(2) Termination of JSC Bank of Georgia service agreement
Termination reason Separation payments Vesting and lapse of awards
Termination by the Bank of Georgia
for cause.
Accrued but not yet paid: salary,
dividends (or equivalent amounts),
bonuses, benefits and expenses.
Any unvested awarded discretionary deferred shares
as at the date when the Executive Director ceases
to be an Executive Director shall lapse (unless the
Remuneration Committee determines otherwise).
Termination by the Bank of Georgia
without cause.
As above but with a leaving
allowance and severance payment
constituting the immediate
monetary value of no less than four
months’ salary.
Any unvested awarded discretionary deferred shares
as at the date when the Executive Director ceases
to be an Executive Director shall continue to vest
in the normal way during the respective
vesting period(s).
Termination by the Chief Executive
Officer for good reason.
As per termination by the Bank of
Georgia without Cause.
Any unvested awarded deferred shares shall vest
immediately and be released from holding periods.
Termination by the Chief Executive
Officer without good reason.
Upon serving four months written
notice, as per termination by the
Bank of Georgia for Cause.
Any unvested awarded discretionary deferred shares
as at the date when the Executive Director ceases
to be an Executive Director shall lapse (unless the
Remuneration Committee determines otherwise).
Deferred share salary continues to vest in the normal way during the respective vesting period(s) unless otherwise stated. In the
event an incomplete calendar year is worked, deferred share salary for the relevant performance year is subject to pro rata lapse for
the incomplete portion of the year.
In the event of termination for cause, in accordance with the Malus and Clawback section above, the Bank may also look to claw
back vested discretionary deferred shares.
In addition to the vesting and lapse provisions above, in certain circumstances, including if the Executive Director terminates by
reason of death or there is a change of control, unvested deferred shares shall vest immediately and be released from their holding
period obligations (subject to the NBG requirements otherwise). If the Executive Director is not offered a new service contract upon
substantially the same terms or continued Board membership at the end of his or her service contract, or if the Executive Director
terminates due to injury, disability, redundancy or retirement, discretionary deferred shares will continue to vest in the normal way
during the respective vesting period(s).
There are also garden leave provisions and non-compete provisions which may apply up to six months after termination of the
service agreement and during which the Executive Director would be paid salary (including cash salary and deferred share salary)
but not bonuses (i.e. discretionary deferred shares). Termination includes ceasing to be an executive.
(3) Termination of Non-executive Directors’ appointments
Each Non-executive Director is required to submit himself or herself for annual re-election at the AGM. The letters of appointment
for Non-executive Directors provide for a one-month notice period, although the Group may terminate the appointment with
immediate effect without notice or pay in lieu of notice if the Non-executive Director has committed any serious breach or non-
observance of his or her obligations to the Group, is guilty of fraud or dishonesty, brings the Company or themselves into disrepute
or is disqualified as acting as a Non-executive Director, among other circumstances. Upon termination, the only remuneration a
Non-executive Director is entitled to is accrued fees as at the date of termination, together with reimbursement of properly incurred
expenses incurred prior to the termination date. The JSC Bank of Georgia letters of appointment with each Non-executive Director
appointed to the Supervisory Board, or advisory agreements with similar terms pending their formal appointment approval by the
NBG, also provide for a one-month notice period although the agreements can be terminated earlier for similar reasons. Advisory
Agreements pending formal approval of appointment to the Supervisory Board by the NBG are on similar terms. The Ameriabank
CJSC Letters of Appointment may be terminated at any time in accordance with the manner defined by the legistlation of the
Republic of Armenia, in the event of certain misconduct or similar, or by mutual consent. Termination and payments are described
more fully in the relevant agreements.

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Annual Report on Remuneration
Operation of the Committee
The members of the Remuneration Committee during the year were as follows:
Committee membership Date of membership
Cecil Quillen 24 February 2018; Chair since 1 January 2023
Al Breach 24 February 2018 to 15 March 2024
Tamaz Georgadze 24 February 2018
Hanna Loikkanen 20 September 2019
Mel Carvill 10 March 2022
Maria Gordon 20 September 2024
Cecil Quillen became Chair of the Committee on 1 January 2023, having previously been a member. Al Breach stepped down
from the Board and the Committee on 15 March 2024. Maria Gordon was appointed to the Board and the Committee on
20 September 2024.
All members of the Committee are independent Non-executive Directors of the Board. The skills and experience each member
contributes can be found on pages 120 to 123.
The Remuneration Committee is principally responsible for establishing and implementing a Remuneration Policy that rewards
fairly and responsibly and that is designed to support the Company’s strategy and promote its long-term sustainable success. The
Committee takes into account pay and employment conditions elsewhere in the Group, and oversees any major changes in employee
remuneration structures.
The report complies with the provisions of the Companies Act 2006 and Schedule 8 of The Large and Medium-sized Companies
and Groups (Accounts and Reports) Regulations 2008. It has been prepared in line with the recommendations of the UK Corporate
Governance Code and the requirements of the UK Listing Rules.
The Committee considers outside guidelines, including the Investment Association Principles of Remuneration. The UK General
Counsel attends events organised by investor bodies, proxy advisors, accountancy firms, law firms, regulatory bodies and
similar organisations to keep the Committee up to date with developing market practice. Committee members also meet with
stakeholders, including as detailed in this report in respect of the development of the new Policy.
Advisors
The Committee engaged specialist remuneration consultant Alvarez & Marsal to provide support and independent guidance on
remuneration. Total fees paid to Alvarez & Marsal were GBP 35,400 during the 2024 financial year, calculated on a time and advisory
stage basis. Alvarez & Marsal has no other affiliations with the Group and the Committee is satisfied with its objectivity and
independence. Alvarez & Marsal is a member of the Remuneration Consultants’ Group and has signed up to their Code of Conduct
on executive remuneration consulting.
The Committee received additional advice on compliance from Baker & McKenzie LLP, the Group’s legal advisors, and is of the view
that this advice was objective and independent.
Shareholder context
Below are the shareholder voting figures for the most recent Directors’ Remuneration Report (2023), as presented at our AGM on
17 June 2024:
Resolution Votes for % Votes against % Total votes cast Votes withheld
Approval of the Directors’
Remuneration Report 32,729,672 92.61 2,610,695 7.39 35,340,367 1,118
The Directors’ Remuneration Policy was last approved by shareholders at our AGM on 20 June 2022. The Policy received the following
votes from shareholders:
Resolution Votes for % Votes against % Total votes cast Votes withheld
Approval of the Directors’
Remuneration Policy 26,378,680 67.62 12,629,820 32.38 39,008,500 250
In response to the significant minority of votes against the 2022 Policy, the Committee undertook an extensive shareholder
engagement exercise covering 50% of our shareholder base, with a focus on those who voted against the Policy (as well as many
who did not). We extensively disclosed on the process, the results and action taken in the 2022 Annual Report. You can read more
about this in the ‘Shareholder Engagement and response’ section in the Chair’s Letter of the Directors’ Remuneration Report at
https://lionfinancegroup.uk/annual-reports/annual-report-archive.
Directors’ Remuneration Report continued

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Annual Report 2024 Lion Finance Group PLC
Strategic Report
Governance Financial Statements Additional Information
Terms of Reference
The Committee reviewed its Terms of Reference during the year and made recommendations for changes to the Board, taking into
account the Provisions on remuneration in the UK Corporate Governance Code 2024. The Terms of Reference are available on our
website at https://lionfinancegroup.uk/leadership-and-governance/documents.
How the Remuneration Committee addressed the factors in Provision 40 of the UK Code
The Remuneration Committee pays close attention to the requirements of the UK Corporate Governance Code (‘the UK Code’) in
determining the Policy and its structure. For 2024, this includes the factors set out in Provision 40 of the UK Code:
Principle Approach
Clarity The rationale is clear: the Executive Director and senior management are incentivised towards the
medium- to long-term success of the Company. Targets for annual bonuses are aligned to the Group’s
strategic priorities. This provides clarity to shareholders and other stakeholders on the relationship
between the successful delivery of the Group’s strategy and remuneration paid.
Simplicity The Policy is designed to retain simplicity while complying with all relevant regulatory requirements
and meeting shareholder expectations. Remuneration elements include fixed pay (base salary
comprising cash salary and deferred salary shares, pension and benefits) and variable pay
(discretionary deferred shares and no cash bonus).
Risk Having such a high proportion of remuneration in shares deferred over several years means that the
structure drives the CEO and senior management to mitigate reputational and behavioural risks
or short-termism in their actions and decisions, and avoids conflicts of interest. The Policy also has
minimum shareholding and post-employment shareholding requirements.
Predictability The Policy describes the purpose, operation and maximum potential of each remuneration element
and illustrates a range of potential outcomes for Executive Directors. Weighted KPIs and ranges for
associated targets are used in the financial year’s performance review.
Proportionality Outcomes reward performance proportionately by reference to performance targets, although the
Remuneration Committee retains its discretion to adjust the award as it considers appropriate. For
further considerations on proportionality, see the ‘CEO pay comparators for a Group operating in a
unique talent market’ section on page 156. The CEO’s performance-based remuneration is subject to
extensive malus and clawback provisions.
Alignment to culture A high proportion of remuneration paid in deferred shares rather than cash promotes alignment with
the culture and long-term success of the Company. Further, the CEO’s performance KPIs include: (i)
eNPS; (ii) ESG/impact; and (iii) lowest team member performance, which is new for 2024.
See the Chair’s Letter for further explanation of the alignment to the Group’s purpose and values.
Single total figure of remuneration for the sole Executive Director (audited)
The table below sets out the remuneration earned by the Company’s Executive Director, Archil Gachechiladze, in respect of his
employment with the Company for the years ended 31 December 2024 and 31 December 2023.
For 2024, 77% of Mr Gachechiladze’s remuneration as set out in the table below is in the form of deferred shares. Deferred shares
will vest in tranches, with vesting and holding periods of up to eight years from the start of the work year in accordance with the
Policy and as illustrated in the diagram on page 157.
Cash salary
1
Deferred
share salary
2
(US$)
Taxable
benefits
3
(US$)
Pension
benefits
4
(US$)
Dividend
equivalents
5
(US$)
Total
fixed pay
(US$)
Discretionary
deferred
share
remuneration
6
(US$)
Total
variable pay
(US$)
Single
total figure
(US$)
2024 370,000 2,200,000 54,586 234,867 736,514 3,595,967 2,418,353 2,418,353 6,014,320
2023 370,000 2,200,000 62,597 171,185 722,386 3,526,168 2,492,902 2,492,902 6,019,070
Notes:
1
Expressed in US Dollars but alternatively may be paid in British Pounds, Armenian Dram and Georgian Lari, as applicable, converted into the respective currency as at the date
of payment. Accordingly, there may be variations in the numbers above and those provided in the accounts.
2
Deferred share salary. The figures show the value of the underlying nil-cost options over shares granted in respect of the 2024 and 2023 work years. For 2024, Mr Gachechiladze
was awarded 45,785 shares. The the number of shares was calculated by reference to a US$ 48.0504 share price which is the average share price of the five working days
before 25 December 2023. For 2023, Mr Gachechiladze was awarded 71,694 shares, the number of shares were calculated by reference to US$ 30.6859 share price which is the
average share price of the five working days before 25 December 2022. For each award, the shares vest on the first anniversary of the start of the work year but are subject
to holding periods so that 40% is released on the second anniversary, and 20% is released on each of the third, fourth and fifth anniversaries, of the start of the work year, all
subject to the terms of his service agreement.
3
Benefits. The figures show the gross taxable value of Mr Gachechiladze’s health, life and personal accident insurance and tax equalisation payments.
4
Pensions. The figures include the aggregate employer contributions into the defined contribution pension scheme for the relevant years. Under the scheme, normal retirement
age is 65. Mr Gachechiladze receives 2% employer contribution in line with other Georgian employees. Noting JSC Bank of Georgia is obliged to add 2% contribution into the
mandatory Georgian government pension scheme, pension for 2023 has been corrected from USD 3,400. Pension is payable into the scheme upon exercise of shares, and the
cash value of the contribution to the fund will naturally vary from year to year depending on the number of shares exercised and the value of the shares at point of exercise.
5
Dividend equivalents. The figures show the dividend value paid in respect of nil-cost options exercised in the relevant year. The difference in dividend equivalents is a result of the
total number of deferred shares held and of the Group’s dividend growth and not a change in or application of the Policy.
6
Discretionary deferred share remuneration. The figures show the value of the underlying nil-cost options over shares granted in respect of bonus awards in the relevant year.
For 2024 Mr Gachechiladze was awarded 41,816 shares. The number of shares were calculated by reference to the closing share price on 5 February 2025 (the working day
before the meeting) which was US$ 57.8332 (based on the official share price of GBP 46.20 per share converted into US Dollars using an exchange rate of 1.2518, being the
official exchange rate published by the Bank of England on the same date). For 2023 Mr Gachechiladze was awarded 51,462 shares. The number of shares were calculated by
reference to the closing share price on 12 February 2024 (the working day before the meeting) which was US$ 48.4416 (based on the official share price of GBP 38.40 per share
converted into US Dollars using an exchange rate of 1.2615, being the official exchange rate published by the Bank of England on the same date). In each case the discretionary
remuneration is deferred and any discretionary deferred shares will vest as follows: 40% vests immediately, and 15% will vest on each of the third, fourth, fifth and sixth
anniversaries of the start of the work year; each tranche is subject to a further two-year holding period and so are released on the fifth, sixth, seventh and eighth anniversaries
of the start of the work year. The awards are subject to the leaver provisions as described in the Policy available at https://lionfinancegroup.uk/leadership-and-governance/
documents. The means of determining the number of shares underlying this remuneration and the terms and conditions are also described in the Policy, and the basis for
determining Mr Gachechiladze’s 2024 discretionary award is described on pages 172 to 174.

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Annual Report 2024 Lion Finance Group PLC
Governance
7
Mr Gachechiladze was reimbursed for reasonable business expenses on provision of valid receipts, in line with Company policy.
8
No money or other assets are received or receivable by Mr Gachechiladze in respect of a period of more than one financial year. The Company does not operate an LTIP.
9
The number of shares awarded pursuant to the deferred share salary and discretionary deferred share remuneration is fixed on grant. No discretion has been exercised as a
result of share price appreciation or depreciation. Discretionary deferred shares are subject to one-year targets that are satisfied pre-grant. No amounts were recovered or
withheld in 2019, 2020, 2021, 2022, 2023 or 2024. The values reported at grant are not attributable to share price appreciation.
It is notable that the deferred share salary is released over a five-year period, and discretionary deferred share remuneration vests
in tranches over a total vesting and holding period of eight years from the start of the relevant work year, during which actual share
prices will also vary.
Basis for determining Mr Gachechiladze’s discretionary deferred share remuneration in respect of 2024
Mr Gachechiladze’s KPIs included both financial and non-financial components. They largely track the Group’s published KPIs as he is
expected to deliver on the Group’s key strategic, financial and ESG priorities.
The financial KPIs were selected to reflect key metrics that signal the financial health of our business. The Remuneration Committee
ensures the targets set are relevant drivers of required annual performance. KPIs also take into account stakeholders of the Group
and its culture, alongside non-financial strategic outcomes, and were disclosed in last year’s Annual Report. As KPIs were set in early
2024 and integration of Ameriabank into the Group has been ongoing, the non-financial KPIs currently focus on Bank of Georgia.
To improve accountability and transparency on sustainability further, we have included metrics within the ESG/impact KPI to
measure key initiatives of financial inclusion in Georgia: digital transactional MAU; cash withdrawals as a proportion of total
transactions; sCoolApp MAU; and self-employed borrower clients. Additionally, following feedback from shareholders, we have
added the green portfolio metric to enhance accountability on sustainable finance.
The individual KBO for the CEO focused on key strategy matters for 2024.
The following table sets out the KPIs set for Mr Gachechiladze in respect of 2024, and his performance against them. The notes
below the table provide further explanation of each KPI.
KPI with weighting % in brackets
(Numbering refers to the notes below the table)
Threshold
(25%)
Target
(70%)
Maximum
(100%) Achievement
Weighted
performance
outcome (see
corresponding
notes below
for further
explanation)
Financial KPIs
1. ROAE (14%)
20+% is the medium-term target,
although the KPI has been made more challenging
23.2% 26.2% 29.2% 30.0%
1
14.0%
2. Cost:income ratio (14%) 38.7% 36.7% 34.7% 34.3%
2
14.0%
3. COR (14%)
Cost of credit risk ratio 1.1% 0.9% 0.7% 0.5%
3
14.0%
4. PBT (14%)
Profit before tax GEL 1,704M GEL 1,873M GEL 2,042M GEL 2,176M
4
14.0%
Non-financial KPIs
5. Lowest team member performance (4%) 55% 65% 75% 69.5%
5
3.3%
6. NPS (6%)
Net Promoter Score 44 54 64 67
6
6.0%
7. eNPS (6%)
Employee Net Promoter Score 44 54 64 54
7
4.2%
8. ESG/impact (8%)
‒ Digital transactional MAU 1,236,700 1,291,000 1,342,000 1,400,511 1.6%
‒ Cash withdrawals/total transactions (by volume) 27.0% 25.0% 23.0% 25.75% 0.9%
‒ sCoolApp MAU 90,000 150,000 180,000 146,224 1.1%
‒ Self-employed borrower clients 56,000 60,000 64,000 63,110 1.5%
‒ Green portfolio 750 875 1,000 1,003
8
1.6%
Individual KPIs
9. Individual Key Business Objectives (20%) Below Met Exceeded
Between
Target and
Max 17.9%
Total 94.1%
Further information on each KPI (corresponding to the numbering in the table above):
1. Return on average equity (ROAE): 30.0% achieved (adjusted for one-offs items). Unadjusted ROAE for FY24 was 41.2%. ROAE is
a key indicator of profitability for shareholders. Our communicated medium-term target for the Group remains 20%+. ROAE was
29.9% in 2023, 32.4% in 2022, 25.8% in 2021, 13.0% in 2020 and 26.1% in 2019 (adjusted for one-offs in 2023, 2022 and 2019). The
Committee notes that the achievement of 30.0% represents a high result.
2. Cost:income ratio: 34.3% achieved. Cost:income was 29.8% in 2023, 32.0% in 2022, 37.2% in 2021, 39.7% in 2020 and 37.8% in
2019 (adjusted for one-offs in 2023, 2022 and 2019).
Directors’ Remuneration Report continued

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Governance Financial Statements Additional Information
3. Cost of credit risk ratio (COR): 0.5% achieved. The Group has maintained strong loan portfolio quality, and its costs of credit risk
ratio was below its guided normalised range of 1.0-1.2%. Cost of credit risk ratio was 0.7% in 2023, 0.8% in 2022, 0.0% in 2021,
1.8% in 2020 and 0.9% in 2019.
4. Profit before tax (PBT) and one-off items: GEL 2,176 million achieved. Reported PBT reported was GEL 2,848 million. PBT was
GEL 1,634 million in 2023, GEL 1,244 million in 2022, GEL 802 million in 2021, GEL 316 million in 2020 and GEL 573 million in 2019
(adjusted for one-offs in 2023, 2022 and 2019). PBT is an important measure of overall performance for any business.
5. 69.5% was the lowest KPI performance of any team member and so was the metric used. This resulted in a 3.3% weighted
outcome for this KPI for Mr Gachechiladze. This KPI was included in 2024 to foster stronger collaboration and mutual support
within the organisation. While the concept of shared KPIs (i.e. those cascaded through the management team) was already
in place, the Company sought to refine the approach and create a more direct mechanism for encouraging team members to
actively support each other’s successes. To maintain fairness and to avoid conflict of interest, the performance is measured
strictly against KPI and avoids any discretion, including CEO discretion.
6. Net Promoter Score (NPS): 67 achieved (latest in 2024). NPS is based on external research by IPM Georgia surveying a random
sample of customers with face-to-face interviews and is one of the key metrics for measuring customer loyalty. We believe that
customer loyalty impacts the sustainable profitability of our business. NPS was 59 in 2023, 58 in 2022, 55 in 2021, 46 in 2020 and
37 in 2019. 67 is considered a very high NPS score for any universal bank.
7. Employee Net Promoter Score (eNPS): 54 achieved. employee NPS is based on internal confidential surveys. eNPS was 56 in
2023, 53 in 2022, 61 in 2021, 58 in 2020 and 46 in 2019. Employee satisfaction feeds into profitability of the Group through higher
retention rates and higher engagement levels. To ensure employee engagement and open lines of communication, the CEO held
town halls and periodic live sessions with employees and maintained a CEO vlog on Workplace.
8. ESG/impact: Following a materiality assessment to gain a multi-stakeholder perspective and a subsequent mapping of topics
based on their importance to both stakeholders and the business, a revised ESG strategy was presented in the Annual Report
2023. Financial inclusion is one of the strategic pillars, and the KPIs above reflect this focus. The green portfolio KPI was added in
2024 for increased accountability on sustainable finance, which was added as a strategic pillar. sCoolApp MAU and the share of
cash withdrawals in total transactions were just shy of the target, but good progress was achieved in both areas. Please see the
Sustainable Business section on the importance of financial inclusion for individuals and businesses in our emerging economies, on
pages 52 to 54.
9. Individual Key Business Objectives (KBOs): Between target and outperformance achieved (17.9% weighted performance
outcome). The individual KBOs for the CEO focused on key strategy matters for 2024. For Mr Gachechiladze these were: (i)
integration of Ameriabank into the Group structure (between target and overachieving with 80% result); (ii) progress with
Ameriabank’s new compensation structure (between threshold and target with 50% result); (iii) dealing with an uncertain
political environment (overachievement with 100% result); and (iv) key stakeholder relationships of the NBG and the
Georgian Government (overachievement at 100% result). The Committee considered the individual KBOs and considered
Mr Gachechiladze’s performance, noting that he had navigated the political environment and the NBG/Government relationships,
noting that our main entity, Bank of Georgia, is classified as a systemically important financial institution in its jurisdiction. We
are aware of our responsibilities and, while working in a fully compliant manner with all respective regulations, we also remain
committed to achieving a constructive relationship with the regulator. Further, the political environment in 2024 has been and
continues to be volatile, and it is a credit to Mr Gachechiladze that he continues to navigate the Group through it. Closely working
with the regulator throughout the international expansion project, as well as in constructive dialogue on many regulatory changes
that the Georgian banking sector has implemented during the year, Mr Gachechiladze has assisted the Group in achieving
the desired outcomes exceptionally well – namely that significant progress had been made with Ameriabank Group structure
and implementation. While the shift to a new management compensation structure was progressing well, it had not yet been
completed at year-end.
Overall, the CEO outperformed against most of the KPIs. The Committee considered the outstanding personal contribution of the
CEO to the overall corporate performance and noted that the Group achieved excellent results under his leadership and in part
through his initiatives
In addition to the stakeholder matters covered by KPIs, the Committee also noted the wider stakeholder picture. The Board
approved a GEL 100 million share buyback and cancellation programme in March 2024 and a further GEL 73.4 million share buyback
and cancellation programme in August 2024. Shareholders received a final dividend for 2023 in July 2024 following the 2024 AGM. An
interim dividend of GEL 3.38 per share was paid in October 2024. As disclosed in the Preliminary Financial Results, for full-year 2024
the Board intends to recommend to shareholders at the AGM a final dividend of GEL 5.62 per share, making a total dividend of GEL
9.00 per share. In addition, the Board has also approved an extension of the buyback and cancellation programme by an additional
GEL107.7 million. The Committee noted that the market cap increased by 14.8% from GBP 1.82 billion at year-end 2023 to GBP 2.09
billion as at year-end 2024.
From an employee perspective, the Committee was pleased to note that the average employee bonus for 2024 increased by 54.5%
y-o-y, and the average cash salary increased by 13.2% while the average employee deferred share salary (paid to the more senior
managers) decreased by 33.3%. The change in total remuneration for the CEO was minimal (3.0% decrease for bonus, with cash
salary and deferred shares salary each unchanged at 0.0%).
In accordance with the results of the KPIs as determined above, taking into account Mr Gachechiladze’s outstanding performance,
the Remuneration Committee awarded the CEO 94.1% of the maximum deferred share opportunity, paid in deferred shares.
The Committee noted the strength of the KPIs as well as the experience of shareholders in terms of value creation (through the
buybacks, dividends and the increase in share price) and the positive outcomes for other stakeholders (including the increases to the
employees’ salaries and bonuses).

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Governance
Alignment with shareholders is built into the structure by the award being entirely in deferred shares, which has a total vesting and
holding period of eight years from the beginning of the work year. The discretionary deferred shares in relation to Mr Gachechiladze’s
2024 performance-based remuneration are awarded in accordance with the Policy. There is no cash bonus, and the Company does
not operate an LTIP. The Committee did not exercise discretion. As the number of deferred discretionary shares to be awarded is
determined in shares and fixed on the grant date, share price appreciation/depreciation did not impact the Committee’s decision to
increase the number of shares to be awarded to Mr Gachechiladze for the 2024 financial year.
Percentage change in remuneration of Directors and employees
The following table details the percentage change in the remuneration awarded to Directors, compared with the average
percentage change in the per capita remuneration awarded to the Group’s employees. Given the small number of employees
employed by the Lion Finance Group PLC holding company itself (fewer than five), we make a comparison against the Group. A
comparison of full-time UK employees in compliance with the requirements of the Companies (Directors’ Remuneration Policy and
Directors’ Remuneration Report) Regulations 2019 is included in the notes to the table.
The notes to the ‘Single total figure of remuneration for the sole Executive Director’ table on page 171 includes an explanation of
cash salary, deferred share salary, taxable benefits and discretionary deferred remuneration of the Executive Director.
Year-on-year change in pay for Directors compared to the Group’s employees as a whole for FY2024
Executive
Director
Non-executive Directors
Average
employee
Archil
Gachechiladze
3
Mel
Carvill
4
Hanna
Loikkanen
5
Al
Breach
6
Jonathan
Muir
Tamaz
Georgadze
7
Cecil
Quillen
8
Véronique
McCarroll
9
Mariam
Megvinetuk-
hutsesi
10
Andrew
McIntyre
11
Maria
Gordon
12
Total cash
salary 13.2% 0.0% 6.0% 6.0% (79.4)% 6.0% 11.5% 6.0% 6.0% 6.0% – –
Total
deferred
share
salary
1
(33.3)% 0.0% – – – – – – – – – –
Taxable
benefits 12.6% (12.8)% – – – – – – – – – –
Total
bonus
2
54.5% (3.0)% – – – – – – – – – –
Year-on-year change in pay for Directors compared to the Group’s employees as a whole for FY2023
Executive
Director
Non-executive Directors
Average
employee
Archil
Gachechiladze
3
Mel
Carvill
4
Hanna
Loikkanen
5
Al
Breach
6
Jonathan
Muir
Tamaz
Georgadze
7
Cecil
Quillen
8
Véronique
McCarroll
9
Mariam
Megvinetuk-
hutsesi
10
Total cash salary 23.5% 0.0% 29.9% (3.6)% 0.0% 0.0% 0.0% 4.6% 0.0% 0.0%
Total deferred
share salary
1
(5.2)% 0.0% – – – – – – – –
Taxable benefits 0.5% 7.8% – – – – – – – –
Total bonus
2
10.1% 0.1% – – – – – – – –
Year-on-year change in pay for Directors compared to the Group’s employees as a whole for FY2022
Executive
Director
Non-executive Directors
Average
employee
Archil
Gachechiladze
3
Neil
Janin
13
Mel
Carvill
4
Hanna
Loikkanen
5
Al
Breach
6
Jonathan
Muir
Tamaz
Georgadze
7
Cecil
Quillen
8
Véronique
McCarroll
9
Mariam
Megvinetuk-
hutsesi
10
Total cash salary 26.3% 0.0% (77.0)% 100% 0.0% 0.0% 0.0% (6.6)% 0.0% 7.9% 41.6%
Total deferred
share salary
1
28.9% 30.5% – – – – – – – – –
Taxable benefits 14.1% 1748.3% – – – – – – – – –
Total bonus
2
27.6% 39.0% – – – – – – – – –
Directors’ Remuneration Report continued

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Governance Financial Statements Additional Information
Year-on-year change in pay for Directors compared to the Group’s employees as a whole for FY2021
Executive
Director
Non-executive Directors
Average
employee
Archil
Gachechiladze
3
Neil
Janin
13
Hanna
Loikkanen
5
Al
Breach
6
Jonathan Muir
Tamaz
Georgadze
7
Cecil Quillen
8
Véronique
McCarroll
9
Total cash salary (5.7)% 20% 0.0% 2.7% (3.4)% 0.0% 0.0% 0.0% 0.0%
Total deferred
share salary
1
89.9% 35% – – – – – – –
Taxable benefits 1.9% 229.2% – – – – – – –
Total bonus
2
66.0% NMF – – – – – – –
Year-on-year change in pay for Directors compared to the Group’s employees as a whole for FY2020
Executive
Director
Non-executive Directors
Average
employee
Archil
Gachechiladze
3
Neil
Janin
13
Hanna
Loikkanen
5
Al
Breach
6
Jonathan Muir
Tamaz
Georgadze
7
Cecil Quillen
8
Véronique
McCarroll
9
Total cash salary (2.8)% (16.7)% 0.0% 6.5% (1.8)% (0.6)% (0.6)% (0.6)% 7.2%
Total deferred
share salary
1
(27.3)% (22.4)% – – – – – – –
Taxable benefits (4.4)% (42.8)% – – – – – – –
Total bonus
2
(43.1)% NMF – – – – – – –
Notes:
1
The number of salary shares for Mr Gachechiladze was constant at 75,000 shares per annum for 2019, 2020 and 2021 share prices, with share prices at 31 December 2019 (US$
21.466), 31 December 2020 (US$ 16.652) and 31 December 2021 (US$ 22.480) used for the deferred shares salary comparison, in accordance with the 2022 Policy and the NBG
requirements the deferred share salary is based on a fixed cash value for 2022 onwards.
2
Total bonus in each case is discretionary deferred share remuneration for Mr Gachechiladze, which was not granted for 2020 (hence NMF), and deferred discretionary share
remuneration and/or any cash bonus in the case of other employees of the Group.
3
Mr Gachechiladze’s 2020 cash salary was voluntarily reduced by 20% from 1 March 2020 to 31 December 2020 (as was the cash salary of senior management). The amount
contributed to charity by Mr Gachechiladze – half of the remaining cash salary for that period – has not been taken into account. The increase in cash salary in 2021 compared
to 2020 is therefore fully attributable to the reinstatement of the normal cash salary. Mr Gachechiladze was appointed on 28 January 2019 and therefore for the FY2020 table
(which shows the changes from 2019) his 2019 remuneration was scaled up pro rata to a full year for accurate comparison. Mr Gachechiladze did not receive a bonus for FY2020
after the NBG informed the Remuneration Committee that, as Bank of Georgia had utilised the Pillar 2 or conservation buffers, no bonus should be granted – please see the
Chair’s Letter in the Directors’ Remuneration Report of the Annual Report and Accounts 2021 for further information.
4
Mel Carvill was appointed to the PLC Board on 10 March 2022. JSC Bank of Georgia fees include those paid for Supervisory Board member services performed pending official
approval from the NBG and technical registration, which was confirmed on 1 July 2022.
5
Hanna Loikkanen was appointed to the Remuneration Committee on 20 September 2019, and as its Chair on 26 September 2020. She stepped down as Chair on 1 January
2023 but remained a member of the Committee.
6
Al Breach stepped down as Chair of the Remuneration Committee on 26 September 2020 but remained a member of the Committee until he stepped down from the Board
and Committees on 15 March 2024.
7
Tamaz Georgadze stepped down as Chair of the Risk Committee on 31 December 2021 but remained a member of the Risk Committee. He was appointed to the Supervisory
Board of Ameriabank CJSC and its Risk and Audit Committees on 11 December 2024.
8
Cecil Quillen was appointed as Chair of the Remuneration Committee on 1 January 2023.
9
Véronique McCarroll was appointed to the JSC Board on 11 February 2019. She was appointed as Chair of the Risk Committee on 1 January 2022.
10
Mariam Megvinetukhutsesi was appointed to the PLC Board, and as a member of the Risk and Nomination Committees, on 12 March 2021. She was appointed to the JSC Bank
of Georgia Board, and as a member of its Risk Committee and Nomination Committee, on 6 May 2021.
11
Andrew McIntyre was appointed to the PLC Board, and as a member of the Audit and Nomination Committees on 15 March 2024.
12
Maria Gordon was appointed to the PLC Board, and as a member of the Remuneration, Audit, and Nomination Committees on 20 September 2024.
13
Neil Janin stepped down from the PLC Board on 10 March 2022 and from the JSC Bank of Georgia Board on 31 March 2022.
14
The Company has fewer than five UK (parent company) employees and the percentage changes could be considered distortive. Year-on-year (y-o-y) changes for UK employees
from 2019 to 2020 for cash salary was 1.8% and for bonus was 29.6%; y-o-y changes from 2020 to 2021 for cash salary was -4.0% and bonus was -2.9%; y-o-y changes from
2021 to 2022 for cash salary was 12.2% and bonus was -4.4%; y-on-y changes from 2022 to 2023 for cash salary was 7.1% and bonus was 10.0%; y-on-y changes from 2023 to
2024 for cash salary was 12.7% and bonus was 15.3%. Deferred share salary and taxable benefits are not applicable for all years.
CEO’s pay and comparators
It is noted that the Group has fewer than 250 UK employees and is therefore not required to disclose ratios of the CEO’s pay
against UK pay – indeed, given that it has fewer than five UK employees, to do so would be distortionary. Instead the CEO’s pay is
benchmarked as set out in the Context – CEO pay comparators for a Group operating in a unique talent market section on page 156.

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Annual Report 2024 Lion Finance Group PLC
Governance
Further details of fixed and discretionary deferred share compensation granted during 2024 (audited)
The following table details nil-cost options over Company shares granted to Mr Gachechiladze in 2024.
Deferred share salary Discretionary deferred share remuneration
Number of underlying shares and basis on
which award was made
45,785 granted for the 2024 work year on
the basis of the Policy available at
https://lionfinancegroup.uk/leadership-
and-governance/documents
51,462 granted for the 2023 work year on
the basis of the Policy available at
https://lionfinancegroup.uk/leadership-
and-governance/documents
Type of interest Nil-cost option Nil-cost option
Cost to Group US$ 2,200,000 US$ 2,492,902
Face value US$ 2,200,000
Cash payments equal to the dividends
paid on the underlying shares will be
made upon vesting (if applicable)
US$ 2,492,902
Cash payments equal to the dividends
paid on the underlying shares will be
made upon vesting (if applicable)
Percentage of award receivable if
minimum performance achieved
100% of the award will be receivable,
since it is part of salary set out in the
service contract and accordingly is not
subject to performance measures or
targets over the vesting period.
100% of the award will be receivable,
since it is based on 2023 performance
(and is not an LTIP award) and
accordingly is not subject to performance
measures or targets over the
vesting period.
Exercise price Nil. The options form part of the
Executive Director’s salary under the
Policy and so no payment is required
upon exercise. There has been no change
in exercise price.
Nil. The options form part of the
Executive Director’s performance-based
remuneration under the Policy and so no
payment is required upon exercise. There
has been no change in exercise price.
Vesting period 100% of award vested in 2025 but is
subject to holding periods so that 40% is
released in 2026, and 20% is released in
each of 2027, 2028 and 2029.
40% vests immediately and 15% on
each of the third, fourth, fifth and sixth
anniversaries of the work year. Each
tranche is subject to a further two-year
holding period.
Performance measure None. See the Policy available at
https://lionfinancegroup.uk/leadership-
and-governance/documents
See the Policy available at
https://lionfinancegroup.uk/leadership-
and-governance/documents
Notes: Figures calculated as described in Note 2 of the ‘Single total figure of remuneration’ for the Executive Director.
Single total figure of remuneration for Non-executive Directors (audited)
The table below sets out the remuneration received by each Non-executive Director for 2023 and 2024.
Lion Finance
Group PLC fees
(US$)
JSC Bank of Georgia fees
(US$)
Ameriabank CJSC fees
(US$)
Pension-related benefits
(US$)
Total
(US$)
2023 2024 2023 2024 2023 2024 2023 2024 2023 2024
Mel Carvill
1
103,587 109,802 210,313 222,932 – – – – 313,900 332,734
Alasdair Breach
2
53,405 11,096 96,391 19,693 – – – – 149,796 30,789
Tamaz Georgadze
3
53,405 56,609 96,391 102,174 8,203 – – 149,796 166,986
Hanna Loikkanen
4
68,516 72,627 124,934 132,430 – – – – 193,450 205,057
Véronique McCarroll
5
48,932 51,868 96,204 101,976 – – – – 145,136 153,844
Mariam
Megvinetukhutsesi 46,835 49,645 87,631 92,889 – – 1,722 1,858 136,188 144,392
Jonathan Muir 53,405 56,609 96,391 102,174 – – – – 149,796 158,783
Cecil Quillen
7
59,537 63,109 104,567 110,841 – – – – 164,104 173,950
Andrew McIntyre
8
– 42,135 – 72,759 – – – – – 114,894
Maria Gordon
9
– 16,769 – 30,177 – – – – – 46,946
Total 487,622 530,269 912,822 988,045 – 8,203 1,722 1,858 1,402,166 1,528,375
Notes:
1
Mel Carvill was appointed to the PLC Board on 10 March 2022. JSC Bank of Georgia fees in 2022 included fees paid for Supervisory Board member services performed pending
official approval from the NBG and technical registration, which was confirmed on 1 July 2022.
2
Al Breach stepped down from the PLC Board, the JSC Bank of Georgia Board, and the Remuneration, Risk and Nomination Committees on 15 March 2024.
3
Tamaz Georgadze was appointed to the Supervisory Board of Ameriabank CJSC and its Risk and Audit Committees on 11 December 2024.
4
Hanna Loikkanen stepped down as Chair of the Remuneration Committee on 1 January 2023 but remained a member of the Committee.
5
Véronique McCarroll was appointed as Chair of the Risk Committee on 1 January 2022, having previously been a member.
6
Georgian law requires that the JSC Bank of Georgia provides pension contributions for Mariam Megvinetukhutsesi, as a Georgian resident, into the mandatory Georgian
Government pension scheme at a level of 2% of her fee. This pension scheme applies only to JSC Bank of Georgia and does not apply to Lion Finance Group PLC.
7
Cecil Quillen was appointed as Chair of the Remuneration Committee on 1 January 2023, having previously been a member.
8
Andrew McIntyre was appointed to the PLC Board, and as a member of the Audit and Nomination Committees on 15 March 2024. JSC Bank of Georgia fees in 2022 include fees
paid for Supervisory Board member services performed pending official approval from the NBG and technical registration.
9
Maria Gordon was appointed to the PLC Board, and as a member of the Remuneration, Audit and Nomination Committees on 20 September 2024. JSC Bank of Georgia fees in
2022 include fees paid for Supervisory Board member services performed pending official approval from the NBG and technical registration.
Directors’ Remuneration Report continued

177
Annual Report 2024 Lion Finance Group PLC
Strategic Report
Governance Financial Statements Additional Information
10
The maximum amount for Non-executive Director base fees, including the Chairman, as provided for in Lion Finance Group PLC’s Articles of Association, is GBP 750,000. This
does not affect JSC Bank of Georgia or Ameriabank CJSC fees. The Non-executive Directors do not receive taxable benefits or variable remuneration.
Payments to former Directors and payments for loss of office
No payments were made to former Directors or in respect of loss of office during the year ended 31 December 2024.
Total Shareholder Return (‘TSR’)
We note the Group demerged and relisted as two separate businesses with separate listed shares in May 2018. The following graph
compares the TSR of Lion Finance Group PLC with the companies comprising the FTSE 250 index and the FTSE All Share index, for
the period since Lion Finance Group’s listing on the LSE on 21 May 2018 until 31 December 2024.
Dec-19 Dec-18 May-18 Dec-21 Dec-21 Dec-22 Dec-23 Dec-24
Lion Finance Group PLC FTSE 250 (rebased) FTSE All Share (rebased)
0
50
100
150
200
250
300
350
The following table sets out details of total remuneration for the CEO, Mr Gachechiladze, for the period from 28 January 2019
(effective date of appointment) to 31 December 2024, and his discretionary compensation as a percentage of maximum opportunity.
Note that 2019 was not a complete year, that in 2020 part of his cash salary was voluntarily reduced, and that variations in share
price affect the total figure of remuneration for 2019, 2020 and 2021 – these years used a share salary of 75,000 deferred shares for
a complete year and a maximum discretionary opportunity of 75,000 deferred shares plus cash salary equivalent in deferred shares.
The cash value of the maximum discretionary deferred remuneration varied according to the last closing share price before the date
of relevant Remuneration Committee meeting.
2019 2020 2021 2022 2023 2024
Single total figure of remuneration (US$) 3,558,415
1
1,561,020 3,886,930
3
5,404,473
4
6,019,070 6,014,320
Discretionary compensation as a
percentage of maximum opportunity (%) 100% 0%
2
97.0% 96.9% 97.0% 94.1%
Notes:
1
2019 was not a complete year as Mr Gachechiladze was appointed from 28 January 2019.
2
Mr Gachechiladze did not receive a bonus for the 2020 work year after the NBG informed the Remuneration Committee that, as Bank of Georgia had utilised the Pillar 2 or
conservation buffers, no bonus should be granted – please see the Chair’s Letter in the Directors’ Remuneration Report of the Annual Report and Accounts 2021 for further
information. For 2020, the approved discretionary deferred share award, which considered KPIs disclosed in the 2020 Directors’ Remuneration Report and subsequently
approved by shareholders, was 67% of maximum opportunity (but was not paid, as per the previous sentence). Mr Gachechiladze’s 2020 cash salary (and that of Executive
Management) was voluntarily reduced by 20% from 1 March 2020 to 31 December 2020, and the amount donated to charity by Mr Gachechiladze – half of the remaining cash
salary for that period – has not been taken into account and has been retained in the above amount.
3
The increase in remuneration in 2021 compared to 2020 is attributable partly to the reinstatement of the normal cash salary as per note 2, partly due to the bonus being paid, and
partly due to variations in share price. Share salary and bonus were calculated in accordance with the share price at the time; for each of 2019, 2020 and 2021, share salary would have
been 75,000 shares for a complete year, and for 2022, 2023 and 2024 was cash converted into deferred shares in accordance with the approved Policy and the NBG requirements.
4
Share salary and bonus for 2022 onwards were calculated using a cash value converted into deferred shares in accordance with the amounts in and terms of the approved 2022
Policy and the NBG requirements.
Relative importance of spend on pay
The primary driver of increased remuneration paid to all employees across the Group was the acquisition of Ameriabank, a high-
growth business within the Group that currently retains its earnings and does not distribute dividends to the Company.
The following table shows the difference in remuneration paid to all employees of the Group between 2023 and 2024, as well as the
difference in value of distribution paid to shareholders by way of dividends and buybacks between 2023 and 2024.
Remuneration
paid to all
employees of
the Group
Distributions
to shareholders
by way of
dividends and
buybacks
1
Year ended 31 December 2024 (US$) 302,134,386 212,449,616
Year ended 31 December 2023 (US$) 169,438,514 216,330,023
Percentage change 78.3% -1.8%
Notes:
1
The Company did not make any other significant distributions in 2023 and 2024. In 2023 US$ 65,397,932 was for buybacks and cancellation and US$ 150,932,091 for dividends. In
2024 US$ 75,557,807 was for buybacks and cancellation and US$ 136,891,809 for dividends. Figures are converted into US$ using an average US$/GEL exchange rate.

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Annual Report 2024 Lion Finance Group PLC
Governance
Directors’ interests in shares (audited)
The following table sets out the respective holdings of the Company’s shares of each Director in the ordinary shares of the Company
as at 31 December 2024 (or date of cessation, if earlier).
As at 31 December 2023 As at 31 December 2024
Number of
vested but
unexercised
Lion Finance
Group shares
held under
option through
deferred share
salary and
discretionary
deferred share
compensation
(all nil cost)
Number of
unvested and
unexercised
held under
option Lion
Finance Group
shares through
deferred share
salary and
discretionary
deferred share
compensation
(all nil cost)
Number of
vested but
unexercised
Lion Finance
Group shares
held under
option through
deferred share
salary and
discretionary
deferred share
compensation
(all nil cost)
Number of
unvested and
unexercised
held under
option Lion
Finance Group
shares through
deferred share
salary and
discretionary
deferred share
compensation
(all nil cost)
Number of
Lion Finance
Group shares
held directly
options with no
performance
conditions)
options with no
performance
conditions)
Total number
of interests in
Lion Finance
Group shares
Number of
Lion Finance
Group shares
held directly
1
options
with no
performance
conditions)
options
with no
performance
conditions)
Total number
of interests in
Lion Finance
Group shares
Mel Carvill
1
19,018 N/A N/A 19,018 19,018 N/A N/A 19,018
Archil Gachechiladze
2
399,505 N/A 318,702 718,207 543,352 – 232,471 775,823
Tamaz Georgadze 5,000 N/A N/A 5,000 5,000 N/A N/A 5,000
Hanna Loikkanen – N/A N/A – – N/A N/A –
Véronique McCarroll – N/A N/A – – N/A N/A –
Mariam
Megvinetukhutsesi 4,102 N/A N/A 4,102 4,102 N/A N/A 4,102
Jonathan Muir – N/A N/A – – N/A N/A –
Cecil Quillen 2,900 N/A N/A 2,900 2,900 N/A N/A 2,900
Andrew McIntyre
3
– N/A N/A – 980 N/A N/A 980
Maria Gordon – N/A N/A – – N/A N/A –
Former Directors
Al Breach
4
30,000 N/A N/A 30,000 N/A N/A N/A 30,000
Notes:
1
Mel Carvill’s ordinary shares are held by his PCA (person closely associated), MDB Ltd.
2
On 20 March 2024, Mr Gachechiladze received 45,785 nil-cost options over ordinary shares in respect of deferred salary shares for the 2024 work year. On 21 March 2024,
Mr Gachechiladze exercised options in respect of 162,893 shares, of which 35,185 were withheld to satisfy tax liabilities. The net gain of these options was US$7,702,481.
On 6 June 2024, Mr Gachechiladze received 51,462 nil-cost options over ordinary shares in respect of discretionary deferred shares for the 2023 work year. On 12 June 2024,
Mr Gachechiladze exercised options in respect 20,585 shares, of which 4,447 were withheld to satisfy tax liabilities. The net gain of these options was US$746,732. On 2 January
2025, Mr Gachechiladze received 37,344 nil-cost options over ordinary shares in respect of the deferred salary shares for the 2025 work year. On 11 March 2025, Mr Gachechiladze
received 41,816 nil-cost options over ordinary shares in respect of the discretionary deferred shares for the 2024 work year. On 19 March 2025, Mr Gachechiladze exercised
options in respect of 165,837 shares, of which 35,821 were withheld to satisfy tax liabilities. These will be reported in the 2025 Annual Report and Accounts and are not included in
the table above, which is as at 31 December 2024. As at the last practicable date of 7 April 2025, Mr Gachechiladze’s total number of share interests is 819,162.
3
On 3 June 2024, Mr McIntyre purchased 520 shares and on 27 August 2024 he purchased 460 shares.
4
Al Breach stepped down from the Board on 15 March 2024. As at 31 December 2023 and 15 March 2024, Gemsstock Fund, which Mr Breach manages, held 1,255,318 beneficial
holdings in ordinary shares or economic interests in financial instruments with a similar economic effect. This is not included in the table.
As at 31 December 2024, Mr Gachechiladze’s total vested and unvested and direct shareholding was 775,823 shares, representing
approximately 1.7% of the share capital of the Company. Mr Gachechiladze’s connected persons do not have any interests in the
shares of the Company.
The Policy is heavily weighted towards remuneration in deferred salary shares and discretionary compensation in deferred shares.
The Policy and the long vesting periods, even for salary shares, naturally results in the Executive Director and our Executive
Management Team holding a significant number of unvested shares and achieves a delay between performance and vesting. This
is further reinforced by formal guidelines on shareholding and on post-employment shareholding in the Policy (200% of total salary
to be built up within five years). Further, Mr Gachechiladze is expressly contractually bound to build up and to hold this level for two
years post-employment. As at 31 December 2024, Mr Gachechiladze met the shareholding requirement.
There are no shareholding requirements for Non-executive Directors, and they are not awarded incentive shares. Changes in
shareholding for Directors between 31 December 2024 and the last practicable date of 7 April 2025 are as shown in the notes
to the table above.
Directors’ Remuneration Report continued

179
Annual Report 2024 Lion Finance Group PLC
Strategic Report
Governance Financial Statements Additional Information
Executives’ interests in shares
In response to shareholder feedback requesting disclosure of our Executive Management Team’s total shareholding, to demonstrate
their alignment with shareholders, we have provided the shareholdings of Bank of Georgia’s Executive Management as at
31 December 2024. Unvested shares vest in tranches over several years:
Total vested and unvested and direct shareholding in number of shares
Archil Gachechiladze 775,823
Sulkhan Gvalia 317,327
David Chkonia 105,092
David Davitashvili 65,570
Nutsiko Gogilashvili 48,009
Eteri Iremadze 105,817
Zurab Kokosadze 116,334
Mikheil Gomarteli 411,747
Vakhtang Bobokhidze 140,283
Levan Gomshiashvili 16,656
Ana Kostava 19,897
Elene Okromchedlishvili 3,869
Giorgi Gureshidze 0
Tornike Kuprashvili 8,488
Details of Non-executive Directors’ terms of appointment
The Company has entered into letters of appointment with each Non-executive Director requiring them to provide one month’s
notice prior to termination. For the majority of current Non-executive Directors (Hanna Loikkanen, Tamaz Georgadze, Jonathan
Muir and Cecil Quillen) these are effective from 24 February 2018, with Véronique McCarroll’s letter of appointment effective
from 1 October 2018, Mariam Megvinetukhutsesi’s from 12 March 2021, Mel Carvill’s from 10 March 2022, Andrew McIntyre’s from
15 March 2024, Maria Gordon’s from 20 September 2024 and Karine Hirn from 7 April 2025. Al Breach resigned on 15 March 2024.
Each Non-executive Director is put forward for election at each AGM following his or her appointment unless the director or
Company decides otherwise (Hanna Loikkanen is not standing for re-election at the 2025 AGM). Continuation of a Non-executive
Director’s employment is conditional on his or her continued satisfactory performance and re-election by shareholders at each AGM.
The Board succession plan provides for a standard tenure of six years for Non-executive Directors. Upon the expiry of this tenure,
the Board will assess whether the appointment of the relevant Non-executive Director should cease at the next AGM. If the Board
determines that retaining the Director is important to maintaining the appropriate balance of skills and experience, it may offer a
one-year extension through a letter of appointment. This extension may be renewed no more than twice, allowing for a maximum
tenure of nine years if circumstances warrant.
Remuneration Committee effectiveness review
An external review of the Committee was last conducted in 2023 by Clare Chalmers Ltd. Further details of the overall evaluation
process including the selection of the Evaluator, are set out on the Annual Report 2023. The Committee continued to implement the
recommendations of the Evaluator in 2024.
The Committee also underwent an internal effectiveness review in 2024, facilitated by the Company Secretary. The results of
the review were considered and discussed in a Committee meeting and it was agreed that the Committee continued to operate
and lead efficiently on remuneration matters and that the Committee Chair encouraged participation from all members during
meetings. It was noted that the Committee was well supported by the excellent advice provided from both the UK General Counsel
and the Group’s CLO, particularly regarding its governance, operations and processes. Governance and compensation-related
information, including regulatory updates and proxy agency pronouncement, were well communicated to the Committee.
The Committee focused on understanding all aspects of executive remuneration packages and assessing future outcomes.
Information flow regarding compensation in peer companies was considered good and the minutes were comprehensive, ensuring
continuity in the Committee’s business. In 2025, the Committee’s priority is the implementation of a new Remuneration Policy and
associated proposals, to be put to shareholders at the 2025 AGM in accordance with the three-year cycle.

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Annual Report 2024 Lion Finance Group PLC
Governance
Implementation of Remuneration Policy for 2025
Details of how the current Policy will be implemented for the 2025 financial year if approved by shareholders at the 2025 AGM are
set out below. Subject to shareholder approval, the Policy is intended to apply until the date of the AGM in 2028.
For Archil Gachechiladze:
Fixed pay
Total cash salary
(combined Company,
Bank of Georgia and
Ameriabank)
US$ 500,000
Total deferred share salary
(combined Company,
Bank of Georgia and Ameriabank)
US$ 2,970,000 in deferred shares
Pension The Executive Director and the Company each contribute 2% and the Georgian
Government contributes between 0-2% of total remuneration from Bank of Georgia,
all in line with Georgian legislation and with the pension arrangements for the
Georgian workforce.
Benefits Details of the benefits received by Executive Director are on page 163.
Retention & Recognition award One-off award with a value of 100% of 2024 fixed pay (US$ 2,570,000) in
deferred shares
There are circumstances in which unvested deferred shares may lapse, and very limited circumstances in which such shares may vest
immediately (e.g. when an Executive Director’s employment is terminated without cause). These are summarised in the Policy.
Discretionary deferred share remuneration
Opportunity Maximum is 100% of total salary (total cash salary and total deferred share salary as
explained in the table and notes to the Policy) in deferred shares or maximum 200%
for exceptional award in deferred shares.
Deferral terms The Remuneration Committee will determine whether an award is merited, based
on an Executive Director’s achievement of the KPIs and the performance of the
Group during the work year. If Mr Gachechiladze is awarded discretionary deferred
shares, 40% will vest immediately and 15% will vest on each of the third, fourth, fifth
and sixth anniversaries of the start of the work year. Each tranche will be subject
to a further holding period of two years. This decision will be set out in the 2025
Directors’ Remuneration Report. Upon vesting, Mr Gachechiladze will also receive cash
payments equal to the dividends paid (if any) on the underlying shares between the
date the award was made and the vesting date.
Performance measures The Remuneration Committee has set Mr Gachechiladze’s KPIs for 2025:
• ROAE
• Cost:income ratio
• Cost of credit risk ratio (COCR)
• Profit before tax (PBT)
• GenAI engagement
• Retail detail monthly active users
• NPS - Bank of Georgia
• eNPS - Bank of Georgia
• ESG/impact metrics
• Individual KBO
See the Policy above for details of malus and clawback.
Directors’ Remuneration Report continued

181
Annual Report 2024 Lion Finance Group PLC
Strategic Report
Governance Financial Statements Additional Information
For Non-executive Directors:
The table below shows the fee structure for Non-executive Directors for 2025. Non-executive Directors’ fees are determined by the
Board.
Component Purpose and link to strategy Operation Opportunity
Base cash fee The fee for the Board is
competitive enough to attract
and retain individuals.
The Chairman receives a fee
that reflects the extra time
committed and responsibility.
The Senior Independent Non-
executive Director receives a
higher base fee reflecting the
extra time commitment and
responsibility.
Additional fees are payable
to compensate for time spent
discharging Bank of Georgia
and Ameriabank CJSC duties.
Cash payment on a
quarterly basis.
The amount of remuneration
may be reviewed from time to
time by the Board.
Fees may also be amended
and varied if there are
genuinely unforeseen and
exceptional circumstances
necessitating such review.
In such circumstances, any
significant increase shall be
the minimum reasonably
required.
The maximum aggregate Lion
Finance Group PLC fees for all
Non-executive Directors which
may be paid by the PLC itself
is GBP 750,000, consistent
with the Lion Finance Group
PLC’s Articles of Association
Cash fee for each Committee
membership
Additional fee to compensate
for additional time spent
discharging Committee duties.
Cash payment on a quarterly
basis.
The amount of remuneration
for the membership may be
reviewed from time to time by
the Board.
The Chairman does not receive
Committee fees.
The Board intends to review the amount of remuneration during the year.
Where required by Georgian Law, Non-executive Directors resident in Georgia will receive pension contributions of 2% of fees
payable to the Georgian National Pension fund.
The Directors’ Remuneration Report was approved by the Board on 14 April 2025 and signed on its behalf by:
Cecil Quillen
Chair of the Remuneration Committee
14 April 2025

Statement of Directors’ responsibilities
182
Annual Report 2024 Lion Finance Group PLC
Governance
The Directors are responsible for preparing the Annual Report
and consolidated and separate financial statements in
accordance with applicable law and regulations.
Company law requires us to prepare financial statements
for each financial year. As required, we have prepared the
accompanying consolidated and separate statements in
accordance with UK-adopted international accounting
standards (IFRS).
Directors cannot approve the consolidated and separate
financial statements contained within this Annual Report unless
they are satisfied they are a true and fair reflection of the state
of affairs of Lion Finance Group PLC (the ‘Company’) and the
Group, and of the profit or loss of the Company and the Group
for that period.
Under the Financial Conduct Authority’s Disclosure Guidance
and Transparency Rules, Group financial statements are
required to be prepared in accordance with UK-adopted
international accounting standards (IFRS).
In preparing the accompanying consolidated and separate
financial statements, Directors are required to:
• select suitable accounting policies in accordance with IAS 8
Accounting Policies, Changes in Accounting Estimates and
Errors and then apply them consistently;
• make judgements and accounting estimates that are
reasonable and prudent;
• present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and
understandable information;
• provide additional disclosures when compliance with the
specific requirements in IFRSs is insufficient to enable users
to understand the impact of particular transactions, other
events and conditions on the Group and Company financial
position and financial performance;
• state whether UK-adopted international accounting
standards have been followed, subject to any material
departures disclosed and explained in the financial
statements; and
• prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Company and
the Group will continue in business.
Directors are also responsible for keeping adequate accounting
records that sufficiently show and explain the Company’s and
the Group’s transactions, to disclose with reasonable accuracy
at any time the financial position of the Company and the
Group, and to enable us to ensure that the consolidated and
separate financial statements comply with the Companies Act
2006. The Directors are responsible for such internal control as
they determine necessary to enable the preparation of financial
statements that are free from material misstatement, whether
due to fraud or error, and have general responsibility for taking
reasonable steps to safeguard the assets of the Company and
the Group to prevent and detect fraud and other irregularities.
Under applicable law and regulations, the Directors are also
responsible for preparing a Strategic Report, Directors’ Report,
Directors’ Remuneration Report and Corporate Governance
Statement that each comply with that law and those
regulations. Legislation in the UK governing the preparation
and dissemination of financial statements may differ from
legislation in other jurisdictions.
The Directors are also responsible for the maintenance and
integrity of the Company’s website.
Each of the Directors whose names and functions are listed
in Board of Directors on pages 120 to 123 confirm that, to the
best of their knowledge:
• the consolidated and separate financial statements,
prepared in accordance with UK-adopted international
accounting standards (IFRS), give a true and fair view of the
assets, liabilities, financial position and profit or loss of the
Company and the Group taken as a whole; and
• the Annual Report, including the Strategic Report, includes
a fair review of the development and performance of the
business and the position of the Company and the Group,
together with a description of the principal risks and
uncertainties they face.
The Directors consider the Annual Report and Accounts, taken
as a whole, are fair, balanced and understandable, and give
shareholders the information needed to assess the Group’s
position and performance, business model and strategy.
By order of the Board
Mel Carvill
Chair
14 April 2025
Archil Gachechiladze
CEO
14 April 2025

Directors’ Report
183
Annual Report 2024 Lion Finance Group PLC
Strategic Report
Governance Financial Statements Additional Information
The Directors present their Annual Report and the audited
Consolidated Financial Statements for the year ended
31 December 2024.
Strategic Report
The Strategic Report on pages 2 to 110 was approved by
the Board of Directors on 14 April 2025 and signed on its behalf
by Archil Gachechiladze, Chief Executive Officer.
Management Report
This Directors’ Report, together with the Strategic Report on
pages 2 to 110, forms the Management Report for the basis
of the Disclosure Guidance and Transparency Rules 4.1.5R.
Information contained elsewhere in the Annual Report
Information required to be included in this Directors’ Report
can be found elsewhere in the Annual Report as indicated in the
table below, and is incorporated into this report by reference:
Information
Location in the
Annual Report
Future developments, including
research and development activities
Pages 2 to 110
Going concern statement Page 105
Viability statement Page 105
Risk management Pages 92 to 94
Principal risks and uncertainties Pages 95 to 104
Directors’ Governance Statement Pages 111 to 119
The Board of Directors Pages 120 to 123
Nomination Committee Report Pages 126 to 134
Audit Committee Report Pages 135 to 144
Risk Committee Report Pages 145 to 149
Related-party disclosures Note 34 on pages 303
to 304
Climate-related financial disclosures Pages 60 to 81
GHG emissions Pages 76 to 79
Energy consumption Page 49
Energy-efficient action Pages 49 to 50
Employee matters, including
employee engagement
Pages 81 to 88
and Nomination
Committee Report
page 130
Environmental matters Pages 38 to 81
Share capital Note 24 on
pages 269 to 271
Engagement with suppliers,
customers and others in a business
relationship with the Company
Pages 30 to 37
Information on the Group’s financial
risk management objectives and
policies, and its exposure to credit
risk, foreign currency risk and
financial instruments
Note 31 on
pages 277 to 295
Information to be disclosed in accordance with the UK
Listing Rule 6.6.1R
The following information, required to be disclosed in
accordance with UK Listing Rule 6.6.1R, is not applicable unless
stated otherwise:
• the amount of interest capitalised by the Group during the
period under review and details of any related tax relief;
• information in relation to the publication of unaudited
financial information required by UK Listing Rule 6.2.23R;
• any arrangements under which a Director has waived
emoluments or agreed to waive any future emoluments
from the Group;
• details of any contract for the provision of services
to the Company or any of its subsidiary undertakings
by a controlling shareholder, subsisting during the period
under review;
• any non-pre-emptive issues of equity for cash by the Group
or by any unlisted major subsidiary undertaking;
• parent participation in a placing by a listed subsidiary;
• any contract of significance in which a Director of the
Company is or was materially interested; and
• any waiver of dividends by a shareholder.
Articles of Association
The Company’s Articles of Association – available at
https://lionfinancegroup.uk/leadership-and-governance/
documents – may only be amended by a special resolution at
a general meeting of the shareholders. The process for the
appointment and removal of Directors is included in the Articles
of Association.
Share capital and rights attaching to the shares
Details of the movements in share capital during the year are
provided in Note 24 to the Consolidated Financial Statements
on pages 269 to 271 of this Annual Report.
As at 31 December 2024, there was a single class of 44,498,147
ordinary shares of one pence each in issue, each with one
vote – of which 110,000 ordinary shares were held in treasury
pending cancellation. As of 7 April 2025 there was a single class
of 44,190,040 ordinary shares, of which 53,578 ordinary shares
were held in treasury pending cancellation.
The rights and obligations attaching to the Company’s ordinary
shares are set out in its Articles of Association. Holders of
ordinary shares are entitled, subject to any applicable law and
the Company’s Articles of Association, to:
• have shareholder documents made available to them,
including notice of any general meeting;
• attend, speak and exercise voting rights at general meetings,
either in person or by proxy; and
• participate in any distribution of income or capital.
Under the terms of a demerger agreement between the
Company and Georgia Capital PLC, the latter has agreed that
for so long as its percentage holding in the Company (directly or
indirectly) is greater than 9.9% of the voting rights exercisable
at the Company’s general meetings, these voting rights will be
exercised in general meetings of the Company in accordance
with votes cast by all other shareholders.
This agreement was put in place to ensure Georgia Capital
PLC will not be able to influence the voting outcomes of the
Company’s shareholder resolutions at general meetings. Votes
will be made in accordance with the following mechanism:
• on a resolution proposed to a general meeting, all
shareholders of the Company (other than JSC Georgia
Capital and its concert parties) will be entitled to vote at
their discretion on a poll vote (each an ‘Initial Vote’); and

184
Annual Report 2024 Lion Finance Group PLC
Governance
• following the closing of the Initial Vote(s), the poll will reopen
as soon as possible for the sole purpose of enabling the shares
held by JSC Georgia Capital (or its concert parties) to be
voted in each case proportionally (calculated to two decimal
places) in accordance with the votes cast on each resolution on
an Initial Vote (the ‘Proportional Voting Mechanism’).
As the latest practicable date before the publication of the
Annual Report on 7 April 2025, the ‘Effective Rule 9 Threshold’ (as
defined in the Company’s 2018 listing prospectus and in summary
being the level of holding of the Company’s shares carrying voting
rights above which a mandatory offer would be triggered under
Rule 9 of the Takeover Code, once the shares held by Georgia
Capital are removed from the denominator) is 10,680,677 shares
– representing 24.17% of the Company’s issued share capital.
The latest Effective Rule 9 Threshold is available on the FAQ
section of our website. There are no other restrictions on
exercising voting rights, except in situations where the Company
is legally entitled to impose such a restriction – for example,
under the Articles of Association where amounts remain unpaid
in the shares after request, or the holder is otherwise in default
of an obligation to the Company. The Company is not aware
of any arrangements between shareholders that may result in
restrictions on the transfer of securities or voting rights.
The Company is permitted to make market purchases of its
own shares provided it is duly authorised by its members in a
general meeting, and subject to and in accordance with section
701 of the Companies Act 2006. Authority was given by special
resolution at the AGM of the Company on 17 June 2024 for
the Group to purchase up to 4,542,602 shares – approximately
10% of the Group’s shares. This authority will expire at the
conclusion of the Company’s AGM in 2025 or, if earlier, the close
of business on 17 July 2025. As at 31 December 2024, 438,836
ordinary shares had been repurchased as part of the GEL 73.4
million share buyback and cancellation programme. Of the
repurchased shares, 7,500 were awaiting cancellation as at
31 December 2024.
A renewal of the authority to make market purchases will be
sought from shareholders at each AGM. Purchases of ordinary
shares will be made within guidelines established from time
to time by the Board. Any purchase of ordinary shares would
be made only out of the Company’s available cash resources.
Ordinary shares purchased by the Company may be held in
treasury or cancelled.
During 2024 Apex Group Fiduciary Services Limited, acting
as a trustee of the Bank of Georgia Group Employee Trust,
purchased 135,674 ordinary shares with a nominal value
of one pence per share – representing 1.03% of the issued
share capital as at 31 December 2024. In addition, acting
as a trustee of the Rubicon Executive Equity Compensation
Trust, Apex Group Fiduciary Services Limited purchased
53,114 ordinary shares with a nominal value of one pence per
share – representing 2.28% of the issued share capital as at
31 December 2024. The trusts hold the shares for the purpose
of satisfying awards to beneficiaries.
The Company is permitted to allot its own shares provided it is
duly authorised by its members in a general meeting, and subject
to and in accordance with section 551 of the Companies Act
2006. Authority was given by special resolution at the AGM of
the Company on 17 June 2024 for the Board to (a) allot shares
in the Company up to a maximum aggregate nominal value of
£151,404.93 (representing 15,140,493 ordinary shares), which
represents approximately one third of the Company’s issued
ordinary share capital (excluding treasury shares) as at 24 April
2024; and (b) allot shares in the Company up to a further
aggregate nominal amount of £151,404.93, in connection with
a pre-emptive offer: (i) to holders of shares in proportion (as
nearly as may be practicable) to their existing holdings; and (ii)
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 the 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. These authorities will apply (unless previously
renewed, varied or revoked by the Company at a general meeting)
until conclusion of the Company’s AGM in 2025 – or, if earlier,
at the close of business on 17 September 2025 – and approval
will be sought at that meeting to renew a similar authority for a
further year. None of the ordinary shares carry any special rights
regarding control of the Company.
There are no restrictions on transfers of shares, other than:
• certain restrictions which may from time to time be imposed
by law or regulations, such as those relating to insider
dealing or pursuant to the Company’s Inside Information
Disclosure Policy;
• pursuant to the Company’s Securities Dealing Policy and
Code, whereby the Directors and designated employees
require approval to deal in the Company’s shares or cannot
deal at certain times; and
• where a person with an interest in the Company’s shares
has been served with a disclosure notice and has failed to
provide the Company with information concerning interests
in those shares.
Results and dividends
The Group made a profit before taxation and one-offs of GEL
2,175.8 million for the year ended 31 December 2024. The Group’s
profit after taxation for the year was GEL 2,485.2 million.
The Company may by ordinary resolution declare dividends,
provided that no such dividend shall exceed the amount
recommended by the Company’s Directors. The Directors may also
pay such interim dividends as appear to be justified by the profits
of the Group available for distribution. As Lion Finance Group PLC
is a holding company, the Group relies primarily on dividends and
other statutorily (if any) and contractually permissible payments
from its subsidiaries to generate the funds necessary to meet its
obligations and pay dividends to its shareholders.
In March 2024, the Company announced a GEL 100 million
extension of the buyback programme which was to end no later
than the Company’s AGM in 2024.
At the AGM held on 17 June 2024 shareholders approved the
Board’s recommendation of a final dividend of GEL 4.94 per
ordinary share in respect of the period ended 31 December
2023, payable on 19 July 2024 to ordinary shareholders of the
Group on the register as of 5 July 2024. On 22 August 2024,
the Board declared an interim dividend of GEL 3.38 in respect
of the period ended 30 June 2024, payable on 11 October 2024
to ordinary shareholders of the Group on the register as of
27 September 2024.
In August 2024, the Company announced a GEL 73.4 million
buyback and cancellation programme to end no later than
the Company’s AGM in 2025. As announced on 25 February
2025, the Board approved a GEL 107.7 million extension to the
buyback and cancellation programme.
The distributions are consistent with the Group’s capital and
distribution policy to target a dividend/share buyback payout
ratio in the range of 30-50% of annual profits. The Board
believes these to be in the best interests of the Company and
its shareholders.
The Board intends to recommend a final dividend in respect of
the year ended 31 December 2024 of GEL 5.62 per ordinary share.
Directors’ Report continued

185
Annual Report 2024 Lion Finance Group PLC
Strategic Report
Governance Financial Statements Additional Information
Equity Settled Option Plan
The Group operates two employee benefit trusts (EBTs) – one
for Executive Management and the other for employees below
the executive level (the ‘ESOP’) – which hold ordinary shares on-
trust for the benefit of employees and former employees of the
Group and their dependents, and which are used in conjunction
with the Group’s employee share schemes. While ordinary
shares are held in the EBT, the voting rights in respect of these
ordinary shares may be exercised by the trustees of the EBT.
The EBTs waive their right to receive any dividends. The
Company has committed that new shares issued in satisfaction
of deferred share compensation from the time of the
Company’s listing on the London Stock Exchange will not
exceed 10% of Lion Finance Group PLC’s ordinary share capital
over any ten-year period.
Powers of Directors
The Directors may exercise all powers of the Company subject
to applicable legislation and regulations and the Company’s
Articles of Association.
Conflicts of interest
In accordance with the Companies Act 2006, the Directors
have adopted a policy and procedure for the disclosure and
authorisation (if appropriate) of conflicts of interest. These
have been followed during 2024.
The Company’s Articles of Association also contain provisions to
allow the Directors to authorise potential conflicts of interest
so that a Director is not in breach of their duty under
Company Law.
Directors’ remuneration
Directors’ fees are determined by the Remuneration Committee
from time to time and must be in accordance with the
Directors’ Remuneration Policy last approved by shareholders
in 2022. The fees paid to the Non-executive Directors in 2024,
pursuant to their letters of appointment, are shown on page
176. The fees paid to our sole Executive Director for the period
1 January 2024 to 31 December 2024, pursuant to his service
agreements, are shown on page 171.
Directors’ interests
The Directors’ beneficial interests in ordinary shares of the
Company as at 31 December 2024 are shown on page 178,
together with any changes in those interests between the
financial year-end and the date on which this Directors’ Report
was approved by the Board.
Company Secretary
Computershare Company Secretarial Services Limited – a
global company delivering governance solutions to listed
and private companies through professional expertise and
innovative technologies – is the appointed Company Secretary.
Re-election of Directors
In line with the Code’s recommendations all Directors seek re-
election annually. Accordingly, all Directors who wish to remain
on the Board will stand for election or re-election in 2025.
The Board will set out in its Notice of Annual General Meeting
the qualifications of each Director and support for re-election
as applicable.
Annual General Meeting
The Notice of Annual General Meeting is circulated to all
shareholders at least 20 working days prior to such meetings.
All shareholders are invited to attend the AGM, where there
is an opportunity to ask the Chairman and the Chairs of the
Board Committees questions.
Shareholders are also invited to submit questions ahead of the
AGM by email and responses are provided ahead of the proxy
voting deadline where practicable. As recommended by the
Code, all resolutions proposed at the 2025 AGM will be voted
on separately – and the voting results will be announced to the
LSE and made available on the Company’s website as soon as
practicable after the meeting. These will include all votes cast
for and against and those withheld, and all proxies lodged prior
to the meeting.
For further information on shareholder and stakeholder
engagement see pages 30 to 37.
Directors’ responsibilities
Statements explaining the responsibilities of the Directors
for preparing the Annual Report and consolidated and
separate financial statements can be found on page 182
of this Annual Report.
A further statement is provided confirming that the Board
considers the Annual Report, taken as a whole, to be fair,
balanced and understandable, and provides the information
necessary for shareholders to assess the Company’s position
and performance, business model and strategy. Further
information on the fair, balanced and understandable
statement assessment can be found on page 144.
Indemnity
Subject to applicable legislation, every current and former Director or
other officer of the Company (other than any person engaged by the
Company as auditor) shall be indemnified by Lion Finance Group PLC
against (broadly) any liability in relation to the Company, other than
(broadly) any liability to the Company or a member of the Group,
or any criminal or regulatory fine. In addition, the Company has
put in place directors’ and officers’ indemnity insurance.
Significant agreements
The Company is not party to any significant agreements that
take effect, alter or terminate upon a change of control of the
Company. The Company is not aware of any agreements between
holders of its ordinary shares that may result in restrictions on the
transfer of its ordinary shares or on voting rights.
Presence outside of Georgia
We have our registered office in London (see page 205) and
additional offices in Budapest, Istanbul and Tel Aviv, as well
as BNB Bank in Belarus and Ameriabank CJSC in Armenia.
Political donations
The Group did not make any political donations or expenditure
during 2024. Authority to make political donations and incur political
expenditure will be put to shareholder vote at the 2025AGM.
Code of Conduct and Ethics
The Board has adopted a Code of Conduct and Ethics relating
to the lawful and ethical conduct of the business, supported
by the Group’s core values. The Code of Conduct and Ethics
has been communicated to all Directors and employees,
and expected to observe high standards of integrity and fair
dealing in relation to customers, staff and regulators in the
communities in which the Group operates.
Our Code of Conduct and Ethics is available at: https://
lionfinancegroup.uk/leadership-and-governance/documents.

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Annual Report 2024 Lion Finance Group PLC
Governance
Independent auditors
The NBG granted an extension in respect of the local mandatory audit rotation to allow EY to continue as auditor of Bank of
Georgia Group PLC for the 2025 audit. A resolution to reappoint EY as auditor of Lion Finance Group PLC will be put to shareholders
at the 2025 AGM.
Major interests in shares
As at 31 December 2024 the following interests in the ordinary share capital of the Company have been notified to the Directors:
Shareholder
No. of voting
rights
% of voting
rights
JSC Georgia Capital 8,535,060 19.23%
JP Morgan Asset Management (UK) Ltd 2,077,225 4.68%
Dimensional Fund Advisors (DFA) LP 1,920,644 4.33%
BlackRock Investment Management (UK) 1,857,979 4.19%
Vanguard Group Inc 1,678,911 3.78%
M&G Investment Management Ltd 1,454,140 3.28%
Source: Georgeson, Computershare
Notes:
1
JSC Georgia Capital will exercise its voting rights at the Group’s general meetings in accordance with the votes cast by all other Group shareholders, as long as JSC Georgia
Capital’s percentage holding in Lion Finance Group PLC is greater than 9.9%.
For the period 1 January 2025 up to and including 7 April 2025 (the latest practicable date for inclusion in this report), the Company
has received the following notification pursuant to DTR 5:
Shareholder
No. of voting
rights
% of voting
rights
Helikon Long Short Equity Fund Master ICAV 2,224,828 5.0163%
It should be noted that these holdings are likely to have changed since the Company was notified. However, notification of any
change is not required until the next notifiable threshold is crossed.
The respective regulatory filings by shareholders are available on the Company’s website at
https://lionfinancegroup.uk/news/news-announcements/ and the LSE website at https://www.londonstockexchange.com.
Post-balance-sheet events
On 6 February 2025 the Company announced that it changed its name from Bank of Georgia Group PLC to Lion Finance Group PLC.
The intention to change the name of the holding company was announced in February 2024 when the acquisition of Ameriabank
was announced to demonstrate the Group’s focus on multiple geographies. The change of name reflects a new chapter in the
Group’s development, as the acquisition of Ameriabank has enabled the Company to enter the dynamic, growing and prudently
managed Armenian economy. The Company remains focused on creating value for our stakeholders across our core markets.
As announced on 25 February 2025, the Board approved a GEL 107.7 million extension to its buyback and cancellation programme. At the
2025 AGM, the Board intends to recommend for shareholder approval a final dividend for 2024 of GEL 5.62 per share payable in Pounds
Sterling at the prevailing rate. This would make a total dividend paid in respect of the Group’s 2024 earnings of GEL 9.00 per share.
Karine Hirn was appointed as a Non-executive Director and as a member of the Audit, Risk and Nomination Committees with effect
from 7 April 2025.
On 7 April 2025 it was announced that Hanna Loikkanen will step down from the Board and as the Senior Independent Director, and
as a member of the Audit, Remuneration and Nomination Committees at the conclusion of the 2025 AGM. Véronique McCarroll will be
appointed as Senior Independent Director with effect from the conclusion of the 2025 AGM.
With effect from 7 April 2025 Véronique McCarroll was apppointed as a member of the Audit Committee, Andrew McIntyre was
appointed as a member of the Risk Committee and Cecil Quillen stepped down as a member of the Audit Committee.
Further information regarding the events after the reporting period can be found in Note 37 to the Consolidated Financial
Statements on page 308.
Statement of disclosure of information to the
External Auditor
We confirm that, so far as we are aware, there is no relevant audit information of which the Company’s auditor is unaware –
and we have taken all steps that we reasonably believe should be taken as Directors to make ourselves aware of any relevant audit
information and to establish that the Company’s statutory auditor is aware of such information.
The Directors’ Report on pages 183 to 186 was approved by the Board of Directors on 14 April 2025 and signed on its behalf:
By order of the Board
Computershare Company Secretarial Services Limited
Company Secretary
14 April 2025

Strategic Report
Governance Financial Statements Additional Information
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Annual Report 2024 Lion Finance Group PLC
Strategic Report
Governance Financial Statements Additional Information
Opinion
In our opinion:
• Lion Finance Group PLC’s Group Financial Statements and Parent Company Financial Statements (the ‘Financial Statements’)
give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at 31 December 2024 and of the
Group’s profit for the year then ended;
• the Group Financial Statements have been properly prepared in accordance with UK adopted international accounting standards
(UK IAS);
• the Parent Company Financial Statements have been properly prepared in accordance with UK IAS as applied in accordance with
section 408 of the Companies Act 2006; and
• the Financial Statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the Financial Statements of Lion Finance Group PLC (the ‘Parent Company’) and its subsidiaries (together the
‘Group’) for the year ended 31 December 2024 which comprise:
Group Parent Company
Consolidated Statement of Financial Position
as at 31 December 2024
Statement of Financial Position as at 31 December 2024
Consolidated Income Statement for the year then ended Statement of Changes in Equity for the year then ended
Consolidated Statement of Comprehensive Income for the year
then ended
Statement of Cash Flows for the year then ended
Consolidated Statement of Changes in Equity for the year
then ended
Related notes 1 to 37 to the Financial Statements, including:
material accounting policy information.
Consolidated Statement of Cash Flows for the year then ended
Related notes 1 to 37 to the Financial Statements, including:
material accounting policy information.
The financial reporting framework that has been applied in their preparation is applicable law and UK IAS and as regards the Parent
Company Financial Statements, as applied in accordance with section 408 of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities
under those standards are further described in the Auditor’s responsibilities for the audit of the Financial Statements section of our
report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion
Independence
We are independent of the Group and Parent Company in accordance with the ethical requirements that are relevant to our audit of
the Financial Statements in the UK, including the Financial Reporting Council’s (FRC’s) Ethical Standard as applied to listed public
interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
During the course of our independence procedures for the 31 December 2024 year end audit, it was identified that non-audit services
prohibited under the FRC’s Ethical Standard 2019 were provided by Ernst & Young LLC (EY Georgia) during 2024 and in prior years.
These services are prohibited as EY Georgia forms part of our integrated primary team for the audit.
The service provided to the Group related to the translation of the full year and interim financial statements of JSC Bank of Georgia
from English into Georgian for local regulatory submission purposes. Total fees for this service were £1,352 for the financial year
ended 31 December 2024 and are of a similar amount for each preceding year for which the services were undertaken.
This service is no longer being provided with the last period of translation being for the 2024 Interim Consolidated Financial Statements.
As a result of the breach we assessed the service provided to conclude on the extent of the issue. We considered that the provision
of the service did not create a self-review threat as the prohibited service by definition can only be delivered once the audit has been
completed and there was therefore no risk of self-review. Appropriate safeguards also existed as the individuals who performed the
prohibited services were not part of the audit engagement team.
We informed the Audit Committee following identification of the matter in December 2024. We considered this to be a minor
breach of the FRC’s Ethical Standard 2019; that an objective, reasonable and informed third party would not conclude impaired our
independence; and that we remain independent of the Group and the Parent Company in conducting the audit.
Financial Statements
Independent Auditor’s Report
to the Members of Lion Finance Group PLC

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Annual Report 2024 Lion Finance Group PLC
Financial Statements
Independent Auditor’s Report continued
To the Members of Lion Finance Group PLC
Conclusions relating to going concern
In auditing the Financial Statements, we have concluded that the Directors’ use of the going concern basis of accounting in the
preparation of the Financial Statements is appropriate. Our evaluation of the Directors’ assessment of the Group and Parent
Company’s ability to continue to adopt the going concern basis of accounting included:
• Evaluating the appropriateness of management’s key assumptions made in the Group’s forecasts. In assessing the
reasonableness of management’s assumptions, we incorporated consideration of the principal risks and uncertainties facing the
Group, including the potential longer-term impacts of the ongoing conflict between Russia and Ukraine, as well as considering
appropriate mitigating factors.
• Assessing the level of liquidity available to the Group to support its ongoing needs and projected compliance with capital
requirements and external debt covenants for a period of 12 months from the date of authorisation of the Financial Statements.
• Evaluating the reasonableness of management’s adverse forecast scenarios and associated stress testing, and their impact on
the Group’s liquidity and capital positions and compliance with external debt covenants.
• Obtaining the reverse stress test performed by management and assessing the plausibility of management actions available to
mitigate the impact of the results of that test.
• Assessing the adequacy of the going concern disclosures provided within the Financial Statements by evaluating whether they
were consistent with management’s assessment and in compliance with the relevant reporting requirements.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the Group and Parent Company’s ability to continue as a going concern for
a period of twelve months from 14 April 2025.
In relation to the Group and Parent Company’s reporting on how they have applied the UK Corporate Governance Code, we have
nothing material to add or draw attention to in relation to the Directors’ statement in the Financial Statements about whether the
Directors considered it appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections
of this report. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the
Group’s ability to continue as a going concern.
Overview of our audit approach
Audit scope • We performed an audit of the complete financial information of three components and specified
audit procedures on balances for two further components.
• The components where we performed full or specific audit procedures accounted for 98% of profit
before tax, 98% of revenue and 97% of total assets.
Key audit matters • Allowance for expected credit losses.
• Acquisition of Ameriabank CJSC and the related accounting treatment.
Materiality • Overall Group materiality was established at GEL 106m which represents 5% of adjusted profit
before tax.
An overview of the scope of the Parent Company and Group audits
Tailoring the scope
Our assessment of audit risk, our evaluation of materiality and our allocation of performance materiality determine our audit scope
for each company within the Group. Taken together, this enables us to form an opinion on the consolidated financial statements.
We take into account size, risk profile, the organisation of the Group, the effectiveness of Group-wide controls, changes in the
business environment, the potential impact of climate change and other factors such as recent Internal Audit results when assessing
the level of work to be performed at each company.
In assessing the risk of material misstatement to the Group Financial Statements, and to ensure we had adequate quantitative
coverage of significant accounts in the Financial Statements, of the twenty-three reporting components of the Group, we selected
five covering entities within the United Kingdom, Georgia, Armenia and Belarus, which represent the principal business units within
the Group.
Of the five components selected, we performed or instructed an audit of the complete financial information of three components
(the ’full scope components’) which were selected based on their size or risk characteristics. Two of these three components were
audited directly by the primary team whereas the third was audited by a non-EY audit firm.
One of the two remaining selected components (the ‘specified procedures components’), being the bank in Belarus, was also audited
by a non-EY audit firm, whilst the second specified scope component was audited by the primary team. We directed the non-EY
component auditor to undertake specified audit procedures on certain accounts within that component that we considered had the
potential for the greatest impact on the significant accounts in the Group financial statements either because of the size of these
accounts or their risk profile. We also instructed that audit team to perform specified procedures over cash at bank balances.
In addition to the component work described above, we also undertook a centralised approach to auditing the Group’s consolidation
journal entries and intercompany elimination balances.

Strategic Report
Governance Financial Statements Additional Information
189
Annual Report 2024 Lion Finance Group PLC
The reporting components where we either performed or instructed audit procedures accounted for 98% (2023: 94%) of the Group’s
profit before tax, 98% (2023: 97%) of the Group’s revenue and 97% (2023: 97%) of the Group’s total assets. For the current year, the
full scope components contributed 97% (2023: 94%) of the Group’s profit before tax less non-recurring items, 96% (2023: 97%) of
the Group’s revenue and 95% (2023: 95%) of the Group’s total assets.
Of the remaining eighteen components that together represent 2% of the Group’s profit before tax, none are individually greater
than 1% of that profit number. For these components, we performed other procedures and analytical reviews to respond to any
potential risks of material misstatement to the Group Financial Statements.
Changes from the prior year
One additional entity was brought into our scope for FY24 being Ameriabank CJSC (‘Ameriabank’). As highlighted in note 36 to
the Financial Statements, Ameriabank was purchased by the Group in early 2024 and was brought into scope for the purposes
of our audit as a significant component by size and by risk. This was the third full scope component referenced above. Due to this
acquisition, two previously in scope entities (Georgian Leasing Company and JSC BGEO Group) were no longer deemed to be in
scope components due to their much-reduced impact on the enlarged Group’s Financial Statements.
Involvement with component teams and primary team co-ordination
As mentioned, of the three full scope components, audit procedures were performed on two of these directly by the primary audit
team which is structured as an integrated team across the UK and Georgian geographies.
The UK portion of the integrated team continued to follow a programme of continuous engagement with the Georgian portion of
the team designed to ensure that the Senior statutory auditor’s oversight was appropriate. In 2024, due to the political unrest that
occurred in Georgia at various times, the planned physical visits by the UK portion of the team to Georgia were cancelled. In their
place we extended our involvement and oversight of the Georgian portion of the primary team via increased use of calls and video
conferences during various stages of the audit process.
For the third full scope component – being Ameriabank – where procedures were performed by a non-EY component audit team,
we engaged fully with that team, providing instructions, receiving reporting and also spending time with the component team via
various video calls and conferences throughout the various stages of the audit such that we could be taken through work papers
so that we could better understand the work that had been undertaken. We also increased our written communications to and
reporting from the non-EY component teams.
This, together with the additional procedures performed at Group level, gave us appropriate evidence for our opinion on the Group
Financial Statements.
Climate change
Stakeholders are increasingly interested in how climate change will impact the Group. The Group has determined that climate-
related risk is an emerging matter. This is explained on page 61 in the required Task Force on Climate-related Financial Disclosures as
well as on pages 60 to 80 in the principal risks and uncertainties. All of these disclosures form part of the ‘Other information’, rather
than the audited Financial Statements. Our procedures on these unaudited disclosures therefore consisted solely of considering
whether they are materially inconsistent with the Financial Statements or our knowledge obtained in the course of the audit or
otherwise appear to be materially misstated, in line with our responsibilities on ‘Other information’.
In planning and performing our audit we assessed the potential impacts of climate change on the Group’s business and any
consequential material impact on its Financial Statements.
There are no significant judgements or estimates relating to climate change in the notes to the Financial Statements.
Our audit effort in considering the impact of climate change on the Financial Statements was focused on evaluating management’s
assessment of the impact of climate risk, physical and transition, their climate commitments, the effects of the material climate
risks disclosed on pages 60 to 80 and the impact of the issue on risk management in note 31 to the Financial Statements. Further,
we also considered whether these have been appropriately reflected in the asset values and liabilities recognised.
As part of this evaluation, we performed our own risk assessment, supported by our climate change specialists, to determine the
risks of material misstatement in the financial statements from climate change.
We also challenged the Directors’ considerations of climate change risks in their assessment of going concern and viability and
associated disclosures. Where considerations of climate change were relevant to our assessment of going concern, these are
described above.
Based on our work we have not identified the impact of climate change on the Financial Statements to be a key audit matter or to
impact a key audit matter.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the Financial
Statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to
fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy, the allocation of
resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit
of the Financial Statements as a whole, and in our opinion thereon, and we do not provide a separate opinion on these matters.

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Financial Statements
Independent Auditor’s Report continued
To the Members of Lion Finance Group PLC
Allowance for expected credit losses (‘ECL’)
Risk Our response to the risk
The ECL provision is calculated using a combination of a
collective provisioning model and specific loan provisions based
on discounted cash flow analyses and regression-based forward-
looking estimates.
The allowance for expected credit loss is highly judgemental
and changes in assumptions could have a material impact on
reported profits.
Both collective and specific provisioning depend on a number of
assumptions and judgements including:
• allocation of loans to stage 1, 2, 3 or Purchased and
Originated Credit-Impaired (‘POCI’) using criteria set in
accordance with IFRS 9 ‘Financial Instruments’;
• accounting interpretations and modelling assumptions used
to build and run the models for calculating the expected
credit loss (‘ECL’);
• inputs and assumptions used to estimate the impact of
multiple economic scenarios, including weightings applied;
• estimation of probability of default (‘PD’), loss given default
(‘LGD’) and exposure at default (‘EAD’), including the
valuation of collateral; and
• measurement of individually assessed provisions, including
expected future cash flows and the valuation of collateral.
There are also risks related to:
• the accuracy and completeness of underlying loan data used
in the ECL model; and
• the accuracy and adequacy of financial statement
disclosures.
As a consequence of the judgement involved in establishing
the allowance, there is a greater risk of misstatement in ECL
charges, either by fraud or error, including through the potential
override of controls by management.
Information on the impairment of loans to customers is included
in note 9, Loans to Customers and note 30, Risk Management,
to the consolidated Financial Statements.
In designing our procedures, we considered the Group’s current
approach of the Group’s management continuing to operate
separate localised ECL models and credit risk oversight
procedures for the Ameriabank component and involved
and instructed the non-EY component auditor and their
specialists accordingly.
• We obtained an understanding, performed walkthroughs
and evaluated the design and operating effectiveness of
key controls across the processes relevant to the ECL. This
includes controls over data accuracy and completeness, credit
monitoring, allocation of borrowers into their respective
impairment stages, individual provisioning and production of
journal entries and disclosures.
• Using our and the non EY-component auditor’s credit risk
specialists, we assessed and challenged the Group’s IFRS
9 provisioning methodology to determine whether the
accounting standard had been complied with consistently
across the Group and any changes made to the methodology
were appropriate.
• Using our and the non EY-component auditor’s credit
risk specialists, we tested the assumptions, inputs and
formulae used in the ECL model to confirm that the model
was consistent with the stated methodology. This included
assessing the appropriateness of the model design and
formulae used, and recalculating the PD, LGD and EAD, on a
sample basis.
• Our and the non EY-component auditor’s credit risk
specialists performed detailed review of the changes made
in the models. We performed a recalculation of the ECL
on a sample basis, including procedures over staging and
underlying risk parameters.
• We assessed the appropriateness of the macroeconomic
scenarios used by management and tested whether they had
been appropriately applied in the ECL calculations.
• We tested the completeness and accuracy of key data inputs
used in the ECL model by reconciling loans and advances
between the underlying source systems and the ECL model
and back to source evidence.
• We challenged the criteria used to allocate assets to
stage 1, 2, 3 or POCI in accordance with IFRS 9, including
management overlays applied specifically to determine
SICR and staging. For a sample of loans, we independently
assessed whether they had been allocated to the appropriate
stage, considering potential indicators of significant increase
in credit risk or default and challenged management as to the
rationale for movements between stages.
• We performed procedures to address the existence and
valuation of collateral for loans where expected cash flows
from collateral were impacting the estimation of loan losses.
Involving our and non-EY component auditor’s valuation
specialists, we assessed the reasonableness of valuation
methodology of collaterals.
• We evaluated the adequacy and appropriateness of
disclosures related to ECL for compliance with the
requirements of IFRS.

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How we scoped our audit as an integrated audit team and responded to the risk and involvement of non-EY component team auditor
For the purposes of determining the scope of work to be conducted primarily by the integrated primary, or the non-EY component
team we considered the following:
• The first year nature of Ameriabank’s audit for the Group.
• The Group’s material IFRS 9 systems and processes, including modelled ECL, and where those systems and process were located.
• The Group’s gross exposure and ECL by jurisdiction.
Based on this assessment, we determined that credit-related procedures were required to be performed locally by the integrated
primary team members based in Georgia and by the non-EY component team’s auditor and their credit risk and valuation
specialists. We also concluded that evaluating the adequacy of the non-EY component auditor’s work required both the UK and
Georgian members of the integrated primary team. Furthermore, we also engaged local valuation and credit specialists for the
Georgian component’s exposures with close collaboration of the integrated primary team.
Other aspects of the Group audit team’s involvement with the component teams and procedures performed are detailed in the
‘Involvement with component teams and primary team co-ordination’ section of our report.
Key observations communicated to the Audit Committee
Although the estimation of the expected credit loss is by nature highly judgemental, based on the results of our audit procedures, we
concluded that the ECL provision was appropriate as at 31 December 2024. Specifically, we highlighted the following to the Audit
Committee:
• We considered that differences in ECL methodology across the Group did not have a material impact on the ECL allowance.
• We considered the overall valuation and treatment of collateral to be materially reasonable.
• Staging, inputs and assumptions were appropriately applied to the ECL calculation.
• Financial Statement disclosures on loans and receivables and the ECL allowance were in compliance with the requirements
of IFRS 9.
Acquisition of Ameriabank and related accounting treatment
Risk Our response to the risk
As described in note 36 to the Group Financial Statements, the
Group acquired a 90% stake in Ameriabank on 30 March 2024
as well as an option over the remaining 10% of the bank.
The transaction has been accounted for as a business
combination under IFRS 3 ‘Business Combinations’ and
accordingly, the assets acquired, and liabilities assumed from
Ameriabank were recorded at fair value as of the acquisition
date, resulting in the recognition of negative goodwill of GEL
685,888. Purchase price allocation (PPA) adjustments were
recognised on asset and liability categories, including loans and
advances to customers, intangible assets, and subordinated
borrowings to derive the fair values.
There is a risk of error in the accounting and financial reporting
for acquisitions, including significant judgements in respect of
fair values of identifiable net assets acquired, consideration,
non-controlling interest, and resultant negative goodwill.
These factors contributed to a high degree of auditor judgement
and effort in performing procedures and evaluating audit
evidence obtained.
• We reviewed the sales and purchase agreement to ensure
all conditions precedent to the transaction were met in
accordance with IFRS.
• Using our valuation specialists, we tested management’s fair
value assessment of Ameriabank as at the acquisition date
to determine the PPA, and audited the PPA as part of our
consolidation procedures.
• We reviewed the calculation of the negative goodwill,
vouched the purchase consideration paid, and ensured that
the negative goodwill was appropriately presented in the
consolidated statement of comprehensive income.
• We evaluated the adequacy and appropriateness of
disclosures for compliance with the requirements of IFRS 3.
• We also assessed the appropriateness of the day 2 ECL
charge that arises from the initial recognition of acquired
financial assets at amortised costs.
Key observations communicated to the Audit Committee
Based on the results of our audit procedures, we concluded that the business combination and related negative goodwill is
appropriate as at 31 December 2024. Specifically, we highlighted the following to the Audit Committee:
• We considered the overall accounting treatment to be in line with the requirements of IFRS 3.
• The PPA has been appropriately applied in the consolidated Financial Statements.
• We considered the negative goodwill included in the consolidated statement of comprehensive income to be appropriate.
• Financial Statement disclosures on the Ameriabank business combination are in compliance with the requirements of IFRS 3.

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Financial Statements
Independent Auditor’s Report continued
To the Members of Lion Finance Group PLC
Our application of materiality
We apply the concept of materiality in planning and performing the audit, in evaluating the effect of identified misstatements on
the audit and in forming our audit opinion.
Materiality
The magnitude of an omission or misstatement that, individually or in the aggregate, could reasonably be expected to influence the
economic decisions of the users of the Financial Statements. Materiality provides a basis for determining the nature and extent of
our audit procedures.
We determined materiality for the Group to be GEL 106m (2023: GEL 83m), which is 5% (2023: 5%) of Group adjusted profit
before tax. We believe that adjusted profit before tax provides us with the most appropriate measure for the users of the Financial
Statements given the Group is profit making, it is consistent with the wider industry and is the standard for listed and regulated
entities. We also believe it reflects the most useful measure for the users of the Financial Statements.
We determined materiality for the Parent Company to be GEL 106m (2023: GEL 83m), which is the lower of GEL 110m (2% of
equity) and the Group materiality. We believe that equity reflects the most useful measure for users of the Financial Statements as
the Parent Company’s primary purpose is to act as a holding company with investments in the Group’s subsidiaries, not to generate
operating profits and therefore a profit-based measure is not relevant. However, as the Parent Company is the primary holding
company of the Group, we adjusted materiality for the Parent Company to mirror the Group.
Performance materiality
The application of materiality at the individual account or balance level. It is set at an amount to reduce to an appropriately low level
the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality.
On the basis of our risk assessments, together with our assessment of the Group’s overall control environment, our judgement was
that performance materiality should be set at 75% (2023: 50%) of our planning materiality, namely GEL 79.5m (2023: GEL 41.5m).
We have set performance materiality at this percentage due to various considerations including a past history of misstatements,
the effectiveness of the control environment and other factors affecting the entity and its financial reporting.
Audit work at component locations for the purpose of obtaining audit coverage over significant Financial Statement accounts is
undertaken based on a percentage of total performance materiality. The performance materiality set for each component is based
on the relative scale and risk of the component to the Group as a whole and our assessment of the risk of misstatement at that
component. In the current year, the range of performance materiality allocated to components was GEL 16.3m to GEL 65.2m (2023:
GEL 12.5m to GEL 36.4m).
Reporting threshold
An amount below which identified misstatements are considered as being clearly trivial.
We agreed with the Audit Committee that we would report to them all uncorrected audit differences in excess of GEL 5.3m (2023:
GEL 4.15m), which is set at 5% of planning materiality, as well as differences below that threshold that, in our view, warranted
reporting on qualitative grounds.
We evaluate any uncorrected misstatements against both the quantitative measures of materiality discussed above and in light of
other relevant qualitative considerations in forming our opinion.
Other information
The other information comprises the information included in the Annual Report set out on pages 3-186 other than the Financial Statements
and our Auditor’s Report thereon. The Directors are responsible for the other information contained within the Annual Report.
Our opinion on the Financial Statements does not cover the other information and, except to the extent otherwise explicitly stated
in this report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent
with the Financial Statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially
misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether
this gives rise to a material misstatement in the Financial Statements themselves. If, based on the work we have performed, we
conclude that there is a material misstatement of the other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the
Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the Strategic Report and the Directors’ Report for the financial year for which the Financial Statements
are prepared is consistent with the Financial Statements; and
• the Strategic Report and the Directors’ Report have been prepared in accordance with applicable legal requirements.

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Annual Report 2024 Lion Finance Group PLC
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and the Parent Company and its environment obtained in the course
of the audit, we have not identified material misstatements in the Strategic Report or the Directors’ Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to
you if, in our opinion:
• adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been
received from branches not visited by us; or
• the Parent Company Financial Statements and the part of the Directors’ Remuneration Report to be audited are not in
agreement with the accounting records and returns; or
• certain disclosures of Directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
Corporate Governance Statement
We have reviewed the Directors’ statement in relation to going concern, longer-term viability and that part of the Corporate
Governance Statement relating to the Group and Parent Company’s compliance with the provisions of the UK Corporate
Governance Code specified for our review by the UK Listing Rules.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate
Governance Statement is materially consistent with the Financial Statements or our knowledge obtained during the audit:
• Directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting and any material
uncertainties identified, set out on page 105;
• Directors’ explanation as to its assessment of the Parent Company’s prospects, the period this assessment covers and why the
period is appropriate, set out on page 105;
• Directors’ statement on whether it has a reasonable expectation that the Group will be able to continue in operation and meets
its liabilities, set out on page 105;
• Directors’ statement on fair, balanced and understandable, set out on page 144;
• Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks, set out on pages 95-104;
• The section of the Annual Report that describes the review of effectiveness of risk management and internal control systems, set
out on pages 95-104; and
• The section describing the work of the Audit Committee, set out on pages 135-144.
Responsibilities of Directors
As explained more fully in the Directors’ Responsibilities Statement set out on page 183, the Directors are responsible for the
preparation of the Financial Statements and for being satisfied that they give a true and fair view, and for such internal control as
the Directors determine is necessary to enable the preparation of Financial Statements that are free from material misstatement,
whether due to fraud or error.
In preparing the Financial Statements, the Directors are responsible for assessing the Group and Parent Company’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the Directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no
realistic alternative but to do so.
Auditor’s responsibilities for the audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the Financial Statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an Auditor’s Report that includes our opinion. Reasonable assurance is a
high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of these Financial Statements.
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a material misstatement due to
fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example,
forgery or intentional misrepresentations, or through collusion. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below.
However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the
Parent Company and management.

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Annual Report 2024 Lion Finance Group PLC
Financial Statements
• We obtained an understanding of the legal and regulatory frameworks that are applicable to the Group and determined that the
most significant are relevant regulations of the UK Listing Authority (UKLA), as well as the various Georgian legal and regulatory
requirements applying to the components of the Group, of which the most material are the regulations of the National Bank of
Georgia.
• We understood how the Group is complying with those frameworks by making enquiries of management, internal audit, and
those responsible for legal and compliance matters. We also reviewed correspondence between the Group and its regulators;
reviewed minutes of the Board and its committees; and gained an understanding of the Group’s approach to governance,
demonstrated by the Board’s approval of the Group’s governance framework and the Board’s review of the Group’s risk
management framework (‘RMF’) and internal control processes.
• We assessed the susceptibility of the Group’s Financial Statements to material misstatement, including how fraud might occur
by considering the controls that the Group has established to address risks identified by the entity, or that otherwise seek to
prevent, deter or detect fraud. We also considered areas of significant judgement, complex transactions, performance targets,
economic or external pressures and the impact these have on the control environment.
• Where this risk was considered to be higher, we performed audit procedures to address each identified fraud risk which included
management, internal audit and legal enquiries, testing of internal control, journal entry testing, analytical procedures, tests of
detail and focused testing as referred to in the ‘Key Audit Matters’ section above. These procedures were designed to provide
reasonable assurance that the Financial Statements were free from fraud or error.
• We assessed the susceptibility of the Group’s Financial Statements to material misstatement, including how fraud might occur
by considering the controls that the Group has established to address risks identified by the entity, or that otherwise seek to
prevent, deter or detect fraud. We also considered areas of significant judgement, complex transactions, performance targets,
economic or external pressures and the impact these have on the control environment.
• Where this risk was considered to be higher, we performed audit procedures to address each identified fraud risk which included
management, Internal Audit and legal enquiries, testing of internal control, journal entry testing, analytical procedures, tests of
detail and focused testing as referred to in the ‘Key Audit Matters’ section above. These procedures were designed to provide
reasonable assurance that the Financial Statements were free from fraud or error.
• Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations.
Our procedures involved inquiries of Group legal counsel, money laundering reporting officer, Internal Audit, certain senior
management executives and focused testing. We also inspected key regulatory correspondence from the relevant regulatory
authorities.
• The Group operates in the banking industry which is a highly regulated environment. As such, the Senior Statutory Auditor
considered the experience and expertise of the engagement team to ensure that the team had the appropriate competence and
capabilities which included the use of specialists where appropriate.
A further description of our responsibilities for the audit of the Financial Statements is located on the Financial Reporting Council’s
website at https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor’s Report.
Other matters we are required to address
• Following the recommendation from the Audit Committee, we were appointed by the Parent Company on 25 January 2018 to
audit the Financial Statements for the year ending 31 December 2017 and subsequent financial periods.
• The period of total uninterrupted engagement including previous renewals and reappointments is eight years, covering the years
ending 31 December 2017 to 31 December 2024.
• The audit opinion is consistent with the additional report to the Audit Committee.
Use of our report
This report is made solely to the Parent Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies
Act 2006. Our audit work has been undertaken so that we might state to the Parent Company’s members those matters we are
required to state to them in an Auditor’s Report and for no other purpose. To the fullest extent permitted by law, we do not accept
or assume responsibility to anyone other than the Parent Company and the Parent Company’s members as a body, for our audit
work, for this report, or for the opinions we have formed.
Peter Wallace (Senior statutory auditor)
for and on behalf of Ernst & Young LLP, Statutory Auditor
London
14 April 2025
Independent Auditor’s Report continued
To the Members of Lion Finance Group PLC

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Governance Financial Statements Additional Information
195
Annual Report 2024 Lion Finance Group PLC
Consolidated Statement of Financial Position
For the year ended 31 December 2024 (Thousands of Georgian Lari)
Notes
2024
2023
2022
Cash and cash equivalents
6
3,753, 183
3, 101,824
3,584 ,843
Amounts due from credit institutions
7
3,278,4 65
1, 752,657
2,433,028
Investment securities
8
8, 968, 721
5, 129 , 757
4,349 ,729
Investment securities measured at amortised cost
2,7 46,392
690,306
378,537
Investment securities measured at fair value through other comprehensive
income
6,020 ,801
4,432,164
3, 971, 192
Investment securities measured at fair value through profit or loss
201,528
7 ,287
–
Investment securities pledged under sale and repurchase agreements and
securities lending
8
483,666
–
–
Investment securities pledged under sale and repurchase agreements and
securities lending measured at amortised cost
269 ,791
–
–
Investment securities pledged under sale and repurchase agreements and
securities lending measured at fair value through other comprehensive
income
186,67 0
–
–
Investment securities pledged under sale and repurchase agreements and
securities lending measured at fair value through profit or loss
27 ,205
–
–
Loans to customers, factoring and finance lease receivables
9
33,558,874
20,232,721
16,861,7 06
Accounts receivable and other loans
10
8,811
47 ,562
397 ,990
Prepayments
18
88,950
37 ,511
43,612
Foreclosed assets
12
378,642
271,712
119 , 924
Right-of-use assets
11
257 ,89 6
138,695
117 ,387
Investment properties
15
134 ,338
124,068
166,54 6
Property and equipment
13
550,097
436,955
398,855
Goodwill
16
41,253
41,253
33,351
Intangible assets
14
322,250
167 ,862
149,441
Income tax assets
17
48, 114
2 ,520
86 4
Other assets
18
314,620
245,072
215,058
Assets held for sale
20,008
27 ,389
29 ,566
Total assets
52,207 ,888
31,757 ,558
28, 901,900
Client deposits and notes
19
33,202 ,010
20 ,522 , 739
18,261,39 7
Amounts owed to credit institutions
20
8,680,233
5, 156,009
5,266,653
Debt securities issued
21
2 ,255,016
421,359
645,968
Lease liability
11
274,435
141, 934
114,470
Accruals and deferred income
22
338,734
129 ,355
106,366
Income tax liabilities
17
88,431
199,058
99,533
Other liabilities
18
353,802
167 ,268
158,691
Total liabilities
45, 192,661
26,737 ,722
24 ,653,078
Equity
24
Share capital
1,46 4
1,506
1,563
Additional paid-in capital
453,738
465,009
506,304
Treasury shares
(51)
(7 1)
(83)
Capital redemption reserve
154
112
55
Other reserves
110, 786
21,385
14 ,564
Retained earnings
6,422,320
4,510, 780
3,709 , 170
Total equity attributable to shareholders of the Group
6, 988,411
4, 998,721
4,231,573
Non-controlling interests
26,816
21, 115
17 ,249
Total equity
7 , 015,227
5,019 ,836
4,2 48,822
Total liabilities and equity
52,207 ,888
31,757 ,558
28, 901,900
The financial statements on pages 195 to 308 were approved by the Board of Directors on and signed on its behalf by:
Archil Gachechiladze
Chief Executive Officer
Lion Finance Group PLC
Registered No. 10917019
14 April 2025
The accompanying notes on pages 203 to 308 are an integral part of these financial statements.

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Annual Report 2024 Lion Finance Group PLC
Financial Statements
Consolidated Income Statement
For the year ended 31 December 2024 (Thousands of Georgian Lari)
Notes
2024
2023
2022
Interest income calculated using EIR method
4,093,368
2,734,208
2,236,307
Other interest income
46,532
14,053
20,57 4
Interest income
4, 139 ,900
2,7 48,261
2,256,881
Interest expense
(1,7 41,396)
(1, 112,568)
(1,056,829)
Deposit insurance fees
(37 ,657)
(20,24 7)
(17 ,717)
Net interest income
25
2,360,847
1,615,4 46
1, 182,335
Fee and commission income
937 ,777
707,765
559 ,465
Fee and commission expense
(37 6, 115)
(273,283)
(241, 97 4)
Net fee and commission income
26
561,662
434,482
3 1 7, 49 1
Net foreign currency gain
571,799
365,711
466,094
Net gains/(losses) on extinguishment of debt
12
564
(8,717)
One-off other income from settlement of legacy claim
10
–
22,585
391, 100
Net other gains/(losses)
29
68,308
114, 171
44 ,809
Operating income
3,562,628
2 ,552 , 959
2,393,112
Salaries and other employee benefits
27
(757 , 990)
(419 ,454)
(362,019)
Administrative expenses
27
(279 , 197)
(205,368)
(164,450)
Depreciation, amortisation and impairment
11, 13, 14
(173, 137)
(124,723)
(111,089)
Other operating expenses
(12,580)
(4,508)
(3,628)
Operating expenses
(1,222, 904)
(754 ,053)
(641, 186)
Gain on bargain purchase
36
685,888
–
–
Acquisition-related costs
36
(13,715)
–
–
Profit/(loss) from associates
1,34 7
1,456
75 4
Operating income before cost of risk
3,013,244
1,800,362
1,752,680
Expected credit loss on loans to customers and factoring receivables
28
(14 7 ,399)
(124,298)
(128,678)
Expected credit loss on finance lease receivables
28
(1,409)
(2 ,76 2)
(3,208)
Other expected credit loss
28
(1,866)
2 ,5 49
(16, 189)
Impairment (charge)/reversal on other assets and provisions
28
(14,579)
(19 ,553)
29 ,00 7
Cost of risk
(165,253)
(144,06 4)
(119, 068)
Net operating income before non-recurring items
2 , 8 47,9 9 1
1,656,298
1,633,612
Net non-recurring items
–
–
1,038
Profit before income tax expense
2 , 8 47,9 9 1
1,656,298
1,634 ,650
Income tax expense
17
(362,796)
(258, 971)
(190,651)
Profit for the year
2,485,195
1,397 ,327
1,443,999
–shareholders of the Group
2,476, 9 43
1,39 1,277
1,439,507
–non-controlling interests
8,252
6,050
4 ,49 2
2,485,195
1,397 ,327
1,443,999
Basic earnings per share
24
56. 9057
31.2967
3 0 .9 9 4 6
Diluted earnings per share
24
55.7509
30.4252
30.3328
The accompanying notes on pages 203 to 308 are an integral part of these financial statements.

Strategic Report
Governance Financial Statements Additional Information
197
Annual Report 2024 Lion Finance Group PLC
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2024 (Thousands of Georgian Lari)
2024
2023
2022
Profit for the year
2,485,195
1,397 ,327
1,443,999
Other comprehensive income/(loss) to be reclassified to the income statement in
subsequent years, net of tax:
–Net change in fair value on investments in debt instruments measured at fair value
through other comprehensive income (FVOCI)
23, 7 69
25,000
29,232
–Realised gain on financial assets measured at FVOCI
(4,541)
(8,330)
(7 , 921)
measured at FVOCI reclassified to the consolidated income statement
1,785
1,046
6,568
–Gain/(loss) from foreign currency translation differences
66,624
(41, 176)
(18,278)
Net other comprehensive income/(loss) to be reclassified to the income statement in
subsequent years, net of tax
87 ,637
(23,460)
9,601
Other comprehensive gain/(loss) not to be reclassified to the income statement in
subsequent years:
–Revaluation of property and equipment reclassified to investment property
1, 144
–
–
–Net gain/(loss) on investments in equity instruments designated at FVOCI
1,630
1 ,776
(1,369)
in subsequent years, net of tax
2 ,7 74
1,77 6
(1,369)
Other comprehensive income/(loss) for the year, net of tax
90,411
(21,684)
8,232
Total comprehensive income for the year
2,575,606
1,375,643
1,452,231
–shareholders of the Group
2,567 ,833
1,369 ,869
1,447,816
–non-controlling interests
7 ,773
5, 774
4, 415
2,575,606
1,375,643
1,452,231
The accompanying notes on pages 203 to 308 are an integral part of these financial statements.

198
Annual Report 2024 Lion Finance Group PLC
Financial Statements
Consolidated Statement of Changes in Equity
For the year ended 31 December 2024 (Thousands of Georgian Lari)
earnings
Total
31 December 2021
1,618
492,243
(75)
(3,223)
–
2,588,4 63
3,0 79 ,026
13,882
3, 092,908
Profit for the year
–
–
–
–
–
1,439 ,507
1,439,50 7
4 , 492
1,443,999
Other comprehensive income for
the year
–
–
–
17 ,876
–
(9 ,567)
8,309
(77)
8,232
Total comprehensive income for
the year
–
–
–
17 ,87 6
–
1,429, 9 40
1,447,816
4 , 415
1,452 ,231
Increase in equity arising from
share-based payments
–
82,288
27
–
–
–
82,315
–
82,315
under share-based payments
–
(68,227)
(35)
–
–
–
(68,262)
–
(68,262)
Dividends to shareholders of the
Group (note 24)
–
–
–
–
–
(196,514)
(196,514)
–
(196,514)
Increase in share capital of
subsidiaries
–
–
–
(8 9)
–
–
(8 9)
19
(70)
Purchase of treasury shares
–
–
(112,719)
–
–
–
(112,719)
–
(112, 719)
Cancellation of treasury shares
(55)
–
112,719
–
55
(112,719)
–
–
–
Dividends of subsidiaries to non-
controlling shareholders
–
–
–
–
–
–
–
(1,067)
(1,06 7)
31 December 2022
1,563
506,304
(83)
14,56 4
55
3,709 , 170
4,231,573
17 ,249
4,248,822
Profit for the year
–
–
–
–
–
1,391,277
1,391,277
6,050
1,397 ,327
Other comprehensive income for
the year
–
–
–
6,787
–
(28, 195)
(21, 408)
(2 76)
(21,684)
Total comprehensive income for
the year
–
–
–
6,787
–
1,363,082
1,369 ,869
5, 7 74
1,375,6 43
Increase in equity arising from
share-based payments
–
72 ,009
46
–
–
–
72,055
518
72,573
under share-based payments
–
(106,295)
(32)
–
–
–
(106,327)
–
(106,327)
Dividends to shareholders of the
Group (note 24)
–
–
–
–
–
(396,627)
(396,627)
–
(396,627)
Increase in share capital of
subsidiaries
–
–
–
34
–
–
34
38
72
on acquisition of subsidiary
–
–
–
–
–
–
–
241
2 41
Purchase of treasury shares
–
(7 , 009)
(164 ,847)
–
–
–
(171,856)
–
(171,856)
Cancellation of treasury shares
(57)
–
16 4,845
–
57
(16 4,845)
–
–
–
Dividends of subsidiaries to non-
controlling shareholders
–
–
–
–
–
–
–
(2,7 05)
(2,7 05)
31 December 2023
1,506
4 65,009
(71)
21,385
112
4 ,510,780
4, 998,721
21, 115
5,019 ,836
Profit for the year
–
–
–
–
–
2,476, 9 43
2 ,47 6, 943
8,252
2,485,195
Other comprehensive income for
the year
–
–
–
89 ,667
–
1,223
90,890
(47 9)
90,411
Total comprehensive income for
the year
–
–
–
89 ,667
–
2,478, 166
2,567 ,833
7, 7 7 3
2,575,606
Increase in equity arising from
share-based payments
–
68,712
33
–
–
–
68, 745
463
69 ,208
under share-based payments
–
(68,5 79)
(12)
–
–
–
(68,591)
–
(68,591)
Dividends to shareholders of the
Group (note 24)
–
–
–
–
–
(372 ,454)
(372,454)
–
(372, 454)
Increase in share capital of
subsidiaries
–
–
–
(178)
–
–
(178)
(4 1)
(219)
Dilution of interests in
subsidiaries
–
–
–
(8 8)
–
–
(88)
88
–
Purchase of treasury shares
–
(18,413)
(187 , 164)
–
–
–
(205,577)
–
(205,577)
Cancellation of treasury shares
(42)
7 ,009
187 , 163
–
42
(194, 172)
–
–
–
Dividends of subsidiaries to non-
controlling shareholders
–
–
–
–
–
–
–
(2,582)
(2,582)
31 December 2024
1,464
453,738
(51)
110,786
154
6,422 ,320
6,988,411
26,816
7 ,015,227
The accompanying notes on pages 203 to 308 are an integral part of these financial statements.

Strategic Report
Governance Financial Statements Additional Information
199
Annual Report 2024 Lion Finance Group PLC
Consolidated Statement of Cash Flows
For the year ended 31 December 2024 (Thousands of Georgian Lari)
Notes
2024
2023
2022
Interest received
4,016,790
2,711,087
2,299,639
Interest paid
(1, 723,393)
(1, 130 ,065)
(1, 018, 118)
Fees and commissions received
950,309
616,371
522 ,586
Fees and commissions paid
(37 6, 115)
(235,775)
(24 1, 974)
Net cash inflow from real estate
14,836
9,60 1
7 , 111
Net realised gain from foreign currencies
568, 128
355,473
453, 998
Recoveries of loans to customers previously written off
9
61, 945
47 ,029
84 ,542
Other income received
10
13,377
381, 746
11,799
Salaries and other employee benefits paid
(530,655)
(34 6,880)
(279 ,7 04)
General and administrative and operating expenses paid
(319 ,601)
(200,534)
(17 1,389)
in operating assets and liabilities
2,675,621
2,208,053
1,668, 490
Amounts due from credit institutions
(750, 720)
624, 130
(902,255)
Loans to customers, factoring and finance lease receivables
(6,283,422)
(3,662, 487)
(2,332,975)
Prepayments and other assets
54,433
11, 775
(6, 912)
Foreclosed assets
69 ,827
159 ,204
(11, 700)
Amounts due to credit institutions
2,547 ,658
(103,488)
1,019 ,092
Debt securities issued
9 ,201
(45,504)
(73,772)
Client deposits and notes
5,4 13,726
2,213,868
5,509 ,461
Other liabilities
46,094
23, 913
94,581
Net cash flows from operating activities before income tax
3,782, 418
1,429,464
4 , 964 ,010
Income tax paid
(587 ,678)
(161, 102)
(202,558)
Net cash flows from operating activities
3, 194,7 40
1,268,362
4,761,452
Net purchases/sales of investment securities
(2,855,422)
(74 7 ,379)
(1,807 ,355)
Purchase of investments in associates
–
(642)
–
Purchase of investments in subsidiaries, net of cash acquired
36
243,361
(3, 716)
–
Proceeds from sale of investment properties and assets held for sale
33,843
47 , 950
92 ,690
Proceeds from sale of property and equipment and intangible assets
168
550
3,658
Purchase of property and equipment and intangible assets
(230, 929)
(155,370)
(121,666)
Dividends received
802
232
–
Net cash flows used in investing activities
(2,808, 177)
(858,375)
(1,832,673)
Repurchase of debt securities issued
21
–
(20, 980)
(617 , 1 94)
Repayment of the principal portion of the debt securities issued
21
(403,37 6)
(230, 995)
(31,581)
Proceeds from Tier 2 notes issued
21
51, 126
78, 921
–
Proceeds from Additional Tier 1
21
800, 970
–
148, 120
Proceeds from local bonds issued
21
360, 167
–
–
Cash payments for the principal portion of the lease liability
11
(50,271)
(32, 151)
(25,980)
Dividends paid
(373,426)
(398, 156)
(196,948)
Purchase of treasury shares under share-based payments
(68,591)
(106,327)
(68,262)
Purchase of treasury shares
(205,577)
(171,856)
(112,719)
Net cash from/(used) in financing activities
111,022
(881,54 4)
(904,564)
Effect of exchange rates changes on cash and cash equivalents
153,524
(11,280)
40,400
Effect of expected credit losses on cash and cash equivalents
250
(182)
(33 4)
Net increase/(decrease) in cash and cash equivalents
651,359
(483,019)
2 ,064,281
Cash and cash equivalents, beginning of the year
6
3, 101,824
3,584,843
1,520,562
Cash and cash equivalents, end of the year
6
3,753, 183
3, 101,824
3,584 ,843
The accompanying notes on pages 203 to 308 are an integral part of these financial statements.

200
Annual Report 2024 Lion Finance Group PLC
Financial Statements
Separate Statement of Financial Position
As at 31 December 2024 (Thousands of Georgian Lari)
Lion Finance Group PLC has elected for the exemption not to present the separate income statement in accordance with section
408 of the Companies Act 2006. The Company’s individual statement of financial position shows the Company’s profit and loss for
the financial year determined in accordance with this Act.
In 2023 the Company completed an internal reorganisation process intended to optimise its subsidiaries’ holding structure. The
reorganisation resulted in the extinguishment of its outstanding loan towards the subsidiary as well as receipt of additional
investment in the subsidiary through dividend in specie distribution recognised as part of the income statement. The reorganisation
did not have any economic substance and was accounted as a common control transaction with no effect on the Group’s
consolidated financial statements.
Notes 2024 2023 2022
Assets
Cash and cash equivalents 6 12,510 50,970 10,850
Investments in subsidiaries 2 5,661,538 5,451,902 4,981,658
Investment securities 13,387 – –
Other assets 8,362 8,426 177
Total assets 5,695,797 5,511,298 4,992,685
Liabilities
Interest-bearing loans and borrowings 18,484 16,987 1,675,941
Other liabilities 1,259 5,748 802
Total liabilities 19,743 22,735 1,676,743
Equity
Share capital 24 1,464 1,506 1,563
Additional paid-in capital 580,671 592,075 599,084
Treasury shares (3) (2) –
Capital redemption reserve 154 112 55
Retained earnings 4,339,679 2,160,240 2,010,537
Net profit/(loss) for the period 754,089 2,734,632 704,703
Total equity 5,676,054 5,488,563 3,315,942
Total liabilities and equity 5,695,797 5,511,298 4,992,685
Included in Other assets of the Company is the call and put option contract on the 10% shareholding of Ameriabank CJSC
concluded at the time of business combination. The option is measured at fair value which for the year ended 2024 amounted to
GEL 5,614. Please see note 36 for more details on the option terms.
The financial statements on pages 195 to 308 were approved by the Board of Directors on and signed on its behalf by:
Archil Gachechiladze
Chief Executive Officer
Lion Finance Group PLC
Registered No. 10917019
14 April 2025
The accompanying notes on pages 203 to 308 are an integral part of these financial statements.

Strategic Report
Governance Financial Statements Additional Information
201
Annual Report 2024 Lion Finance Group PLC
Separate Statement of Changes in Equity
For the year ended 31 December 2024 (Thousands of Georgian Lari)
Share
capital
Additional
paid-in
capital
Treasury
shares
Capital
redemption
reserve
Retained
earnings
Total
equity
31 December 2021 1,618 599,084 – – 2,316,690 2,917,392
Total comprehensive income – – – – 705,284 705,284
Dividends to shareholders of the Group
(note 24) – – – – (194,015) (194,015)
Purchase of treasury shares – – (112,719) – – (112,719)
Cancellation of treasury shares (55) – 112,719 55 (112,719) –
31 December 2022 1,563 599,084 – 55 2,715,240 3,315,942
Total comprehensive income – – – – 2,734,632 2,734,632
Dividends to shareholders of the Group
(note 24) – – – – (390,155) (390,155)
Purchase of treasury shares – (7,009) (164,847) – – (171,856)
Cancellation of treasury shares (57) – 164,845 57 (164,845) –
31 December 2023 1,506 592,075 (2) 112 4,894,872 5,488,563
Total comprehensive income – – – – 754,088 754,088
Dividends to shareholders of the Group
(note 24) – – – – (361,020) (361,020)
Purchase of treasury shares – (18,413) (187,164) – – (205,577)
Cancellation of treasury shares (42) 7,009 187,163 42 (194,172) –
31 December 2024 1,464 580,671 (3) 154 5,093,768 5,676,054
The accompanying notes on pages 203 to 308 are an integral part of these financial statements.

202
Annual Report 2024 Lion Finance Group PLC
Financial Statements
Separate Statement of Cash Flows
For the year ended 31 December 2024 (Thousands of Georgian Lari)
Notes 2024 2023 2022
Net cash flows from/(used in) operating activities
Interest income received 2,964 5,772 1,499
Interest paid (3,049) – –
Fees and commissions paid (1,250) (750) (714)
Salaries and other employee benefits paid (28,656) (2,785) (3,064)
General and administrative expenses paid (9,997) (5,349) (2,269)
Net cash flows used in operating activities before income tax (39,988) (3,112) (4,548)
Income tax paid – (2,053) –
Net cash flows used in operating activities (39,988) (5,165) (4,548)
Net cash flows from/(used in) investing activities
Dividends received 787,429 607,539 322,717
Purchase of investments in subsidiaries (510,652) – –
Capital reduction of subsidiaries 2 307,000 – –
Net (purchases) sales of investment securities (13,489) – –
Net cash flows from investing activities 570,288 607,539 322,717
Net cash from/(used in) financing activities
Dividends paid (361,020) (390,155) (194,015)
Purchase of treasury shares (205,577) (171,856) (112,719)
Net cash flows used in financing activities (566,597) (562,011) (306,734)
Effect of exchange rates changes on cash and cash equivalents (2,163) (243) (969)
Net (decrease)/increase in cash and cash equivalents (38,460) 40,120 10,466
Cash and cash equivalents, beginning of the year 50,970 10,850 384
Cash and cash equivalents, end of the year 12,510 50,970 10,850
The accompanying notes on pages 203 to 308 are an integral part of these financial statements.

Strategic Report
Governance Financial Statements Additional Information
203
Annual Report 2024 Lion Finance Group PLC
Notes to Consolidated Financial Statements
(Thousands of Georgian Lari)
1. Principal activities
On 6 February 2025 Bank of Georgia Group PLC changed its name to Lion Finance Group PLC. It is a public limited liability company
incorporated in England and Wales with registered number 10917019. As at 31 December 2024 Lion Finance Group PLC held 99.56%
of the share capital of JSC Bank of Georgia and 90% of Ameriabank CJSC (remaining 10% is consolidated through a put option),
representing their ultimate parent company. Ameriabank was acquired as at 31 March 2024 (note 3). Lion Finance Group PLC
together with JSC Bank of Georgia, Ameriabank CJSC and other subsidiaries makes up a group of companies (the ‘Group’) and
provides banking, leasing, brokerage and investment management services to corporate and individual customers. Lion Finance
Group PLC is listed on the London Stock Exchange’s main market in the Equity Shares (Commercial Companies) category and is a
constituent of the FTSE 250 index. Ticker: BGEO, effective 21 May 2018. JSC Bank of Georgia and Ameriabank CJSC are the Group’s
main operating units and account for most of the Group’s activities.
JSC Bank of Georgia was established on 21 October 1994 as a joint stock company (JSC) under the laws of Georgia. It
operates under a general banking licence issued by the National Bank of Georgia (‘the NBG’; the Central Bank of Georgia)
on 15 December 1994.
JSC Bank of Georgia accepts deposits from the public and extends credit, transfers payments in Georgia and internationally, and
exchanges currencies. Its main office is in Tbilisi, Georgia. At 31 December 2024, it had 189 operating outlets in all major cities of
Georgia (31 December 2023: 189, 31 December 2022: 211). JSC Bank of Georgia’s registered legal address is 29a Gagarini Street,
Tbilisi 0160, Georgia.
Ameriabank CJSC was established on 8 December 1992 under the laws of the Republic of Armenia. Its principal activities are deposit
taking and customer account maintenance, lending, issuing guarantees, cash and settlement operations and operations with
securities and foreign exchange. The activities of Ameriabank CJSC are regulated by the Central Bank of Armenia (‘the CBA’).
As at 31 December 2024, Ameriabank CJSC had 25 branches from which it conducted business throughout the Republic of Armenia.
The registered address of the head office is 2 Vazgen Sargsyan Street, Yerevan 0010, Republic of Armenia.
Lion Finance Group PLC’s registered legal address is 29 Farm Street, London, W1J 5RL, England.
As at 31 December 2024, 31 December 2023 and 31 December 2022, the following shareholders owned more than 3% of the total
outstanding shares of Lion Finance Group PLC. Other shareholders individually owned less than 3% of the outstanding shares.
JSC Georgia Capital**
19.23%
19.71%
20.60%
JP Morgan Asset Management
4.68%
4.04%
2.60%
Dimensional Fund Advisors (DFA) LP
4.33%
4.11%
3.67%
BlackRock Investment Management (UK)
4.19%
3.58%
2.31%
Vanguard Group Inc
3.78%
3.33%
3.20%
M&G Investment Management Ltd
3.28%
4.84%
4.10%
Others
60.51%
60.39%
63.52%
Total*
100.00%
100.00%
100.00%
* For the purposes of calculating percentage of shareholding, the denominator includes total number of issued shares, which includes shares held in the trust for the share-
based compensation purposes of the Group.
** JSC Georgia Capital will exercise its voting rights at the Group’s general meetings in accordance with the votes cast by all other Group shareholders, as long as JSC Georgia
Capital’s percentage holding in Lion Finance Group PLC is greater than 9.9%.
As at 31 December 2024, the members of the Board of Directors of Lion Finance Group PLC owned 788,805 shares or 1.8%
(31 December 2023: 760,209 shares or 1.7%, 31 December 2022: 665,980 shares or 1.4%) of Lion Finance Group PLC. Interests of the
members of the Board of Directors of Lion Finance Group PLC were as follows:
Mel Carvill
–
–
–
Archil Gachechiladze
775,823
718,207
623,978
Al Breach*
N/A
30,000
30,000
Tamaz Georgadze
5,000
5,000
5,000
Hanna Loikkanen
–
–
–
Jonathan Muir
–
–
–
Cecil Quillen
2,900
2,900
2,900
Véronique McCarroll
–
–
–
Mariam Megvinetukhutsesi
4,102
4,102
4,102
Andrew McIntyre**
980
N/A
N/A
Maria Gordon***
–
N/A
N/A
Total
788,805
760,209
665,980
* Al Breach stepped down from the Board of Directors and the Supervisory Board and their Committees on 15 March 2024.
** Andrew McIntyre was appointed as an Independent Non-executive Director of Lion Finance Group PLC on 15 March 2024.
*** Maria Gordon was appointed as an Independent Non-executive Director of Lion Finance Group PLC on 20 September 2024.

204
Annual Report 2024 Lion Finance Group PLC
Financial Statements
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
2. Basis of preparation
General
In accordance with the exemption permitted under section 408 of the Companies Act 2006, the separate income statement of Lion
Finance Group PLC is not presented as part of these financial statements. Lion Finance Group PLC’s income for the year is disclosed
within the separate statement of financial position and the separate statement of changes in equity.
The financial statements of Lion Finance Group PLC are prepared in accordance with UK-adopted international accounting
standards as at 31 December 2024.
These financial statements are prepared under the historical cost convention except for:
• the measurement at fair value of certain investment securities, derivative financial assets and liabilities, investment properties
and certain other financial assets;
• the measurement of foreclosed assets at lower of cost and net realisable value; and
• the measurement of non-current assets classified as held for sale at lower of carrying amount and fair value less costs to sell.
The financial statements are presented in thousands of Georgian Lari (GEL), except per-share amounts and unless
otherwise indicated.
Going concern
In adopting the going concern basis for preparing the consolidated financial statements, the Directors have considered the Group’s
business activities, objectives and strategy, principal risks and uncertainties in achieving its objectives, and performance. The
Directors have performed a robust assessment of the Group’s financial forecasts across a range of scenarios over 12 months from
the date the financial statements are authorised for issue, by carrying out stress testing, incorporating extreme downside scenario
and reverse stress testing, which involved examining the level of disruption that may cause the Group to fail. Based on this, the
Directors confirm that they have a reasonable expectation that the Company and the Group, as a whole, have adequate resources
to continue in operational existence for the 12-month period from the date the financial statements are authorised for issue.
Furthermore, management is not aware of any material uncertainties that may cast significant doubt upon the Group’s ability to
continue as a going concern for the foreseeable future. Therefore, the financial statements continue to be prepared on the going
concern basis.
Impact of climate-related risks on the Group’s financial position and performance
As described in note 31 to the financial statements, the Group has identified climate risk as an emerging risk. However, qualitative
analysis of the impact of climate change and low-carbon transitions on traditional banking risk and on the sectors in which the
Group’s clients were active lead us to believe that there is currently no material short- (less than two years) to medium- (two to five
years) term impact of climate change expected. The Group continues to refine its assessment of such risks and will reassess whether
the impact of climate-related risks on its financial position and performance need to be considered in future reporting periods.

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2. Basis of preparation continued
Subsidiaries and associates
The consolidated financial statements as at 31 December 2024, 31 December 2023 and 31 December 2022 include the following
subsidiaries and associates:
incorporation
Address
Industry
100.00%
100.00%
100.00%
United
Holding Company
14/10/2011
–
100.00%
N/A
N/A
United
Holding Company
2/12/2024
–
JSC BGEO Group*
100.00%
100.00%
100.00%
Georgia
29a Gagarini
Investment
28/5/2015
–
Þ JSC Idea
100.00%
100.00%
100.00%
Georgia
3 Aleksandr Pushkin
Insurance
26/12/2018
–
99.56%
99.56%
99.55%
Georgia
29a Gagarini
Banking
21/10/1994
–
100.00%
100.00%
100.00%
United
17/8/2010
–
100.00%
100.00%
100.00%
Georgia
29a Gagarini
25/8/2008
–
Bank of
Georgia Future
Foundation,
NPO)
100.00%
100.00%
100.00%
Hungary
1054
Budapest,
18/6/2012
–
N/A
100.00%
100.00%
Turkey
Süleyman Seba
25/12/2013
–
34357
Istanbul
100.00%
100.00%
100.00%
Israel
7 Menahem
9/2/2009
–
Investments,
LLC
100.00%
100.00%
100.00%
Cyprus
Arch. Makariou III
Investments
12/5/2009
13/10/2009
1075,
Nicosia
99.98%
99.98%
99.98%
Belarus
Nezavisimosty
Banking
16/4/1992
3/6/2008
99.90%
99.90%
99.90%
Belarus
Nezavisimosty
Leasing
30/3/2006
3/6/2008
100.00%
100.00%
100.00%
Georgia
3-5 Alexander
Leasing
29/10/2001
31/12/2004
100.00%
100.00%
100.00%
Georgia
Didube-Chughureti
Leasing
27/1/2012
21/1/2015
Þ JSC BG Financial
100.00%
100.00%
100.00%
Georgia
79 David
Investment
7/8/2015
–
Avenue, 0102,
Tbilisi

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Financial Statements
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
incorporation
Address
Industry
100.00%
100.00%
N/A
Georgia
Krtsanisi District,
22/9/2023
–
100.00%
N/A
N/A
Georgia
Krtsanisi District,
13/05/2024
–
100.00%
100.00%
100.00%
Georgia
Krtsanisi District,
19/12/1995
28/12/2004
100.00%
100.00%
100.00%
Azerbaijan
1C Mikayil Mushvig,
28/12/2013
–
AZ1006,
Baku
100.00%
100.00%
100.00%
Cyprus
Arch. Makariou III
Investments
3/7/2006
–
1075,
Nicosia
100.00%
100.00%
100.00%
Belarus
5A-3Н, K.Chornogo
Brokerage
19/2/2008
–
(Belarus),
LLC
100.00%
100.00%
100.00%
Georgia
41, Pekini Avenue,
Digital
8/6/2018
–
100.00%
100.00%
99.34%
Georgia
41, Pekini Avenue,
Digital
22/5/2019
–
Þ Easy Box LLC
100.00%
100.00%
100.00%
Georgia
41, Pekini Avenue,
Transportation
22/12/2020
–
100.00%
100.00%
100.00%
Georgia
41, Pekini Avenue,
Digital
8/11/2022
–
100.00%
100.00%
0.00%
Uzbekistan
Mirabadski District,
Digital
31/8/2023
–
Þ JSC Delivery
100.00%
81.38%
25.75%
Georgia
6 A. Andronikashvili
Digital
14/12/2017
8/11/2022
80.00%
83.34%
0.00%
Georgia
41, Pekini Avenue,
Digital
11/12/2008
29/9/2023
100.00%
100.00%
0.00%
Georgia
41, Pekini Avenue,
Digital
6/7/2023
–
Þ Solo, LLC
100.00%
100.00%
100.00%
Georgia
79 David
Trade
22/4/2015
–
100.00%
100.00%
100.00%
Georgia
74a Chavchavadze
Registrar
29/5/2006
–
Registrar of
Georgia
100.00%
100.00%
Georgia
1b, Budapest
Investments
29/10/2007
–
99.41%
99.41%
Georgia
221
Nutsubidze
Card processing
17/1/1997
20/10/2004
100.00%
100.00%
Georgia
106
Beliashvili
7/3/2006
–
Georgia,
LLC
100.00%
100.00%
Georgia
80-82, David
23/4/2007
–
100.00%
100.00%
Georgia
74a Chavchavadze
Business servicing
10/5/2006
–
100.00%
100.00%
Georgia
Kazbegi Street 3-5,
Various
17/2/2012
–
2. Basis of preparation continued

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incorporation
Address
Industry
N/A
N/A
Armenia
2 Vazgen Sargsyan
Banking
8/12/1992
29/3/2024
0010,
Republic of
N/A
N/A
Armenia
2 Vazgen Sargsyan
Consulting
21/4/2023
29/3/2024
0010,
Republic of
N/A
N/A
Armenia
2 Vazgen Sargsyan
Digital
28/4/2023
29/3/2024
0010,
Republic of
Address
Industry
JSC Credit info
21.08%
21.08%
21.08%
Georgia
2 Tarkhnishvili
14/2/2005
14/2/2005
24.04%
24.04%
24.04%
Georgia
72 Vazha-Pshavela
8/5/2015
23/12/2016
* On 11 March 2024 Lion Finance Group PLC decreased its investments in JSC BGEO Group by GEL 307,000.
** JSC Bank of Georgia closed Representative office in Turkey on 24 August 2024.
*** BOG Asset Management LLC established a new company – LLC Galt and Taggart SPV 3 on 13 May 2024.
3. Summary of significant accounting policies
Basis of consolidation
The Consolidated Financial Statements comprise the financial statements of the Group and its subsidiaries as at 31 December 2024.
The Group consolidates a subsidiary when it controls it. Control is achieved when the Group is exposed, or has rights, to variable
returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.
Specifically, the Group controls an investee if and only if the Group has:
• power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee);
• exposure, or rights, to variable returns from its involvement with the investee; and
• the ability to use its power over the investee to affect its returns.
Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control
of the subsidiary. Income and expenses of a subsidiary acquired or disposed of during the year are included in the statement of
comprehensive income from the date the Group gains control until the date the Group ceases to control the subsidiary.
Profit or loss and each component of other comprehensive income are attributed to the equity holders of the parent of the Group
and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. When necessary,
adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group’s
accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between
members of the Group are eliminated in full on consolidation.
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction.
Business combinations and goodwill
For each business combination, the Group elects whether to measure the non-controlling interests in the acquiree at fair value or at
the proportionate share of the acquiree’s identifiable net assets. Acquisition-related costs are expensed as incurred.
Goodwill is initially measured at cost (being the excess of the aggregate of the consideration transferred and the amount recognised
for non-controlling interests and any previous interest held over the net identifiable assets acquired and liabilities assumed). If the
fair value of the net assets acquired is in excess of the aggregate consideration transferred, the Group reassesses whether it has
correctly identified all of the assets acquired and all of the liabilities assumed and reviews the procedures used to measure the
amounts to be recognised at the acquisition date. If the reassessment still results in an excess of the fair value of net assets acquired
over the aggregate consideration transferred, then the gain is recognised in the income statement.
2. Basis of preparation continued

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Financial Statements
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
3. Summary of significant accounting policies continued
Investments in associates
Associates are entities in which the Group generally has between 20% and 50% of the voting rights, or is otherwise able to exercise
significant influence over, but which it does not control or jointly control. Investments in associates are accounted for under the
equity method and are initially recognised at cost, including goodwill. Subsequent changes in the carrying value reflect the post-
acquisition changes in the Group’s share of net assets of the associate. The Group’s share of its associates’ profits or losses is
recognised in the consolidated income statement, and its share of movements in reserves is recognised in other comprehensive
income. However, when the Group’s share of losses in an associate equal or exceeds its interest in the associate, the Group does not
recognise further losses, unless the Group is obliged to make further payments to, or on behalf of, the associate.
Common control transactions
The Group generally accounts for common control transactions at cost. Those transactions involving the acquisition of investment in
a subsidiary, associate or joint venture are accounted at the fair value of the consideration given. When the purchase consideration
does not correspond to the fair value of the investment acquired the investment is accounted at fair value with corresponding effect
recognised in the acquirer’s standalone income statement.
Accounting for common control transactions has no effect on the Group’s consolidated financial statements.
Investments in subsidiaries and associates in parent company financial statements
For the purposes of parent company financial statements, investments in subsidiaries and associates are accounted at cost less
any impairment. Dividends from a subsidiary or an associate are recognised in the parent company financial statements when the
parent’s right to receive the dividend is established.
Fair value measurement
The Group measures financial instruments, such as trading and investment securities, derivatives and non-financial assets such as
investment properties, at fair value at each balance sheet date. Fair values of financial instruments measured at amortised cost are
disclosed in note 32.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data is available to measure
fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value
hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:
• Level 1 − Quoted (unadjusted) market prices in active markets for identical assets or liabilities.
• Level 2 − Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or
indirectly observable.
• Level 3 − Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.
For assets and liabilities that are recognised in the financial statements on a recurring basis, the Group determines whether
transfers have occurred between levels in the hierarchy by reassessing categorisation (based on the lowest level input that is
significant to the fair value measurement as a whole) at the end of each reporting period.
Financial assets and liabilities
Classification and measurement for financial assets and liabilities
The Group classifies all of its financial assets based on the business model for managing the assets and the asset’s contractual
terms, measured at either:
• fair value through profit or loss (FVTPL);
• fair value through other comprehensive income (FVOCI) with recycling to the income statement upon disposal for debt
instruments;
• FVOCI without recycling to the income statement for equity instruments; or
• amortised cost.
Financial liabilities, other than loan commitments and financial guarantees, are measured at amortised cost or at FVTPL if they are
held for trading.
Embedded derivatives are not separated from a host financial asset. Instead, financial assets are classified based on the business
model and their contractual terms.
All derivative instruments are measured at FVTPL.

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3. Summary of significant accounting policies continued
Measurement of financial instruments at initial recognition
When financial instruments are recognised initially, they are measured at fair value, adjusted, in the case of instruments not at
FVTPL, for directly attributable fees and costs.
The best evidence of the fair value of a financial instrument at initial recognition is normally the transaction price. If the Group
determines that the fair value at initial recognition differs from the transaction price, then:
• if the fair value is evidenced by a quoted price in an active market for an identical asset or liability (i.e. a Level 1 input) or based on
a valuation technique that uses only data from observable markets, the Group recognises the difference between the fair value at
initial recognition and the transaction price as a gain or loss; and
• in all other cases, the initial measurement of the financial instrument is adjusted to defer the difference between the fair value at
initial recognition and the transaction price. After initial recognition, the Group recognises that deferred difference as a gain or
loss only to the extent that it arises from a change in a factor (including time) that market participants would take into account
when pricing the asset or liability.
Subsequent measurement of financial instruments
Financial instruments measured at amortised cost
The Group measures amounts due from credit institutions, loans to customers and other financial assets at amortised cost if both
of the following conditions are met:
• The financial asset is held within a business model with the objective to hold financial assets in order to collect contractual
cash flows.
• The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and
interest (SPPI) on the principal amount outstanding.
The details of these conditions are outlined below.
Business model
The Group determines its business model at the level that best reflects how it manages groups of financial assets to achieve its
business objective. The business model is not assessed on an instrument-by-instrument basis, but at a higher level of aggregated
portfolios per instrument type and is based on the following observable factors:
• The risks that affect the performance of the business model (and the financial assets held within that business model) and, in
particular, the way those risks are managed.
• How managers of the business are compensated (for example, whether the compensation is based on the fair value of the assets
managed or on the contractual cash flows collected).
• How financial assets held within particular business model are evaluated and reported to key management personnel.
The expected frequency, value and timing of sales are also important aspects of the assessment. The business model assessment
is based on reasonably expected scenarios without taking ‘worst case’ or ‘stress case’ scenarios into account. If cash flows after
initial recognition are realised in a way that is different from the Group’s original expectations, the Group does not change the
classification of the remaining financial assets held in that business model, but incorporates such information when assessing newly
originated or newly purchased financial assets going forward.
There are three business models available under IFRS 9:
• Hold to collect: It is intended to hold the asset to maturity to earn interest, collecting repayments of principal and interest form
the counterparty.
• Hold to collect and sell: This model is similar to the hold to collect model, except that the entity may elect to sell some or all of the
assets before maturity as circumstances change or to hold the assets for liquidity purposes.
• Other: All those models that do not meet the ‘hold to collect’ or ‘hold to collect and sell’ qualifying criteria.
Solely payments of principal and interest (SPPI)
If a financial asset is held in either to a ‘hold to collect’, or a ‘hold to collect and sell’ business model, then the Group assesses whether
contractual cash flows are SPPI on the principal amount outstanding at initial recognition to determine the classification. The SPPI
test is performed on an individual instrument basis.
Contractual cash flows that represent SPPI on the principal amount outstanding are consistent with basic lending arrangements.
Interest is consideration for the time value of money and the credit risk associated with the principal amount outstanding
during a particular period of time. It can also include consideration for other basic lending risks (e.g. liquidity risk) and costs
(e.g. administrative costs) associated with holding the financial asset for a particular period of time, and a profit margin that is
consistent with a basic lending arrangement.
In assessing whether the contractual cash flows are SPPI, the Group considers whether the contractual terms of the financial asset
contain a term that could change the timing or amount of contractual cash flows arising over the life of the instrument which could
affect whether the instrument is considered to meet the SPPI test.
If the SPPI test is failed, such financial assets are measured at FVTPL with interest earned recognised in other interest income.

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Financial Statements
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
3. Summary of significant accounting policies continued
Debt instruments at FVOCI
The Group measures debt investment securities at FVOCI when both of the following categories are met:
• The instrument is held within a business model, the objective of which is achieved by both collecting contractual cash flows, selling
financial assets and holding such financial instruments for liquidity management purposes.
• The contractual terms of the financial asset meet the SPPI test.
FVOCI debt investment securities are subsequently measured at fair value with gains and losses arising due to changes in fair value
recognised in other comprehensive income. Interest income and foreign exchange gains and losses are recognised in the income
statement in the same manner as for financial assets measured at amortised cost. On derecognition, cumulative gains or losses
previously recognised in other comprehensive income are reclassified from other comprehensive income to the income statement.
Factoring receivables
Factoring receivables, presented as part of loans to customers, factoring and finance lease receivables, are measured at amortised
cost. They are initially measured at fair value plus incremental direct transaction costs, and subsequently at their amortised cost
using the effective interest method.
Equity instruments at FVOCI – option
Upon initial recognition, the Group may elect to classify irrevocably its investments in equity instruments as equity instruments at
FVOCI when they meet the definition of equity under IAS 32
Financial Instruments: Presentation
and are not held for trading. Such
classification is determined on an instrument-by-instrument basis.
The Group does not recycle gains and losses on these equity instruments to the income statement nor does it make impairment
assessment for these instruments. Dividends received are recognised in the income statement.
Financial assets at FVTPL
Groups of financial assets for which the business model is other than ‘hold to collect’ and ‘hold to collect and sell’ are measured
at FVTPL.
Derivatives recorded at FVTPL
The Group enters into derivative transactions with various counterparties. These include interest rate swaps, forwards and other
similar instruments. Derivatives are recorded at fair value and carried as assets when their fair value is positive and as liabilities
when their fair value is negative. Net changes in the fair value of derivatives are included in net other gains/(losses), excluding gain/
loss on foreign exchange derivatives which are presented in net foreign currency gain. From the beginning of 2019, the Group enters
into certain cross-currency swap agreements to match its funding costs in certain currencies with the income generated from
lending activities in these currencies. As a result, the Group economically hedges the interest rate risk, however, no hedge accounting
under IFRS 9 is applied. Net changes in the fair value of such derivative financial instruments, which are presented in net foreign
currency gain, excludes unwinding of the locked-in interest differential which is presented as part of interest expense to reflect risk
management objective of the Group.
Financial guarantees, letter of credits and other financial commitments
The Group enters into the financial guarantee contracts whereby it’s required to make specified payments to reimburse the holder
for a loss it incurs because a specified debtor fails to make payment when due. Financial guarantees, letter of credits and other
financial commitments are initially recognised in the financial statements at fair value, being the premium received. Subsequent
to initial recognition, the Group’s liability under each guarantee is measured at the higher of the amount initially recognised, less
cumulative amortisation recognised in the consolidated income statement and an expected credit loss (ECL) provision.
Non-financial guarantees
The Group enters into non-financial guarantee contracts whereby it’s required to compensate to the holder in case another party
fails to meet its contractual obligations. Non-financial guarantees are initially recognised in the financial statements at fair value,
being the premium received, amortised on a straight-line basis over the life of the contract. Subsequent to initial recognition the
Group’s liability under non-financial guarantee is measured at ECL provision that takes into account the probability of another
party defaulting on its obligations as well as available collateral under the guarantee contracts and is recognised in the consolidated
income statement as part of other ECL.
Cash and cash equivalents
Cash and cash equivalents consist of cash on hand, amounts due from central banks, excluding obligatory reserves with central
banks, and amounts due from credit institutions that mature within 90 days of the date of origination, and are free from
contractual encumbrances and readily convertible to known amounts of cash. The Group also holds cash in nominal ownership
on behalf of its clients. The Group does not control this cash nor does it have the potential to produce economic benefits to the
Group, therefore asset recognition criteria is not met in such cases. Respectively, the Group does not recognise these amounts in its
consolidated statement of financial position.

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3. Summary of significant accounting policies continued
Borrowings
The Group classifies issued financial instruments or their components as liabilities, where the substance of the contractual
arrangement results in the Group having an obligation either to deliver cash or another financial asset to the holder, or to satisfy
the obligation other than by the exchange of a fixed amount of cash or another financial asset for a fixed number of own equity
instruments. Such instruments include amounts due to credit institutions and amounts due to customers (including promissory
notes issued). The Group initially recognises these liabilities at the fair value of the consideration received less directly attributable
transaction costs. After initial recognition, borrowings are subsequently measured at amortised cost, using the effective interest
rate (EIR) method. Gains and losses are recognised in the consolidated income statement when the borrowings are derecognised as
well as through the amortisation process.
Issued Additional Tier 1 instruments with perpetual maturity and discretionary interest payments are classified as financial liabilities
when the instruments are not convertible into equity and the Group does not have an unconditional right to avoid delivering cash upon
a predetermined trigger event that is beyond the control of both the issuer and the holder of the instrument. Such instruments are
measured at amortised cost with respective interest presented as part of interest expense in the consolidated income statement.
If the Group purchases its own debt, it is removed from the statement of financial position and the difference between the carrying
amount of the liability and the consideration paid is recognised in the consolidated income statement.
Subordinated debt
Subordinated debt represents long-term funds attracted by the Group on the international financial markets or domestic market.
The holders of subordinated debt would be subordinate to all other creditors to receive repayment of debt in case of the Group’s
liquidation. Subordinated debt is carried at amortised cost.
Securities lending and sale-and-repurchase transactions
Securities sold under sale and repurchase (repo) agreements are accounted for as secured financing transactions, with the securities
retained in the statement of financial position and the counterparty liability included in amounts payable under repo transactions.
The difference between the sale and repurchase prices represents interest expense and is recognised in the income statement over
the term of the repo agreement using the effective interest method. If the counterparty has the right to sell or pledge securities
subject to the agreement, the Group reclassifies them on its statement of financial position as investment securities pledged under
sale and repurchase agreements and securities lending.
Securities purchased under agreements to resell (reverse repo) are recorded as amounts receivable under reverse repo transactions.
The difference between the purchase and resale prices represents interest income and is recognised in the income statement over
the term of the repo agreement using the effective interest method.
If assets purchased under an agreement to resell are sold to third parties, the obligation to return securities is recorded as a trading
liability and measured at fair value.
Leases
The Group as a lessee
The Group’s main leasing activities include the leases of service centres, ATM spaces and warehouses. A non-cancellable lease period
is up to 20 years. Lease payments are fixed in most cases. The contacts do not generally carry extension or termination options for
the lease term and do not impose any covenants.
Recognition of right-of-use asset and lease liability
The Group recognises a right-of-use asset at the lease commencement date at an initial amount of the lease liability adjusted for
lease payments made at or before the commencement date. The right-of-use asset is subsequently depreciated using the straight-
line method over the lease term.
The lease liability is initially measured at the present value of the future lease payments excluding payments for VAT, discounted
using the Group’s incremental borrowing rate (IBR). The lease liability is subsequently measured at amortised cost using the IBR.
Recognition exemptions
The Group applies the recognition exemptions on lease contracts for which the lease term ends within 12 months as of the date
of initial application, and lease contracts for which the underlying asset is of low value. The Group recognises the lease payments
associated with these leases as an occupancy and rent expense on a straight-line basis over the lease term and presents them as
part of general and administrative expenses.
Modifications of lease contracts
If the lease contract is modified by either changing the scope of the lease, or the consideration for a lease that was not part of the
original terms and conditions of the lease, the Group determines whether the modification results in:
• a separate lease; or
• a change in the accounting for the existing lease.
For the lease modifications that are not accounted as separate leases, the Group remeasures the lease liability either by recognising
gain or loss relating to the partial or full termination of the lease or through adjusting respective right-of-use asset.

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Financial Statements
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
3. Summary of significant accounting policies continued
The Group as a lessor
At the inception of the lease, the Group classifies each of its leases as either an operating lease or a finance lease.
Finance lease
The Group classifies leases that transfer substantially all the risks and benefits incidental to ownership of the lease item to the
lessee as finance leases. All other leases are classified as operating leases. The Group recognises finance lease receivables in
the consolidated statement of financial position at a value equal to the net investment in the lease, starting from the date of
commencement of the lease term. In calculating the present value of the minimum lease payments, the Group uses the interest rate
implicit in the lease as a discount factor. Initial direct costs are included in the initial measurement of the finance lease receivables.
Lease payments received are apportioned between the finance income and the reduction of the outstanding lease receivable.
Finance income is based on a pattern reflecting a constant periodic rate of return on the net investment outstanding.
Operating lease
The Group presents assets subject to operating leases in the consolidated statement of financial position according to the nature of
the asset. Lease income from operating leases is recognised in the consolidated income statement on a straight-line basis over the
lease term as net other gains/(losses).
Impairment of financial assets
Overview of the ECL principles
The Group records an allowance for ECL for all loans and other debt financial assets not held at FVTPL, together with loan
commitments and financial guarantee contracts, in this section all referred to as ‘financial assets’.
The allowance is based on the ECL associated with a probability of default (PD) in the next 12 months unless there has been a
significant increase in credit risk since origination, in which case the allowance is based on the ECL over the life of the asset (lifetime
ECL). If the financial asset meets the definition of purchased or originated credit-impaired (POCI), the allowance is based on the
change in the lifetime ECL.
The Group applies the simplified approach for trade and other receivables and contract assets and records lifetime ECLs on them.
Staged approach to the determination of ECLs
The Group has established a policy to perform an assessment, at the end of each reporting period, of whether a financial asset’s
credit risk has increased significantly since initial recognition, by considering the change in the risk of default occurring over the
remaining life of the financial instrument. Based on the above process, the Group groups its financial instruments into Stage 1,
Stage 2, Stage 3 and POCI, as described below:
• Stage 1: The Group recognises a credit loss allowance at an amount equal to 12-month ECL. This represents the portion of
lifetime ECL from default events that are expected within 12 months of the reporting date, assuming that credit risk has not
increased significantly after initial recognition. For those financial assets with a remaining maturity of less than 12 months, a PD
is used that corresponds to the remaining maturity.
• Stage 2: The Group recognises a credit loss allowance at an amount equal to lifetime expected credit losses (LTECL) for those
financial instruments which are considered to have experienced a significant increase in credit risk since initial recognition. This
requires the computation of ECL based on lifetime probability of default (LTPD) that represents the PD occurring over the
remaining lifetime of the financial instrument. Allowance for credit losses are higher in this stage because of an increase in credit
risk and the impact of a longer time horizon being considered compared with 12 months in Stage 1. Financial instruments in Stage
2 are not yet deemed to be credit-impaired.
• Stage 3: If the financial instrument is credit-impaired, it is then moved to Stage 3. The Group recognises a loss allowance at an
amount equal to lifetime ECL, reflecting a PD of 100% for those financial instruments that are credit-impaired.
Unless POCI, newly originated assets are classified as Stage 1 and remain in that stage unless there is considered to have been a
significant increase in credit risk since initial recognition, at which point the asset is reclassified to Stage 2.
POCI assets are financial instruments that are credit-impaired on initial recognition. POCI assets are recorded at fair value at
original recognition and interest income is subsequently recognised based on a credit-adjusted EIR (CAEIR). CAEIR takes into
account all contractual terms of the financial asset and ECLs. ECLs are only recognised or released to the extent that there is a
subsequent change in the ECLs where ECLs are calculated based on lifetime ECL. Once the financial asset is recognised as POCI,
it retains this status until derecognised.
Key judgements and estimates used in ECL calculation are disclosed in note 4.

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3. Summary of significant accounting policies continued
Derecognition of financial assets and liabilities
Derecognition of financial assets
The Group derecognises a financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial
assets) where:
• the rights to receive cash flows from the asset have expired; or
• the Group has transferred its rights to receive cash flows from the asset, or retained the right to receive cash flows from
the asset, but has assumed an obligation to pay them in full without material delay to a third party under a ‘pass-through’
arrangement; and
• the Group either (a) has transferred substantially all the risks and rewards of the asset, or (b) has neither transferred nor
retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
Derecognition and modification of financial assets
The Group sometimes renegotiates or otherwise modifies the contractual cash flows of financial assets. When this happens,
the Group assesses whether or not the new terms are substantially different to the original terms, based on qualitative and
quantitative criteria. The Group derecognises a financial asset, such as a loan to a customer, when the terms and conditions have
been renegotiated to the extent that, substantially, it becomes a new loan, except in cases when renegotiation of contractual
terms happens due to financial difficulties of the borrower. Once the financial asset is derecognised, the difference is recognised as
a derecognition gain or loss, to the extent that an impairment loss has not already been recorded. The newly recognised loans are
classified as Stage 1 for ECL measurement purposes, unless the new loan is deemed to be POCI.
The Group applies derecognition of the financial asset if any of the following criteria are met:
• Change in currency of the loan.
• Change in interest rate type.
• Introduction of an equity feature.
• Change in counterparty.
If the terms are not substantially different, or the renegotiation is due to the financial difficulties of the borrower, such renegotiation
or modification does not result in derecognition, and the Group recalculates the gross carrying amount based on the revised
cash flows of the financial asset and recognises a modification gain or loss in interest income. The new gross carrying amount is
calculated by discounting the modified cash flows at the original EIR.
Forbearance and modified loans
The Group sometimes makes concessions or modifications to the original terms of the loans as a response to the borrower’s
financial difficulties, rather than taking possession or otherwise enforcing collection of collateral. The Group considers a loan
forborne when such concessions or modifications are provided as a result of the borrower’s present or expected financial difficulties
and the Group would not have agreed to them if the borrower had been financially healthy. Forbearance may involve extending
the payment arrangements and the agreement of new loan conditions. Once the terms have been renegotiated, any impairment
is measured using the original EIR as calculated before the modification of terms. Once the asset has been identified as forborne,
the assets are classified in Stage 3. The decision as to how long the asset remains in the forborne category is determined on a
case-by-case basis for commercial and SME loans, when a minimum six consecutive payments are required for the rest of the loans
to exit from the forbearance category and transfer to Stage 2. Once the loan is transferred to Stage 2, the Group continues to
reassess whether there has been a significant increase in credit risk, however, such assets remain in Stage 2 for a minimum 12-month
probation period before being transferred to Stage 1.
Derecognition of financial liabilities
The Group derecognises a financial liability when the obligation under the liability is discharged, cancelled or expires.
Where an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an
existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability
and the recognition of a new liability, and the difference in the respective carrying amounts is recognised in the consolidated
income statement.

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Financial Statements
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
3. Summary of significant accounting policies continued
Foreclosed assets
All repossessed land and buildings were previously classified as investment properties at initial recognition given these assets
were managed with a view of capital appreciation or earning a rental income. Commencing from 2022, the Group updated its
property management strategy and decided to move majority of the realisations of such properties at a quicker pace. Respectively,
all repossessed collaterals, including land and buildings, are now classified either as investment properties or foreclosed assets
depending the Group’s intention in respect of recovery of these assets.
Foreclosed assets are valued at the lower of cost and net realisable value. For some of the assets the Group has granted to a
previous owner a repurchase option with average period of 1-1.5 years. The Group is precluded from selling the repossessed asset
during the option period. The Group does not recognise the options separately in the consolidated financial statements but considers
the exercise price in measurement of not realisable value (NRV) where relevant.
The majority of the Group’s foreclosed assets consists of the real estate assets repossessed during recovery of defaulted loans.
Such assets are specific and not ordinarily interchangeable, respectively the Group applies specific identification of their individual
costs. Realisation gain/loss from the above assets are included under net other gains/(losses) in the Group’s consolidated
income statement.
Non-current assets held for sale
The Group classifies non-current assets and disposal groups as held for sale if their carrying amounts will be recovered principally
through a sale transaction rather than through continuing use. Non-current assets and disposal groups classified as held for sale are
measured at the lower of their carrying amount and fair value less costs to sell.
Assets and liabilities classified as held for sale are presented separately from other assets and liabilities in the statement of
financial position.
Taxation
The Group calculates the current income tax expense in accordance with the regulations in force in the respective territories in which
Lion Finance Group PLC and its subsidiaries operate.
Deferred tax assets and liabilities are calculated in respect of temporary differences arising between the tax bases of assets and
liabilities and their carrying values for financial reporting purposes.
The Group recognises a deferred tax asset only to the extent that it is probable that taxable profit will be available against which
the deductible temporary differences can be utilised. Deferred tax assets and liabilities are measured at tax rates that are expected
to apply to the period when the asset is realised or the liability is settled, based on tax rates that have been enacted or substantively
enacted at the reporting date.
Deferred tax liabilities are provided on temporary differences arising on investments in subsidiaries, associates and joint ventures,
except where the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary
difference will not reverse in the foreseeable future.
Georgia, Armenia and Belarus also have various operating taxes that are assessed on the Group’s activities. These taxes are included
as a component of other operating expenses.
Uncertain tax positions
The Group reassesses uncertain tax positions at the end of each reporting period. The assessment is based on the interpretation of
the tax laws that have been enacted or substantively enacted by the end of reporting period and any known court or other rulings
on such issues. Liabilities are recorded for income tax positions that are determined as more likely than not to result in additional tax
levied if the positions were to be challenged by the tax authorities. Liabilities for penalties, interest and taxes other than on income
are recognised based on the best estimate of the expenditure required to settle the obligations at the end of the reporting period.
Investment properties
The Group recognises investment property initially at cost, including transaction costs, and subsequently remeasured at fair value
reflecting market conditions at the end of the reporting period. Fair value of the Group’s investment property is determined on the
basis of various sources including reports of independent appraisers, who hold a recognised and relevant professional qualification
and who have recent experience in valuation of property of similar location and category.
Gains and losses resulting from changes in the fair value of investment property as well as earned rental income are recorded in the
income statement within net other gains/(losses).
Property and equipment
The Group records property and equipment at cost less accumulated depreciation and any accumulated impairment in value.
Depreciation of an asset commences from the date the asset is ready and available for use. Depreciation is calculated on a straight-
line basis over the following estimated useful lives:
Years
Office buildings and service centres Up to 100
Furniture and fixtures 3-20
Computers and equipment 5-10
Motor vehicles 2-7

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3. Summary of significant accounting policies continued
The assets’ residual values, useful lives and methods are reviewed, and adjusted as appropriate, at each financial year-end.
Assets under construction are stated at cost and are not depreciated until the time they are available for use and reclassified to
their respective group of property and equipment.
Leasehold improvements are depreciated over the shorter life of the related leased asset and the expected lease term.
Costs related to repairs and renewals are charged when incurred and included in other operating expenses, unless they qualify
for capitalisation.
Goodwill impairment
Goodwill is reviewed for impairment, annually, or more frequently if events or changes in circumstances indicate that the carrying
amount may be impaired.
For the purpose of impairment testing goodwill, acquired in a business combination is, from the acquisition date, allocated to
each of the Group’s cash-generating units (CGUs), or groups of CGUs, that are expected to benefit from the synergies of the
combination, irrespective of whether other assets or liabilities of the Group are assigned to those units or groups of units. Each unit
or group of units to which the goodwill is so allocated:
• represents the lowest level within the Group at which the goodwill is monitored for internal management purposes; and
• is not larger than a segment as defined in IFRS 8
Operating Segments
.
Impairment is determined by assessing the recoverable amount of the CGU (or group of CGUs), to which the goodwill relates.
Where the recoverable amount of the CGU (or group of CGUs) is less than the carrying amount, an impairment loss is recognised.
Impairment losses cannot be reversed in future periods.
Intangible assets
The Group’s intangible assets include computer software, licences, internally generated assets and other intangibles recognised on
business combinations.
Intangible assets acquired separately are initially measured at cost and subsequently carried at cost less any accumulated
amortisation and any accumulated impairment losses. The economic lives of intangible assets are assessed to be finite and
amortised over four to 15 years and assessed for impairment whenever there is an indication that the intangible asset may be
impaired. Amortisation periods and methods for intangible assets are reviewed at least at each financial year-end.
Costs associated with maintaining computer software programmes are recorded as an expense as incurred. Software development
costs (relating to the design and testing of new or substantially improved software) are recognised as intangible assets.
Provisions
The Group recognises provisions when it has a present legal or constructive obligation as a result of past events, and it is probable
that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate of the
amount of obligation can be made.
Share-based payment transactions
Employees (including senior executives) of the Group receive share-based remuneration, whereby they render services and receive
equity instruments of the Group (‘equity-settled transactions’) as consideration for the services provided.
Equity-settled transactions
The cost of equity-settled transactions with employees is measured by reference to the fair value at the date on which they are
granted. The awards of shares in monetary terms are measured by reference to the monetary value (as awarded) adjusted for the
time value of money where necessary.
The cost of equity-settled transactions is recognised together with the corresponding increase in equity as part of additional paid-
in capital, over the period in which the performance and/or service conditions are fulfilled, ending on the date when the relevant
employee is fully entitled to the award (‘the vesting date’). The subsequent holding period does not imply any employment service
provision from the share recipient side; therefore it does not affect the expense recognition period. The consolidated income
statement charge or credit for the period represents the movement in cumulative expense recognised as at the beginning and end of
that period.
Where the terms of an equity-settled award are modified, the Group recognises the minimum expense as if the terms had not been
modified. An additional expense is recognised for any modification that increases the total fair value of the share-based payment
arrangement, or is otherwise beneficial to the employee as measured at the date of the modification.
Where a new equity-settled award is designated as a replacement of a cancelled equity-settled award, the replacement of equity
instruments are accounted for as a modification.
Where the Group cancels an equity-settled award, it is treated as if it has vested on the date of cancellation, and any expense
not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award, and
designated as the replacement award on the date that it is granted, the cancelled and the new awards are treated as if they were a
modification of the original award, as described in the previous paragraph.

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Financial Statements
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
3. Summary of significant accounting policies continued
Equity
Share capital
Ordinary shares are classified as equity. External costs directly attributable to the issue of new shares, other than on a business
combination, are shown as a deduction from the proceeds in equity.
Additional paid-in capital
Any excess of the fair value of consideration received over the par value of shares issued is recognised as additional paid-in capital.
Further, the effects of share-based payments are also recognised as part of the additional paid-in capital.
Treasury shares
Where Lion Finance Group PLC or its subsidiaries purchase Lion Finance Group PLC’s shares, the consideration paid, including any
attributable transaction costs, net of income taxes, is deducted from total equity as treasury shares until they are cancelled or
reissued. Where such shares are subsequently sold or reissued, any consideration received is included in equity. Treasury shares are
stated at par value, with adjustment of premiums against additional paid-in capital.
Dividends
The Group recognises dividends as liabilities and deducts them from equity at the reporting date only if they are declared before
or on the reporting date and do not require further approval. Dividends are disclosed when they are proposed before the reporting
date or proposed or declared after the reporting date but before the consolidated financial statements are authorised for issue. All
expenses associated with dividend distribution are added to dividend amount and recorded directly through equity.
Retained earnings
As a result of the Ameriabank acquisition, retained earnings of the Group include:
• a general reserve which is a reserve required by Armenian law and is considered as a non-distributable reserve that can be used in
case of the Ameriabank’s bankruptcy; and
• a special reserve that can be used by Ameriabank as a safety buffer for capital against any fluctuations that may occur, further
increase its statutory capital, further increase its general reserve, pay dividends to the shareholders, to finance projects with
anticipated positive impact, or to finance other projects that do not conflict with Ameriabank’s strategy, with legislation and
with its charter.
Contingencies
Contingent liabilities are not recognised in the consolidated statement of financial position but are disclosed, unless the possibility
of any outflow in settlement is remote. A contingent asset is not recognised in the consolidated statement of financial position but
disclosed when an inflow of economic benefits is probable.
Income and expense recognition
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be
reliably measured. The following specific recognition criteria must also be met before revenue and expense are recognised:
Interest and similar income and expense
For all financial instruments measured at amortised cost and interest-bearing securities, interest income or expense is recorded at
the EIR.
For financial instruments in Stage 1 and Stage 2, the Group calculates interest income by applying the EIR to the gross carrying
amount. Interest income for financial assets in Stage 3 is calculated by applying the EIR to the amortised cost (i.e. the gross carrying
amount less credit loss allowance). For financial instruments classified as POCI only, interest income is calculated by applying a
credit-adjusted EIR to the amortised cost of these POCI assets. The Group presents interest revenue calculated using the EIR
method separately in the income statement.
Fee and commission income
The Group earns fee and commission income from a diverse range of services it provides to its customers. Fee and commission
income are recognised when the Group satisfies a performance obligation. Fee income can be divided into the following categories:
Fee income earned from services that are provided over a certain period of time
The Group recognises fees income for the provision of services over a period of time over that period. These fees include commission
incomes and asset management, custody, package services on bundled products and other management and advisory fees.
Loan commitment fees for loans that are likely to be drawn-down and other credit-related fees are deferred (together with any
incremental costs), and recognised as an adjustment to the EIR on the loan.

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3. Summary of significant accounting policies continued
Customer loyalty programme
Customer loyalty programme points accumulated in the business are treated as deferred revenue and recognised in revenues
gradually as they are earned. The Group recognises gross revenue earned from the customer loyalty programme when the
performance obligation is satisfied, i.e. when the customer redeems the points or the points expire, where the Group acts as
a principal. Conversely, the Group measures its revenue as the net amount retained on its account representing the difference
between the consideration allocated to the award credits and the amount payable to the third party for supplying the awards as
soon as the award credits are granted, where the Group acts as an agent.
Performance obligations satisfied at a point in time
Fees and commissions earned from providing transaction-type services such as settlement, brokerage, cash and currency conversion
operations are recognised when the service has been completed, provided such fees and commissions are not subject to refund or
another contingency beyond the control of the Group. Fees from currency conversion operations represent additional commission
(other than currency dealing revenue recognised in net foreign currency gain) charged on currency conversion service provided to
customers on cards used abroad.
Dividend income
Dividend revenue is recognised when the Group’s right to receive the payment is established.
Non-recurring items
The Group separately classifies and discloses those income and expenses that are non-recurring by nature. The Group defines non-
recurring income or expense as an income or expense triggered by, or originated from, an economic, business or financial event that
is not inherent to the regular and ordinary business course of the Group and is caused by uncertain or unpredictable external factors
that cannot be reasonably expected to occur in the future, and thus should not be taken into account when making projections of
future results.
Functional, reporting currencies and foreign currency translation
The consolidated financial statements are presented in Georgian Lari, which is the Group’s presentation currency. Lion Finance
Group PLC’s and JSC Bank of Georgia’s functional currency is Georgian Lari, while the functional currency of CJSC Ameriabank
is Armenian Dram (AMD). Each entity in the Group determines its own functional currency and items included in the financial
statements of each entity are measured using that functional currency.
Transactions in foreign currencies are initially recorded in the functional currency, converted at the rate of exchange ruling at the
date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into functional currency
at the functional currency rate of exchange ruling at the reporting date.
Gains and losses resulting from the translation of foreign currency transactions are recognised in the consolidated income
statement as gains less losses from foreign currencies – translation differences. Non-monetary items that are measured in terms of
historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions. Non-monetary
items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was
determined. When a gain or loss on a non-monetary item is recognised in other comprehensive income, any exchange component of
that gain or loss is recognised in other comprehensive income. Conversely, when a gain or loss on a non-monetary item is recognised
in the income statement, any exchange component of that gain or loss is recognised in the income statement.
Differences between the contractual exchange rate of a certain transaction and the NBG exchange rate on the date of the
transaction are included in net foreign currency gain. The official NBG exchange rates at 31 December 2024, 31 December 2023 and
31 December 2022 were:
Lari to GBP
Lari to USD
Lari to EUR
Lari to BYN
Lari to AMD
31 December 2024
3.5349
2.8068
2.9306
0.8594
0.0071
31 December 2023
3.4228
2.6894
2.9753
0.8162
0.0067
31 December 2022
3.2581
2.7020
2.8844
1.0730
0.0069
As at the reporting date, the assets and liabilities of the entities whose functional currency is different from the presentation
currency of the Group are translated into Georgian Lari at the rate of exchange ruling at the reporting date and their income
statements are translated at the average exchange rates for the year. The exchange differences arising on the translation are taken
to other comprehensive income.
Any goodwill arising on the acquisition of a foreign operation and any fair value adjustments to the carrying amounts of assets and
liabilities arising on the acquisition are treated as assets and liabilities of the foreign operations, and translated at the rate at the
reporting date.

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Financial Statements
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
3. Summary of significant accounting policies continued
Adoption of new or revised standards and interpretations
Amendments effective from 1 January 2024
Amendments to IAS 1 – Classification of Liabilities as Current or Non-current and Non-current Liabilities with Covenants
The amendments to IAS 1 specify the requirements for classifying liabilities as current or non-current. The amendments clarify:
• What is meant by a right to defer settlement.
• That a right to defer must exist at the end of the reporting period.
• That classification is unaffected by the likelihood that an entity will exercise its deferral right.
• That only if an embedded derivative in a convertible liability is itself an equity instrument would the terms of a liability not impact
its classification.
In addition, an entity is required to disclose when a liability arising from a loan agreement is classified as non-current and the entity’s
right to defer settlement is contingent on compliance with future covenants within 12 months.
The amendments had no material impact on the Group’s consolidated financial statements.
Amendments to IAS 7 and IFRS 7 – Supplier Finance Arrangements
The amendments clarify the characteristics of supplier finance arrangements and require additional disclosure of such
arrangements. The disclosure requirements in the amendments are intended to assist users of financial statements in
understanding the effects of supplier finance arrangements on an entity’s liabilities, cash flows and exposure to liquidity risk.
The amendment had no material impact on the Group’s consolidated financial statements.
Amendments to IFRS 16 – Lease Liability in a Sale and Leaseback
The amendments in IFRS 16 specify the requirements that a seller-lessee uses in measuring the lease liability arising in a sale and
leaseback transaction, to ensure the seller-lessee does not recognise any amount of the gain or loss that relates to the right of use it
retains. The amendment had no material impact on the Group’s consolidated financial statements.
Standards issued but not yet effective
The new and amended standards and interpretations that are issued, but not yet effective, up to the date of issuance of the
Group’s consolidated financial statements are disclosed below. The Group intends to adopt these new and amended standards and
interpretations, if applicable, when they become effective.
Classification and Measurement of Financial Instruments – Amendments to IFRS 9 and IFRS 7
In May 2024, the IASB issued ‘Amendments to the Classification and Measurement of Financial Instruments’ which amended IFRS 9
and IFRS 7. The amendments:
• Clarify that a financial liability is derecognised on the ‘settlement date’, i.e. when the related obligation is discharged or cancelled
or expires or the liability otherwise qualifies for derecognition. They also introduce an accounting policy option to derecognise
financial liabilities that are settled through an electronic payment system before settlement date if certain conditions are met.
• Clarify how to assess the contractual cash flow characteristics of financial assets that include environmental, social and
governance (ESG)-linked features and other similar contingent features.
• Clarify the treatment of non-recourse assets and contractually linked instruments (CLI).
• Require additional disclosures in IFRS 7 for financial assets and liabilities with contractual terms that reference a contingent
event (including those that are ESG-linked), and equity instruments classified at fair value through other comprehensive
income (FVOCI).
The requirements will be effective for annual reporting periods beginning on or after 1 January 2026, with early adoption permitted.
The Group is in the process of assessing the impact of the new amendments.
IFRS 18 Presentation and Disclosure in Financial Statements
In April 2024, the IASB issued IFRS 18, which replaces IAS 1
Presentation of Financial Statements
. IFRS 18 introduces new
requirements for presentation within the income statement, including specified totals and subtotals. Furthermore, entities are
required to classify all income and expenses within the income statement into one of five categories: operating, investing, financing,
income taxes and discontinued operations, whereof the first three are new.
It also requires disclosure of newly defined management-defined performance measures, subtotals of income and expenses, and
includes new requirements for aggregation and disaggregation of financial information based on the identified ‘roles’ of the primary
financial statements (PFS) and the notes.
In addition, narrow-scope amendments have been made to IAS 7
Statement of Cash Flows
, which include changing the starting
point for determining cash flows from operations under the indirect method, from ‘profit or loss’ to ‘operating profit or loss’ and
removing the optionality around classification of cash flows from dividends and interest. In addition, there are consequential
amendments to several other standards.
IFRS 18, and the amendments to the other standards, is effective for reporting periods beginning on or after 1 January 2027, but
earlier application is permitted and must be disclosed. IFRS 18 will apply retrospectively.

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3. Summary of significant accounting policies continued
The Group is currently working to identify all impacts the amendments will have on the primary financial statements and notes to
the financial statements.
Lack of Exchangeability – Amendments to IAS 21
IASB has published ‘Lack of Exchangeability’ (Amendments to IAS 21) that contains guidance to specify when a currency is
exchangeable and how to determine the exchange rate when it is not. The amendments are applicable for annual reporting periods
beginning on or after 1 January 2025. Earlier application is permitted.
The amendments are not expected to have a material impact on the Group’s financial statements.
4. Significant accounting judgements and estimates
Estimates involved in measurement of investment properties, assets held for sale and foreclosed assets
Fair values of investment properties, assets held for sale and net realisable values of foreclosed assets is determined by independent,
professionally qualified appraisers. Fair value is determined using a combination of the internal capitalisation method (also known as
the discounted cash flow method) and the sales comparison method.
The Group performs valuations of its investment properties, assets held for sale and foreclosed assets with a sufficient regularity
to ensure that the carrying amount does not differ materially from that which would be determined using fair value and respective
measurement principles at the end of the reporting period.
Considering the upward real estate market trend, the Group updated the valuation of its investment properties in 2024. The results
of this valuation are presented in note 15, while valuation inputs and techniques are presented in note 32. The Group’s properties
are spread across the different parts of the country. While the secondary market in Georgia provides adequate market information
for fair value measurements for small and medium sized properties, the valuation of large properties involves application of various
observable and unobservable inputs to determine adjustments to the available comparable sale prices. These estimates and
assumptions are based on the best available information, however, actual results could be different.
Allowance for financial assets
IFRS 9 requires management to make a number of judgements, assumptions and estimates based on management’s knowledge
and historical experience that affect the allowance for ECL. Judgement was exercised to determine that different criteria for
significant increase in credit risk/default/cure are appropriate to be applied for Bank of Georgia and Ameriabank considering
different credit risk profile of respective portfolios. A summary of the key judgements made by management is set out below.
Definition of default, credit-impaired and cure (note 31)
The Group’s definition of default is based on quantitative and qualitative criteria. The definition may differ across products. The
definition is consistent with the definition used for internal credit risk management purposes and it corresponds with internal
financial instrument risk classification rules. A counterparty is classified as defaulted at the latest when payments of interest,
principal or fees are overdue for more than 90 days or when bankruptcy, fraud, insolvency proceedings of enforced liquidation have
commenced, or there is other evidence that the payment obligations will not be fully met. The determination of whether a financial
instrument is credit-impaired focuses on default risk, without taking into consideration the effects of credit risk mitigations such as
collateral or guarantees.
An instrument is classified as credit-impaired if the counterparty has defaulted and/or the instrument is POCI.
Once the financial asset is classified as credit-impaired (except for POCIs) it remains as such unless all past due amounts have been
rectified or there is general evidence of credit recovery.
For Bank of Georgia a minimum period of six consecutive months’ payment is applied as exit criteria to financial assets restructured
due to credit risk other than corporate loan portfolio and debt instruments measured at FVOCI, where exit criteria are determined
as exit from bankruptcy or insolvency status, disappearance of liquidity problems or existence of other general evidence of credit
recovery assessed on individual basis.
For other credit-impaired financial instruments, exit criteria are determined as repayment of the entire overdue amount other than
through refinancing or foreclosure.
For Ameriabank a minimum period of six consecutive months’ payment or three consecutive payments and analysis based on debt
service coverage ratio (DSCR) is applied for legal entities and three consecutive payments for individuals, unless the default is due to
restructuring in which case the exit criterion is 12 consecutive payments and analysis based on DSCR.
Once a credit-impaired financial asset meets default exit criteria, in the case of Bank of Georgia it remains in Stage 2 at least for
the next 12 consecutive months, while in case of Ameriabank it remains in Stage 2 at least for the next six consecutive months or
three consecutive months and analysis based on DSCR applied after which the exposure is transferred to Stage 1 if its credit risk is
not significantly higher than at origination date.
Significant increase in credit risk (SICR)
SICR is not a defined term per IFRS 9, and is determined by management, based on their experience and judgement. In assessing
whether the credit risk has significantly increased, the Group has identified a series of qualitative and quantitative criteria based
on undertaking the holistic analysis of various factors including those which are specific to a particular financial instrument or to a
borrower as well as those applicable to particular sub-portfolios.

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Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
4. Significant accounting judgements and estimates continued
For Bank of Georgia these criteria are:
• A significant increase in credit risk, expressed in the relative and/or absolute increase in the risk of default since initial recognition.
SICR is determined based on comparison between credit risk ratings (internal or external) as of the origination date and credit
risk ratings as of the reporting date for each financial asset individually. Thresholds are determined separately for corporate,
retail, SME and other financial instrument portfolios, depending on initial grade assigned at origination. The threshold applied
depends on the original credit quality of the borrowers. Higher thresholds are set for those instruments with a low PD
at origination.
The table below summarises SICR thresholds (the actual thresholds are applied on a more granular level):
Loan portfolio type
Rating type
Initial rating
Commercial loans
Internal
2-4+
5-12
Commercial loans
Internal
5-7+
1-5
Micro and SME loans
External
A-C
5-8
Mortgage loans
External
A-C
6-8
Consumer loans
External
A-C
4-10
Gold – pawn loans
External
A-C
6-10
Micro and SME loans, Mortgage, Consumer, Gold – pawn loans
External
D-E
1-5
• Existence of forecast of adverse changes in commercial, financial or economic conditions that adversely affect the
creditworthiness of the borrower.
• Modification of the contractual terms due to financial problems of the borrower other than default.
• The days past due on counterparty level breached the threshold of 30 days.
• Other qualitative indicators, such as external market indicators of credit risk or general economic conditions, which indicate that
the level of risk has increased significantly since origination.
For Ameriabank these criteria are:
• The days past due on counterparty level breached the threshold of 30 days.
• Overdue days of the borrower in other financial institutions in Armenia.
• Difficulties in the financial conditions of the borrower.
• Renegotiation of the loan terms resulting from deterioration of the borrower’s financial position.
• Deterioration of macroeconomic indicators and their possible effect on the borrower’s financial performance; adverse change of
rating by three or more grades serves as an early warning indicator for Ameriabank to perform additional review and analysis of
the borrower’s financial position for identifying indicators of significant increase in credit risk.
The above noted SICR indicators are identified at financial instrument level in order to track changes in credit risk since initial
recognition date.
Measurement of ECLs
ECL reflects an unbiased, probability-weighted estimate based on a combination of the following principal factors: PD, loss given
default (LGD), and exposure at default (EAD), which are further explained below:
PD estimation
Bank of Georgia
JSC Bank of Georgia estimates PD based on a combination of rating model calibration results and a migration matrices approach
which is further adjusted for macroeconomic expectations for a minimum three years onwards for all portfolios, to represent
the forward-looking estimators of the PD parameters. The migration matrix is built in a way to reflect the weighted average
yearly migration over the historical data period. The risk groups are determined in a way to ensure intra-group homogeneity and
differentiation of expected PD levels. For loan portfolios other than corporate loans, PD is further adjusted considering time since
financial instrument origination. The models incorporate both qualitative and quantitative information and, where practical, build on
information from top rating agencies, Credit Bureau or internal credit rating (ICR) systems.

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4. Significant accounting judgements and estimates continued
Ameriabank
Ameriabank developed and implemented its own ICR model for individually significant large-scale Stage 1 loans, the latter consistent
of approximately 60% of total corporate loan portfolio. The model of choice is logistic regression where it models the probabilities of
a binary response variable, the so-called target indicator for an occurrence of a default event within a 12-month-long period, against
several independent variables.
Within the scope of corporate PD model development three scorecards have been constructed:
• Behavioural – which includes scoring parameters constructed based on the behavioural/transactional data from Ameriabank’s
sources.
• Financial – which includes scoring parameters constructed based on the information from individual consolidated financial
statements provided to Ameriabank.
• Qualitative – which includes scoring parameters based on the qualitative and other quantitative information accumulated or
produced within Ameriabank that reflect the credit risk of Ameriabank’s creditors.
The above-mentioned three models are linked together to obtain a final score for every creditor included in the development sample
as well as all the new creditors that will be included in the corporate portfolio of Ameriabank in the upcoming periods.
In addition, corporate clients are segregated into the following PD-based ratings:
1
Aaa1
2
Aa1-Aa3
3
A1-A3
4A
Baa1
4B
Baa2
4C
Baa3
5A
Ba1
5B
Ba2
5C
Ba3
6
B1-B3
7
CCC+-CCC
Besides this, Ameriabank also segregates the following loan portfolios:
• Corporate loans (which PDs are not calculated based on the ICR model).
• Mortgages loans.
• Consumer loans.
PDs for loans and advances to customers are based on historic information and are calculated through probability transition
matrices, based on historical information on ageing of the loan portfolios. The probabilities are calculated as the share of loans
transferring between overdue categories from the total number at the beginning of the period. Calculated PDs are further adjusted
based on forward looking information.
Since Stage 3 financial instruments are defaulted, the PD in this case is equal to 100%.
EAD estimation
The EAD represents an estimate of the exposure to credit risk at the time of a potential default occurring during the life of a
financial asset. It represents the cash flows outstanding at the time of default, considering expected repayments, interest payments
and accruals discounted at the EIR. To calculate EAD for a Stage 1 financial instrument, the Group assesses the possible default
events within 12 months for the calculation of the 12 months ECL. For Stage 2 and POCI financial instruments, the EAD is considered
for events over the lifetime of the instruments. The Group determines EAD differently for products with repayment schedules and
those without repayment schedules. For financial instruments with repayment schedules, the Group estimates forward-looking
EAD using the contractual cash flow approach with further corrections for expected prepayments and overdue days. For products
without the repayment schedules such as credit cards and credit lines, the Group estimates the forward-looking EAD using the limit
utilisation approach. Under the above approach EAD is calculated using the expected utilisation rate based on historical data of
actual draw-down amounts.

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Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
4. Significant accounting judgements and estimates continued
LGD estimation
LGD is defined as the likely loss in case of a counterparty default. It provides an estimation of the exposure that cannot be recovered
in a default event and therefore captures the severity of a loss. The determination of the LGD takes into account expected future
cash flows from collateral and other credit enhancements, or expected payouts from bankruptcy proceedings for unsecured claims,
and where applicable, time to realisation of collateral and the seniority of claims. The Group segments its financial instruments into
homogeneous portfolios, based on key characteristics that are relevant to the estimation of future cash flows. The applied data is
based on historically collected loss data and involves a wider set of transaction characteristics (e.g. product type, wider range
of collateral types). Based on this information, the Group estimates the recovery rate (other than through collateral), cure
rate and probability of re-default. Recovery through collateral is further considered in LGD calculations individually for each
financial instrument.
Assets considered in the ECL calculations
IFRS 9 requires cash flows expected from collateral and other credit enhancements to be reflected in the ECL calculation. The treatment
and reflection of collateral for IFRS 9 purposes is in line with general risk management principles, policies and processes of the Group.
Collateral, unless repossessed, is not recorded on the Group’s statement of financial position. The fair value of collateral affects the
calculation of ECLs. It is generally assessed at inception and reassessed on an annual basis for all material exposures.
Forward-looking information
Under IFRS 9, the allowance for ECLs is based on reasonable and supportable forward-looking information obtainable without
undue cost or effort, which takes into consideration past events, current conditions and forecasts of future economic conditions.
To incorporate forward-looking information into the Group’s allowance for credit losses, the Group uses the macroeconomic
forecasts provided by National Bank of Georgia for Group companies operating in Georgia, third-party (Economic Intelligence Unit)
data for companies operating in Armenia, while data used by Belarusky Narodny Bank (BNB) is provided by a non-governmental
research centre operating in Belarus. Macroeconomic variables covered by these forecasts and which the Group incorporated in its
ECL model, include: GDP growth, foreign exchange rate, inflation rate, consumer price index (CPI), volumes of export, volumes of
import, etc. (as disclosed below).
The determination of the probability-weighted ECL requires evaluating a range of diverse and relevant future economic conditions.
To accommodate this requirement, the Group uses three different economic scenarios in the ECL calculation: an upside, a base
case and a downside scenario relevant for each respective portfolio. A weight is calculated for each scenario by using a probabilistic
economic model that considers recent information as well as historical data provided by the NBG in case of JSC Bank of Georgia.
The Group considers these forecasts to represent its best estimate of the possible outcomes, based on reliable available information.
Forward-looking variable assumptions
The most significant period-end assumptions used for ECL estimate as at 31 December 2024 per geographical segments are set out
below. The scenarios ‘base case’, ‘upside’ and ‘downside’ were used for all portfolios.
Georgia
2025
2026
2027
2024
2025
2026
2023
2024
2025
Upside
25%
7.00%
6.00%
6.00%
25%
6.50%
5.50%
5.00%
25%
6.00%
5.00%
5.00%
Base case
50%
4.90%
5.80%
5.70%
50%
5.00%
4.50%
5.00%
50%
4.00%
5.50%
5.00%
Downside
25%
2.00%
3.00%
5.00%
25%
3.00%
4.00%
5.00%
25%
2.00%
4.00%
5.00%
Upside
25%
2.00%
3.00%
0.00%
25%
3.00%
2.00%
0.00%
25%
2.00%
0.00%
0.00%
Base case
50%
0.00%
0.00%
0.00%
50%
0.00%
0.00%
0.00%
50%
0.00%
0.00%
0.00%
Downside
25%
-15.00%
0.00%
5.00%
25%
-15.00%
0.00%
5.00%
25%
-15.00%
5.00%
5.00%
Upside
25%
3.00%
3.00%
3.00%
25%
3.25%
3.00%
3.00%
25%
5.00%
3.00%
3.00%
Base case
50%
2.90%
3.60%
2.70%
50%
3.60%
3.10%
3.00%
50%
5.30%
3.10%
3.00%
Downside
25%
8.00%
5.00%
3.00%
25%
5.00%
4.00%
3.00%
25%
9.00%
6.00%
3.00%

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4. Significant accounting judgements and estimates continued
Armenia
Key drivers
ECL scenario
2025
2026
Upside
20%
9.40%
9.11%
Base case
60%
4.86%
4.56%
Downside
20%
0.32%
0.02%
Upside
20%
7.26%
7.31%
Base case
60%
4.44%
4.49%
Downside
20%
1.63%
1.68%
Upside
20%
0.28%
-1.72%
Base case
60%
3.40%
1.40%
Downside
20%
6.52%
4.52%
Belarus
2025
2026
2024
2025
2023
2024
Upside
25%
4.75%
4.62%
25%
3.77%
3.13%
10%
2.66%
4.26%
Base case
50%
2.64%
1.90%
50%
1.95%
0.49%
50%
0.31%
0.50%
Downside
25%
0.53%
-0.83%
25%
0.14%
-2.15%
40%
-2.05%
-3.26%
Upside
25%
-0.24%
-0.08%
25%
0.66%
0.62%
10%
0.71%
0.65%
Base case
50%
0.82%
1.64%
50%
1.00%
1.23%
50%
2.53%
1.65%
Downside
25%
1.73%
2.98%
25%
1.31%
1.77%
40%
4.09%
2.41%
Upside
25%
-0.38%
-0.45%
25%
-0.09%
-0.52%
10%
0.38%
-0.58%
Base case
50%
1.61%
1.91%
50%
1.94%
1.82%
50%
2.20%
1.66%
Downside
25%
3.50%
4.12%
25%
3.86%
4.01%
40%
3.93%
3.76%
All other parameters held constant, increase in GDP growth and decrease in foreign exchange rate and inflation would result in
decrease in ECL, with opposite changes resulting in ECL increase. GDP growth input has the most significant impact on ECL,
followed by foreign exchange rate and inflation. Retail portfolio ECL is less affected by foreign exchange rate inputs due to larger
share of GEL-denominated exposures. However, retail portfolio ECL is affected by inflation, which does not have a significant
impact on corporate ECL.
The table below shows the sensitivity of the recognised ECL amounts to the forward-looking assumptions used in the model. For
these purposes, 100% weight is assigned to each macroeconomic scenario separately and respective ECL is recalculated.
Sensitivity of ECL to forward looking assumptions:
Upside
Base case
Downside
Commercial loans
157,734
1.30%
1.15%
1.29%
1.39%
Residential mortgage loans
14,625
0.20%
0.18%
0.20%
0.21%
Micro and SME loans
99,004
1.56%
1.46%
1.55%
1.68%
Consumer loans
157,935
2.14%
2.01%
2.11%
2.32%
Gold – pawn loans
1,014
0.66%
0.66%
0.66%
0.66%
Upside
Base case
Downside
Commercial loans
100,358
1.44%
1.37%
1.40%
1.44%
Residential mortgage loans
22,750
0.50%
0.49%
0.50%
0.51%
Micro and SME loans
71,661
1.76%
1.74%
1.76%
1.78%
Consumer loans
131,633
2.80%
2.75%
2.79%
2.86%
Gold – pawn loans
1,390
0.93%
0.92%
0.92%
0.93%

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Financial Statements
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
4. Significant accounting judgements and estimates continued
Upside
Base case
Downside
Commercial loans
91,367
1.72%
1.58%
1.70%
1.81%
Residential mortgage loans
30,055
0.72%
0.71%
0.71%
0.73%
Micro and SME loans
63,490
1.66%
1.61%
1.65%
1.70%
Consumer loans
135,450
3.76%
3.70%
3.74%
3.84%
Gold – pawn loans
5,441
3.31%
3.30%
3.30%
3.31%
Aggregation of financial instruments for collective assessment
For the purpose of a collective evaluation of impairment, financial instruments are grouped within homogeneous pools as follows:
corporate loan portfolio is grouped on the basis of loan repayment source type; and retail loan portfolio is grouped on the basis of
credit risk characteristics such as an asset type, collateralisation level, repayment source type and other relevant factors. As for SME
and micro loan portfolios, financial instruments are grouped based on asset type, overdue buckets, collateralisation level and other
relevant factors.
Determination of expected life for revolving facilities
For revolving products, the expected life of financial instruments is determined either with reference to the next renewal date or with
reference to the behavioural expected life of the financial instrument estimated based on the empirical observation of the lifetime.
Write-offs
The Group writes off financial assets when there is no reasonable expectation of recovery. The need for write-off of corporate loans
is assessed individually. In the case of Bank of Georgia, for mortgages and other loans secured by real estate, the number of overdue
days after which the balances are considered to be irrecoverable and are to be written off is 1,460 days, while other non-secured
portfolio is written-off after 150 days overdue. In case of Ameriabank, for collectively assessed loans the number of overdue days
after which the balances are considered to be irrecoverable is 270 days overdue.
If the amount to be written off is greater than the accumulated loan loss allowance, the difference is first treated as an ECL
expense. Any subsequent recoveries are credited to ECL expense.
Backtesting of ECL calculation model
In order to monitor the quality and reliability of the Group’s ECL calculation model, the Group periodically performs backtesting
and benchmarking procedures, whereby model outcomes are compared with actual results, based on internal experience as well
as externally observed results. For PD, the Group uses statistical modelling to derive a predicted distribution of the number of
defaults. The observed number of defaults is then compared with this distribution, allowing the Group to derive a statistical level
of confidence in the model. For LGD, the backtesting compares observed losses with predicted LGDs. If any statistically significant
deviations or shortcomings in parameterisations are observed, the relevant models are redefined and recalibrated. Any changes in
the model as a result of backtesting procedures are accounted as changes in accounting estimates with prospective application.
Impact of climate-related risks on accounting judgements and estimates
Climate, and the impact of climate on the Group’s balance sheet is considered as an area of accounting estimate and judgement
through the uncertainty of future events and the impact of that uncertainty on the Group’s assets and liabilities. While the
effects of climate change are a source of uncertainty, as at 31 December 2024 management does not consider climate to have
a quantitatively material impact on its financial statements. The Group has assessed the impact of climate risk on its financial
statements as disclosed below.
The estimated areas of impact, limited to a qualitative assessment, were ECL and the impact on lending portfolios including
physical risk on the mortgage lending portfolio and forward-looking cash flows that impact the recoverability of certain assets.
Transition risk is managed through reviews of clients by the Group’s Risk function which includes ongoing process of identifying
clients susceptible to climate transition risks.
The Group Climate Risk team have performed a top-down qualitative assessment of the impact of climate risk on the IFRS 9 ECL
provision. This assessment has mostly been focused across corporate and mortgage portfolios. The portfolios identified as most
susceptible to climate risks were identified as mining and quarrying, heavy metals and construction, concentration of which is not
significant for overall Group’s loan exposure. The assessment of the portfolios is undertaken by considering the maturity profile of
the exposures which is relatively shorter term compared to long-term climate impact. The above assessment did not result in any
material effect on the Group’s consolidated financial statements.

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4. Significant accounting judgements and estimates continued
While some indicators that are more influenced by climate change are factored into the current PD models where they have
demonstrated statistical relevance, the Group currently does not use a specific climate risk related scenario in addition to the
existing economic scenarios applied to derive the weighted-average ECL. The reason for this is lack of sufficient historical data and
limitations in the risk assessments. Where climate factors have impacted the economy in the recent past or present, these impacts
are implicitly embedded in the Group’s IFRS 9 ECL models through the projected macroeconomic indicators (e.g. inflation rates) and
individual analysis of corporate loan related cash flows.
It should also be noted that the Group is currently working on a corporate plan in respect of its response to climate risks, with the
commitment to transition away or limit certain high-carbon sector financing while introducing more green finance products.
Based on the best information available at the time these consolidated annual financial statements were prepared, the Group sees
no additional climate change risk having a substantial impact on its equity, financial situation and results in 2025. However, as the
matter is constantly changing, the Group is working on developing methodologies to better measure potential loan loss in line with
the new management needs, best practice and regulators’ requirements.
5. Segment information
Management reviews the Group’s internal reporting in order to assess performance and to allocate resources. Following the
acquisition of Ameriabank the Group reconsidered the segmentation by aggregating segments under respective business directions
considering geography, business nature and other economic characteristics. Further, the Group separated Corporate Center as
a segment under the Georgian Financial Service Business Division. The Group reassessed the presentation of net interest income
and net fee and commission income, deciding to disaggregate these items and separately present intersegment interest income/
expenses. The comparative figures have been restated accordingly to reflect this change.
For management purposes, the Group is organised into the following Business Divisions and respective operating segments:
Georgian Financial Services business division:
RB –
Retail Banking – principally provides consumer loans, mortgage loans, overdrafts, credit cards and other credit
facilities, funds transfers and settlement services, and handling of customers’ deposits for both individuals
and legal entities. The Retail Banking business targets the mass retail, mass affluent and high-net-worth
client segments.
SME –
SME Banking – principally provides SME loans, micro loans, consumer and mortgage loans, funds transfers and
settlement services, and handling of customers’ deposits for legal entities. The SME Banking business targets small
and medium-sized enterprises and micro businesses.
CIB –
Corporate and Investment Banking – comprises Corporate Banking and Investment Management operations in
Georgia. Corporate Banking principally provides loans and other credit facilities, funds transfers and settlement
services, trade finance services, documentary operations support and handles saving and term deposits for
corporate and institutional customers. The Investment Management business principally provides brokerage
services through Galt & Taggart.
CC –
Corporate Center – comprises mainly treasury and custody operations.
Armenian Financial Services business division:
Ameriabank – Comprises operations in the Group’s Armenian subsidiary.
Other Businesses:
Other – Mainly comprising JSC Belarusky Narodny Bank, principally providing retail and corporate banking services in
Belarus and intersegment eliminations.
Management monitors the operating results of its segments separately for the purpose of making decisions about resource
allocation and performance assessment. Segment performance, as explained in the table below, is measured in the same manner as
profit or loss in the consolidated income statement.
Transactions between operating segments are on an arm’s length basis in a similar manner to transactions with third parties.
No revenue from transactions with a single external customer or counterparty amounted to 10% or more of the Group’s operating
income in 2024, 2023 or 2022.

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Financial Statements
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
5. Segment information continued
The following table presents the income statement and certain asset and liability information regarding the Group’s operating
segments as at and for the year ended 31 December 2024:
Center
Eliminations
GFS Total
Interest income
1,525,591
554,087
930,868
255,266
(4,370)
3,261,442
794,616
83,842
4,139,900
Interest expense
(614,491)
(130,780)
(478,147)
(244,543)
4,370
(1,463,591)
(287,585)
(27,877)
(1,779,053)
income/(expense)
46,352
(149,307)
98,775
4,180
–
–
–
–
–
Net interest income
957,452
274,000
551,496
14,903
–
1,797,851
507,031
55,965
2,360,847
Fee and commission income
595,476
59,915
91,851
8,830
(830)
755,242
133,108
49,427
937,777
Settlements operations
541,176
43,665
14,532
5,104
(63)
604,414
85,693
42,637
732,744
operations
47,387
1,722
3,185
–
–
52,294
–
1
52,295
of credit
406
8,437
45,502
–
–
54,345
10,227
704
65,276
Advisory
–
–
9,579
–
–
9,579
20,176
–
29,755
Cash operations
3,199
5,857
4,446
584
(759)
13,327
10,320
5,637
29,284
Brokerage service fees
3
224
14,830
–
–
15,057
5,003
–
20,060
Other
Fee and commission
3,305
10
(223)
3,142
(8)
6,226
1,689
448
8,363
expense
(252,246)
(16,383)
(17,409)
(4,434)
844
(289,628)
(43,186)
(43,301)
(376,115)
Settlements operations
(222,780)
(14,327)
(5,051)
–
824
(241,334)
(40,547)
(35,925)
(317,806)
operations
(8,694)
(320)
(585)
–
–
(9,599)
–
(2,329)
(11,928)
of credit
(5)
(11)
(217)
–
–
(233)
(56)
(5)
(294)
Advisory
–
–
(186)
–
–
(186)
–
–
(186)
Cash operations
(7,733)
(1,326)
(5,996)
(3,999)
13
(19,041)
(884)
(5,039)
(24,964)
Brokerage service fees
(864)
(399)
(4,375)
(435)
–
(6,073)
(936)
(8)
(7,017)
Other
Net fee and commission
(12,170)
–
(999)
–
7
(13,162)
(763)
5
(13,920)
income
343,230
43,532
74,442
4,396
14
465,614
89,922
6,126
561,662
Net foreign currency gain
177,347
44,241
108,447
56,762
–
386,797
128,032
56,970
571,799
Net gains/(losses) on
extinguishment of debt
–
2
8
–
–
10
–
2
12
Net other gains/(losses)
27,616
7,145
15,047
4,692
(1,082)
53,418
3,927
10,963
68,308
Operating income
1,505,645
368,920
749,440
80,753
(1,068)
2,703,690
728,912
130,026
3,562,628
Operating expenses
(510,892)
(107,104)
(132,433)
(26,096)
1,068
(775,457)
(362,502)
(84,945)
(1,222,904)
Gain on bargain purchase
–
–
–
–
–
–
685,888
–
685,888
Acquisition-related costs
–
–
–
–
–
–
(13,715)
–
(13,715)
Profit from associates
–
–
–
1,347
–
1,347
–
–
1,347
Operating income before
cost of risk
994,753
261,816
617,007
56,004
–
1,929,580
1,038,583
45,081
3,013,244
Cost of risk
(44,468)
(16,782)
(35,377)
(1,472)
–
(98,099)
(63,182)
(3,972)
(165,253)
before non-recurring items
950,285
245,034
581,630
54,532
–
1,831,481
975,401
41,109
2
,847,99 1
Net non-recurring items
–
–
–
–
–
–
–
–
–
Profit before income tax
950,285
245,034
581,630
54,532
–
1,831,481
975,401
41,109
2,847,991
Income tax (expense)/benefit
(161,303)
(42,429)
(98,160)
26,335
–
(275,557)
(73,072)
(14,167)
(362,796)
Profit for the year
788,982
202,605
483,470
80,867
–
1,555,924
902,329
26,942
2,485,195
Total assets
16,200,289
5,771,994
11,077,297
4,333,737
(69,040)
37,314,277
13,370,712
1,522,899
52,207,888
Total liabilities
13,988,963
4,955,018
9,122,546
4,324,960
(69,040)
32,322,447
11,602,275
1,267,939
45,192,661
Property and equipment
91,298
8,191
3,285
62
–
102,836
11,491
3,778
118,105
Intangible assets
46,916
7,929
2,736
250
–
57,831
37,179
12,593
107,603
Capital expenditure
138,214
16,120
6,021
312
–
160,667
48,670
16,371
225,708
and impairment
(103,159)
(13,198)
(5,407)
(219)
–
(121,983)
(40,818)
(10,336)
(173,137)

Strategic Report
Governance Financial Statements Additional Information
227
Annual Report 2024 Lion Finance Group PLC
5. Segment information continued
The following table presents the income statement and certain asset and liability information regarding the Group’s operating
segments as at and for the year ended 31 December 2023:
Center
Eliminations
GFS Total
Interest income
1,245,545
505,719
747,237
187,011
(8,150)
2,677,362
–
70,899
2,748,261
Interest expense
(460,126)
(109,876)
(395,701)
(159,306)
8,150
(1,116,859)
–
(15,956)
(1,132,815)
(expense)/income
(8,823)
(126,741)
135,075
489
–
–
–
–
–
Net interest income
776,596
269,102
486,611
28,194
–
1,560,503
–
54,943
1,615,446
Fee and commission income
511,115
51,080
96,154
8,041
(5,203)
661,187
–
46,578
707,765
Settlements operations
449,760
34,659
12,316
5,394
(1,841)
500,288
–
39,249
539,537
operations
45,252
1,690
2,421
–
–
49,363
–
7
49,370
of credit
221
8,308
36,240
–
–
44,769
–
554
45,323
Advisory
–
–
33,089
–
–
33,089
–
–
33,089
Cash operations
11,094
5,918
3,665
1,016
(3,308)
18,385
–
6,405
24,790
Brokerage service fees
–
405
8,389
–
(35)
8,759
–
–
8,759
Other
Fee and commission
4,788
100
34
1,631
(19)
6,534
–
363
6,897
expense
(208,570)
(17,566)
(9,827)
(2,338)
5,459
(232,842)
–
(40,441)
(273,283)
Settlements operations
(185,163)
(15,797)
(455)
–
5,390
(196,025)
–
(33,226)
(229,251)
operations
(7,851)
(302)
(424)
–
–
(8,577)
–
(1,569)
(10,146)
of credit
(2)
(15)
(212)
–
–
(229)
–
(10)
(239)
Advisory
–
–
(301)
–
–
(301)
–
–
(301)
Cash operations
(7,673)
(1,035)
(4,309)
(1,744)
14
(14,747)
–
(5,568)
(20,315)
Brokerage service fees
(823)
(416)
(3,687)
(595)
–
(5,521)
–
(66)
(5,587)
Other
Net fee and commission
(7,058)
(1)
(439)
1
55
(7,442)
–
(2)
(7,444)
income
302,545
33,514
86,327
5,703
256
428,345
–
6,137
434,482
Net foreign currency gain
153,229
37,263
90,750
41,894
–
323,136
–
42,575
365,711
Net gains/(losses) on
extinguishment of debt
1
81
261
–
–
343
–
221
564
Other income from
settlement of legacy claim
–
–
–
22,585
–
22,585
–
–
22,585
Net other gains/(losses)
12,160
3,127
84,779
12,487
(1,026)
111,527
–
2,644
114,171
Operating income
1,244,531
343,087
748,728
110,863
(770)
2,446,439
–
106,520
2,552,959
Operating expenses
(442,030)
(96,949)
(118,455)
(17,956)
770
(674,620)
–
(79,433)
(754,053)
Profit from associates
–
–
–
984
–
984
–
472
1,456
Operating income before
cost of risk
802,501
246,138
630,273
93,891
–
1,772,803
–
27,559
1,800,362
Cost of risk
(83,498)
(33,035)
(29,869)
247
–
(146,155)
–
2,091
(144,064)
before non-recurring items
719,003
213,103
600,404
94,138
–
1,626,648
–
29,650
1,656,298
Net non-recurring items
–
–
–
–
–
–
–
–
–
Profit before income tax
719,003
213,103
600,404
94,138
–
1,626,648
–
29,650
1,656,298
Income tax (expense)/benefit
(125,461)
(37,676)
(97,705)
10,346
–
(250,496)
–
(8,475)
(258,971)
Profit for the year
593,542
175,427
502,699
104,484
–
1,376,152
–
21,175
1,397,327
Total assets
13,722,966
5,224,582
8,503,677
3,226,674
(191,173)
30,486,726
–
1,270,832
31,757,558
Total liabilities
11,975,032
4,541,098
6,997,562
2,351,171
(191,173)
25,673,690
–
1,064,032
26,737,722
Property and equipment
81,095
8,497
2,801
–
–
92,393
–
5,742
98,135
Intangible assets
36,675
6,261
2,473
–
–
45,409
–
11,159
56,568
Capital expenditure
117,770
14,758
5,274
–
–
137,802
–
16,901
154,703
and impairment
(96,560)
(12,411)
(5,308)
–
–
(114,279)
–
(10,444)
(124,723)

228
Annual Report 2024 Lion Finance Group PLC
Financial Statements
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
5. Segment information continued
The following table presents the income statement and certain asset and liability information regarding the Group’s operating
segments as at and for the year ended 31 December 2022:
Center
Eliminations
GFS Total
Interest income
1,066,968
405,895
536,612
178,157
(1,672)
2,185,960
–
70,921
2,256,881
Interest expense
(422,442)
(127,907)
(293,682)
(200,556)
1,672
(1,042,915)
–
(31,631)
(1,074,546)
(expense)/income
(77,983)
(75,845)
152,234
1,594
–
–
–
–
Net interest income
566,543
202,143
395,164
(20,805)
–
1,143,045
–
39,290
1,182,335
Fee and commission income
412,502
42,006
59,349
8,379
(587)
521,649
–
37,816
559,465
Settlements operations
367,474
29,139
12,631
2,683
(123)
411,804
–
34,288
446,092
operations
30,413
1,241
2,891
–
–
34,545
–
1
34,546
of credit
2
5,901
28,585
–
–
34,488
–
795
35,283
Advisory
–
–
4,241
–
–
4,241
–
–
4,241
Cash operations
12,706
5,642
3,001
4,563
–
25,912
–
984
26,896
Brokerage service fees
–
49
7,639
–
(12)
7,676
–
–
7,676
Other
Fee and commission
1,907
34
361
1,133
(452)
2,983
–
1,748
4,731
expense
(186,776)
(13,868)
(7,412)
(7,324)
748
(214,632)
–
(27,342)
(241,974)
Settlements operations
(169,641)
(11,526)
(572)
–
273
(181,466)
–
(15,623)
(197,089)
operations
(4,538)
(159)
(367)
–
–
(5,064)
–
(1,339)
(6,403)
of credit
(1)
(6)
(109)
–
–
(116)
–
(207)
(323)
Advisory
–
–
(593)
–
277
(316)
–
–
(316)
Cash operations
(6,736)
(1,897)
(1,795)
(6,622)
11
(17,039)
–
(10,172)
(27,211)
Brokerage service fees
(653)
(281)
(3,629)
(702)
188
(5,077)
–
(2)
(5,079)
Other
Net fee and commission
(5,207)
1
(347)
–
(1)
(5,554)
–
1
(5,553)
income
225,726
28,138
51,937
1,055
161
307,017
–
10,474
317,491
(loss)
160,892
34,582
108,237
96,932
–
400,643
–
65,451
466,094
Net gains/(losses) on
extinguishment of debt
(60)
(2,873)
(5,467)
(13)
–
(8,413)
–
(304)
(8,717)
Other income from
settlement of legacy claim
–
–
–
391,100
–
391,100
–
–
391,100
Net other gains/(losses)
12,183
1,880
17,806
7,985
(760)
39,094
–
5,715
44,809
Operating income
965,284
263,870
567,677
476,254
(599)
2,272,486
–
120,626
2,393,112
Operating expenses
(362,415)
(90,863)
(101,176)
(16,041)
599
(569,896)
–
(71,290)
(641,186)
Profit/(loss) from associates
–
–
–
819
–
819
–
(65)
754
Operating income before
cost of risk
602,869
173,007
466,501
461,032
–
1,703,409
–
49,271
1,752,680
Cost of risk
(162,918)
(8,900)
33,423
(1,149)
–
(139,544)
–
20,476
(119,068)
before non-recurring items
439,951
164,107
499,924
459,883
–
1,563,865
–
69,747
1,633,612
Net non-recurring items
1,240
–
–
–
–
1,240
–
(202)
1,038
Profit before income tax
441,191
164,107
499,924
459,883
–
1,565,105
–
69,545
1,634,650
Income tax (expense)/benefit
(82,969)
(29,252)
(82,146)
11,401
–
(182,966)
–
(7,685)
(190,651)
Profit for the year
358,222
134,855
417,778
471,284
–
1,382,139
–
61,860
1,443,999
Total assets
12,538,231
4,755,577
7,410,632
2,951,704
(54,196)
27,601,948
–
1,299,952
28,901,900
Total liabilities
10,937,110
4,132,576
6,180,852
2,321,003
(54,196)
23,517,345
–
1,135,733
24,653,078
Property and equipment
66,112
6,963
2,534
–
–
75,609
–
2,388
77,997
Intangible assets
25,268
5,706
2,169
–
–
33,143
–
7,527
40,670
Capital expenditure
91,380
12,669
4,703
–
–
108,752
–
9,915
118,667
and impairment
(83,193)
(13,316)
(5,218)
–
–
(101,727)
–
(9,362)
(111,089)

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Governance Financial Statements Additional Information
229
Annual Report 2024 Lion Finance Group PLC
6. Cash and cash equivalents
2024
2023
2022
Cash on hand
1,360,608
1,024,048
1,052,055
Current accounts with credit institutions
1,222,334
652,244
965,046
Current accounts with central banks, excluding obligatory reserves
874,615
713,212
805,503
Time deposits with credit institutions with maturities of up to 90 days
295,874
712,786
762,590
Cash and cash equivalents, gross
3,753,431
3,102,290
3,585,194
Less – Allowance for expected credit loss
(248)
(466)
(351)
Cash and cash equivalents, net
3,753,183
3,101,824
3,584,843
As at 31 December 2024, GEL 1,221,114 (2023: GEL 975,099, 2022: GEL 1,453,844) was placed on current and time deposit accounts
with internationally recognised OECD banks and central banks that are the counterparties of the Group in performing international
settlements. The Group earned between 0.00-4.60% interest per annum on these deposits (2023: up to 10.35%, 2022: up to 11.10%).
Management does not expect any losses from non-performance by the counterparties holding cash and cash equivalents, and there
are no material differences between their book and fair values.
As at 31 December 2024, cash and cash equivalents held by Lion Finance Group of GEL 12,510 (2023: GEL 50,970, 2022: GEL 10,850)
is represented by placements on current accounts with Georgian and OECD banks.
7. Amounts due from credit institutions
2024
2023
2022
Obligatory reserves with central banks
3,044,526
1,746,288
2,354,470
Receivables from reverse repo operations
217,146
–
–
Restricted cash
17,132
7,263
68,155
Time deposits with maturities of more than 90 days
1,322
–
15,721
Amounts due from credit institutions, gross
3,280,126
1,753,551
2,438,346
Less – Allowance for expected credit loss
(1,661)
(894)
(5,318)
Amounts due from credit institutions, net
3,278,465
1,752,657
2,433,028
Obligatory reserves with central banks represent amounts deposited with the NBG, the CBA and the National Bank of the Republic
of Belarus (the ‘NBRB’). Credit institutions are required to maintain cash deposits (obligatory reserve) with the NBG, the CBA and
the NBRB, the amount of which depends on the level of funds attracted by the credit institution. The Group’s ability to withdraw
these deposits is restricted by regulation. The Group earned up to 4.00% interest on obligatory reserves with the NBG, the CBA and
the NBRB for the year ended 31 December 2024 (2023: 0.00%, 2022: 0.00%).
Restricted cash includes amounts placed with payment systems which serve as guarantee funds for card transaction settlements
and are subject to withdrawal restrictions.
8. Investment securities and investment securities pledged under sale and repurchase agreements and securities lending
Investment securities
2024
2023
2022
Investment securities measured at FVOCI – debt instruments [1]
5,993,853
4,424,160
3,960,299
Investment securities measured at FVTPL – debt instruments [2]
184,788
435
–
Investment securities designated at FVOCI – equity investments
26,948
8,004
10,893
Investment securities measured at FVTPL – equity instruments
16,740
6,852
–
Investment securities measured at fair value
6,222,329
4,439,451
3,971,192
2024
2023
2022
Investment securities measured at amortised cost [3]
2,748,054
691,119
381,735
Less – Allowance for expected credit losses
(1,662)
(813)
(3,198)
Investment securities measured at amortised cost, net
2,746,392
690,306
378,537

230
Annual Report 2024 Lion Finance Group PLC
Financial Statements
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
8. Investment securities and investment securities pledged under sale and repurchase agreements and
securities lending continued
[1] Investment securities measured at FVOCI – debt instruments comprise:
2024
2023
2022
Ministry of Finance of Georgia treasury bonds
3,336,867
1,891,684
1,350,555
Ministry of Finance of Georgia treasury bills
106,139
155,955
176,483
US treasury bills
1,283,392
1,621,219
1,062,095
US treasury bonds
310,718
–
–
Foreign treasury bills
61,354
24,067
–
Foreign treasury bonds
–
54,151
92,817
Government securities of the Republic of Armenia
73,223
–
–
Certificates of deposit of central banks
27,630
10,855
17,675
Other debt instruments [1.1]
794,530
666,229
1,260,674
Investment securities measured at FVOCI – debt instruments
5,993,853
4,424,160
3,960,299
[1.1] Other debt instruments measured at FVOCI comprise:
2024
2023
2022
European Bank for Reconstruction and Development
316,680
326,916
531,351
International Finance Corporation
116,089
203,617
56,523
Asian Development Bank
110,989
30,594
107,835
World Bank
85,363
–
–
The Netherlands Development Finance Company
–
–
131,126
Black Sea Trade and Development Bank
–
–
200,913
Other debt instruments
165,409
105,102
232,926
Investment securities measured at FVOCI – Other debt instruments
794,530
666,229
1,260,674
[2] Investment securities measured at FVTPL – debt instruments comprise:
2024
2023
2022
Government securities of the Republic of Armenia
114,594
–
–
Other debt instruments
70,194
435
–
Investment securities measured at FVTPL – debt instruments
184,788
435
–
[3] Investment securities measured at amortised cost – debt instruments comprise:
2024
2023
2022
Ministry of Finance of Georgia treasury bonds
65,557
77,367
119,918
US treasury bonds
515,240
–
–
Government securities of the Republic of Armenia
553,100
–
–
Other debt instruments [3.1]
1,614,157
613,752
261,817
Investment securities measured at amortised cost – debt instruments, gross
2,748,054
691,119
381,735
Less – Allowance for expected credit losses
(1,662)
(813)
(3,198)
Investment securities measured at amortised cost – debt instruments, net
2,746,392
690,306
378,537
[3.1] Other debt instruments measured at amortised cost comprise:
2024 2023 2022
European Bank for Reconstruction and Development 1,011,633 – –
Asian Development Bank 318,713 287,326 –
Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden N.V. 100,267 100,297 100,341
Tegeta Motors LLC 43,022 40,647 –
Other debt instruments 140,522 185,482 161,476
Investment securities measured at amortised cost – Other debt instruments, gross 1,614,157 613,752 261,817

Strategic Report
Governance Financial Statements Additional Information
231
Annual Report 2024 Lion Finance Group PLC
8. Investment securities and investment securities pledged under sale and repurchase agreements and
securities lending continued
Investment securities pledged were as follows:
Investment securities pledged for short-term loans from central banks
2024
2023
2022
Georgian Ministry of Finance treasury bonds
1,336,096
1,375,687
709,597
Other debt instruments
541,939
127,685
121,592
Total
1,878,035
1,503,372
831,189
Measured at FVOCI
1,336,096
1,375,687
831,189
Measured at amortised cost
541,939
127,685
–
Investment securities pledged for Georgian Ministry of Finance
2024
2023
2022
Georgian Ministry of Finance treasury bonds
300,256
–
–
Other debt instruments
543,513
–
326,368
Total
843,769
–
326,368
Measured at FVOCI
300,256
–
326,368
Measured at amortised cost
543,513
–
–
For repo operations with commercial banks
2024
2023
2022
Georgian Ministry of Finance treasury bonds
–
–
380,065
Total
–
–
380,065
Measured at FVOCI
–
–
380,065
Measured at amortised cost
–
–
–
For the period ended 31 December 2024 net gains on derecognition of investment securities comprised GEL 4,541 (2023: GEL 12,520,
2022: GEL 7,921) which is included in net other gains/(losses).
As at 31 December 2024, allowance for ECL on investment securities measured at FVOCI comprised GEL 11,275 (2023: GEL 7,684,
2022: GEL 7,086).
2024
2023
2022
lending measured at FVOCI – debt instruments [4]
186,670
–
–
lending measured at FVTPL – debt instruments [5]
27,205
–
–
lending measured at fair value
213,875
–
–
2024
2023
2022
lending measured at amortised cost [6]
270,199
–
–
Less – Allowance for expected credit losses
(408)
–
–
lending measured at amortised cost – debt instruments, net
269,791
–
–
[4] Investment securities pledged under sale and repurchase agreements and securities lending measured at FVOCI – debt
instruments comprise:
2024
2023
2022
US treasury bills
138,945
–
–
Government securities of the Republic of Armenia
47,725
–
–
lending measured at FVOCI – debt instruments
186,670
–
–

232
Annual Report 2024 Lion Finance Group PLC
Financial Statements
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
8. Investment securities and investment securities pledged under sale and repurchase agreements
and securities lending continued
[5] Investment securities pledged under sale and repurchase agreements and securities lending measured at FVTPL – debt
instruments comprise:
2024
2023
2022
Government securities of the Republic of Armenia
27,205
–
–
lending measured at FVTPL – debt instruments
27,205
–
–
[6] Investment securities pledged under sale and repurchase agreements and securities lending measured at amortised cost – debt
instruments comprise:
2024
2023
2022
Government securities of the Republic of Armenia
270,199
–
–
lending measured at amortised cost – debt instruments, gross
270,199
–
–
Less – Allowance for expected credit losses
(408)
–
–
lending measured at amortised cost – debt instruments, net
269,791
–
–
9. Loans to customers, factoring and finance lease receivables
2024
2023
2022
Commercial loans
12,112,671
6,965,986
5,302,011
Residential mortgage loans
7,497,628
4,557,525
4,193,204
Consumer loans
7,388,490
4,699,969
3,602,054
Micro and SME loans
6,347,982
4,073,022
3,820,513
Gold – pawn loans
154,242
150,228
164,554
Loans to customers at amortised cost, gross
33,501,013
20,446,730
17,082,336
Less – Allowance for expected credit loss
(430,312)
(327,792)
(325,803)
Loans to customers at amortised cost, net
33,070,701
20,118,938
16,756,533
Finance lease receivables, gross
428,222
70,091
90,742
Less – Allowance for expected credit loss
(10,485)
(11,208)
(8,698)
Finance lease receivables, net
417,737
58,883
82,044
Factoring receivables, gross
70,458
55,027
23,411
Less – Allowance for expected credit loss
(22)
(127)
(282)
Factoring receivables, net
70,436
54,900
23,129
Total loans to customers, factoring and finance lease receivables
33,558,874
20,232,721
16,861,706
As at 31 December 2024, loans to customers carried at GEL 1,044,929 (2023: GEL 954,695, 2022: GEL 1,092,475) were pledged for
short-term loans from the NBG.
Expected credit loss
Movements of the gross loans and respective allowance for ECL/impairment of loans to customers by class are provided in the table
below, within which the new financial asset originated or purchased and the assets repaid during the year include the effects from
revolving loans and increase of exposure to clients, where existing loans have been repaid with new contracts issued during the year.
All new financial assets are originated either in Stage 1 or POCI category. Utilisation of additional tranches on existing financial
assets are reflected in Stage 2 or Stage 3 if the credit risk of the borrower has deteriorated since initiation. Currency translation
differences relate to loans issued by the subsidiaries of the Group whose functional currency is different from the presentation
currency of the Group, while foreign exchange movement relates to foreign currency denominated loans issued by the Group. Net
other changes in gross loan balances includes the effects of changes in accrued interest. Net other measurement of ECL includes
the effect of changes in ECL due to post-model adjustments, changes in PDs and other inputs, as well as the effect from ECL
attributable to changes in accrued interest.

Strategic Report
Governance Financial Statements Additional Information
233
Annual Report 2024 Lion Finance Group PLC
9. Loans to customers, factoring and finance lease receivables continued
Commercial loans at amortised cost, gross
Stage 1
Stage 2
Stage 3
POCI
Total
Balance at 31 December 2023
6,325,257
515,789
101,365
23,575
6,965,986
New financial asset originated or purchased
8,804,049
79,500
1,810
3,307
8,888,666
Transfer to Stage 1
95,934
(95,934)
–
–
–
Transfer to Stage 2
(240,626)
244,577
(3,951)
–
–
Transfer to Stage 3
(13,936)
(126,968)
140,904
–
–
Assets repaid
(6,094,187)
(347,114)
(53,554)
(31,922)
(6,526,777)
Resegmentation
64,659
(1,644)
(3,641)
–
59,374
Impact of modifications
(373)
(1,176)
(92)
(24)
(1,665)
Business combination
2,371,851
–
–
16,140
2,387,991
Foreign exchange movement
119,586
9,108
2,732
682
132,108
Net other changes
87,418
1,607
2,357
6,970
98,352
Write-offs
–
–
(5,424)
(7,430)
(12,854)
Recoveries of amounts previously written off
–
–
1,797
639
2,436
Unwind of discount
–
–
3,433
2,856
6,289
Currency translation differences
110,993
326
968
478
112,765
Balance at 31 December 2024
11,630,625
278,071
188,704
15,271
12,112,671
Individually assessed
3,118,611
–
180,055
13,718
3,312,384
Collectively assessed
8,512,014
278,071
8,649
1,553
8,800,287
Balance at 31 December 2024
11,630,625
278,071
188,704
15,271
12,112,671
Commercial loans at amortised cost, ECL
Stage 1
Stage 2
Stage 3
POCI
Total
Balance at 31 December 2023
14,100
33,191
44,129
8,938
100,358
New financial asset originated or purchased
33,130
724
760
2,071
36,685
Transfer to Stage 1
2,537
(2,537)
–
–
–
Transfer to Stage 2
(4,559)
4,559
–
–
–
Transfer to Stage 3
(1,820)
(26,706)
28,526
–
–
during the year
(1,557)
5,205
47,622
–
51,270
Assets repaid
(17,487)
(12,717)
(17,522)
(5,160)
(52,886)
Resegmentation
162
(84)
(1,667)
–
(1,589)
Impact of modifications
(2)
9
78
(10)
75
Foreign exchange movement
(56)
98
835
300
1,177
Day 2 ECL on business combination
22,867
–
–
–
22,867
Net other measurement of ECL
(7,444)
4,813
1,171
3,546
2,086
Income statement (releases)/charges
25,771
(26,636)
59,803
747
59,685
Write-offs
–
–
(5,424)
(7,430)
(12,854)
Recoveries of amounts previously written off
–
–
1,797
639
2,436
Unwind of discount
–
–
3,433
2,856
6,289
Currency translation differences
111
(86)
1,791
4
1,820
Balance at 31 December 2024
39,982
6,469
105,529
5,754
157,734
Individually assessed
25,468
–
100,999
5,740
132,207
Collectively assessed
14,514
6,469
4,530
14
25,527
Balance at 31 December 2024
39,982
6,469
105,529
5,754
157,734

234
Annual Report 2024 Lion Finance Group PLC
Financial Statements
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
9. Loans to customers, factoring and finance lease receivables continued
Finance lease receivables continued
Residential mortgage loans at amortised cost, gross
Stage 1
Stage 2
Stage 3
POCI
Total
Balance at 31 December 2023
4,300,338
174,052
50,946
32,189
4,557,525
New financial asset originated or purchased
2,482,872
1
235
6,028
2,489,136
Transfer to Stage 1
252,566
(252,566)
–
–
–
Transfer to Stage 2
(294,049)
312,710
(18,661)
–
–
Transfer to Stage 3
(13,606)
(30,102)
43,708
–
–
Assets repaid
(1,180,353)
(37,326)
(28,048)
(14,132)
(1,259,859)
Impact of modifications
1,242
71
897
12
2,222
Business combination
1,639,127
–
–
7,144
1,646,271
Foreign exchange movement
30,463
554
516
401
31,934
Net other changes
(31,106)
(21,789)
11,903
3,948
(37,044)
Write-offs
–
–
(4,109)
(1,880)
(5,989)
Recoveries of amounts previously written off
–
–
3,385
3,486
6,871
Unwind of discount
–
–
4
218
222
Currency translation differences
65,937
81
71
250
66,339
Balance at 31 December 2024
7,253,431
145,686
60,847
37,664
7,497,628
Individually assessed
209
–
11,230
6,284
17,723
Collectively assessed
7,253,222
145,686
49,617
31,380
7,479,905
Balance at 31 December 2024
7,253,431
145,686
60,847
37,664
7,497,628
Residential mortgage loans at amortised cost, ECL
Stage 1
Stage 2
Stage 3
POCI
Total
Balance at 31 December 2023
3,972
2,036
11,867
4,875
22,750
New financial asset originated or purchased
2,875
–
16
933
3,824
Transfer to Stage 1
2,374
(2,374)
–
–
–
Transfer to Stage 2
(1,800)
5,047
(3,247)
–
–
Transfer to Stage 3
(1,971)
(469)
2,440
–
–
during the year
(1,459)
(1,572)
2,484
–
(547)
Assets repaid
(811)
(707)
(9,286)
(3,611)
(14,415)
Impact of modifications
11
4
240
106
361
Foreign exchange movement
7
3
15
45
70
Day 2 ECL on business combination
872
–
–
–
872
Net other measurement of ECL
(1,336)
(814)
4,036
(1,314)
572
Income statement (releases)/charges
(1,238)
(882)
(3,302)
(3,841)
(9,263)
Write-offs
–
–
(4,109)
(1,880)
(5,989)
Recoveries of amounts previously written off
–
–
3,385
3,486
6,871
Unwind of discount
–
–
4
218
222
Currency translation differences
11
3
20
–
34
Balance at 31 December 2024
2,745
1,157
7,865
2,858
14,625
Individually assessed
–
–
1,860
42
1,902
Collectively assessed
2,745
1,157
6,005
2,816
12,723
Balance at 31 December 2024
2,745
1,157
7,865
2,858
14,625

Strategic Report
Governance Financial Statements Additional Information
235
Annual Report 2024 Lion Finance Group PLC
9. Loans to customers, factoring and finance lease receivables continued
Micro and SME loans at amortised cost, gross
Stage 1
Stage 2
Stage 3
POCI
Total
Balance at 31 December 2023
3,709,870
191,530
168,425
3,197
4,073,022
New financial asset originated or purchased
3,421,215
967
1,407
12,237
3,435,826
Transfer to Stage 1
144,721
(144,721)
–
–
–
Transfer to Stage 2
(292,673)
315,391
(22,718)
–
–
Transfer to Stage 3
(28,200)
(97,127)
125,327
–
–
Assets repaid
(2,573,227)
(60,408)
(84,365)
(5,519)
(2,723,519)
Resegmentation
(60,042)
1,644
3,641
–
(54,757)
Impact of modifications
82
(283)
(1,257)
29
(1,429)
Business combination
1,476,893
–
–
50,215
1,527,108
Foreign exchange movement
31,127
1,562
2,199
270
35,158
Net other changes
7,242
(12,168)
4,671
(1,406)
(1,661)
Write-offs
–
–
(20,130)
(1,169)
(21,299)
Recoveries of amounts previously written off
–
–
9,366
3,647
13,013
Unwind of discount
–
–
3,112
295
3,407
Currency translation differences
60,349
331
643
1,790
63,113
Balance at 31 December 2024
5,897,357
196,718
190,321
63,586
6,347,982
Individually assessed
655,936
–
38,253
59,778
753,967
Collectively assessed
5,241,421
196,718
152,068
3,808
5,594,015
Balance at 31 December 2024
5,897,357
196,718
190,321
63,586
6,347,982
Micro and SME loans at amortised cost, ECL
Stage 1
Stage 2
Stage 3
POCI
Total
Balance at 31 December 2023
11,004
5,538
54,286
833
71,661
New financial asset originated or purchased
14,510
2
293
7,924
22,729
Transfer to Stage 1
4,270
(4,270)
–
–
–
Transfer to Stage 2
(4,640)
9,822
(5,182)
–
–
Transfer to Stage 3
(8,366)
(5,102)
13,468
–
–
during the year
(2,331)
(51)
19,218
–
16,836
Assets repaid
(7,318)
(2,044)
(33,809)
(600)
(43,771)
Resegmentation
(161)
84
1,667
–
1,590
Impact of modifications
4
4
(462)
21
(433)
Foreign exchange movement
7
(2)
571
(177)
399
Day 2 ECL on business combination
14,006
–
–
–
14,006
Net other measurement of ECL
(1,825)
1,322
19,172
1,477
20,146
Income statement (releases)/charges
8,156
(235)
14,936
8,645
31,502
Write-offs
–
–
(20,130)
(1,169)
(21,299)
Recoveries of amounts previously written off
–
–
9,366
3,647
13,013
Unwind of discount
–
–
3,112
295
3,407
Currency translation differences
127
71
492
30
720
Balance at 31 December 2024
19,287
5,374
62,062
12,281
99,004
Individually assessed
3,616
–
12,740
11,090
27,446
Collectively assessed
15,671
5,374
49,322
1,191
71,558
Balance at 31 December 2024
19,287
5,374
62,062
12,281
99,004

236
Annual Report 2024 Lion Finance Group PLC
Financial Statements
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
9. Loans to customers, factoring and finance lease receivables continued
Finance lease receivables continued
Consumer loans at amortised cost, gross
Stage 1
Stage 2
Stage 3
POCI
Total
Balance at 31 December 2023
4,325,759
234,229
111,469
28,512
4,699,969
New financial asset originated or purchased
6,778,565
29,708
4,132
3,652
6,816,057
Transfer to Stage 1
317,072
(317,013)
(59)
–
–
Transfer to Stage 2
(581,791)
623,733
(41,942)
–
–
Transfer to Stage 3
(18,800)
(102,783)
121,583
–
–
Assets repaid
(4,857,038)
(116,406)
(69,282)
(12,478)
(5,055,204)
Resegmentation
(4,686)
–
–
–
(4,686)
Impact of modifications
(750)
28
(4,818)
(90)
(5,630)
Business combination
885,372
–
–
3,576
888,948
Foreign exchange movement
13,603
233
164
84
14,084
Net other changes
82,856
(89,982)
38,793
(869)
30,798
Write-offs
–
(3)
(78,373)
(2,834)
(81,210)
Recoveries of amounts previously written off
–
–
31,146
7,944
39,090
Unwind of discount
–
–
1,777
347
2,124
Currency translation differences
43,613
135
288
114
44,150
Balance at 31 December 2024
6,983,775
261,879
114,878
27,958
7,388,490
Individually assessed
–
–
7,899
1,438
9,337
Collectively assessed
6,983,775
261,879
106,979
26,520
7,379,153
Balance at 31 December 2024
6,983,775
261,879
114,878
27,958
7,388,490
Consumer loans at amortised cost, ECL
Stage 1
Stage 2
Stage 3
POCI
Total
Balance at 31 December 2023
41,947
18,044
63,888
7,754
131,633
New financial asset originated or purchased
83,547
1,664
2,203
932
88,346
Transfer to Stage 1
19,210
(19,181)
(29)
–
–
Transfer to Stage 2
(33,979)
59,782
(25,803)
–
–
Transfer to Stage 3
(8,534)
(21,301)
29,835
–
–
during the year
(9,597)
2,719
28,102
–
21,224
Assets repaid
(64,987)
(21,938)
(66,705)
(4,894)
(158,524)
Resegmentation
(1)
–
–
–
(1)
Impact of modifications
(481)
1
(2,336)
(39)
(2,855)
Foreign exchange movement
10
7
53
17
87
Day 2 ECL on business combination
9,278
–
–
–
9,278
Net other measurement of ECL
28,998
6,520
77,837
(4,963)
108,392
Income statement (releases)/charges
23,464
8,273
43,157
(8,947)
65,947
Write-offs
–
(3)
(78,373)
(2,834)
(81,210)
Recoveries of amounts previously written off
–
–
31,146
7,944
39,090
Unwind of discount
–
–
1,777
347
2,124
Currency translation differences
134
42
175
–
351
Balance at 31 December 2024
65,545
26,356
61,770
4,264
157,935
Individually assessed
–
–
3,421
(107)
3,314
Collectively assessed
65,545
26,356
58,349
4,371
154,621
Balance at 31 December 2024
65,545
26,356
61,770
4,264
157,935

Strategic Report
Governance Financial Statements Additional Information
237
Annual Report 2024 Lion Finance Group PLC
9. Loans to customers, factoring and finance lease receivables continued
Gold – pawn loans at amortised cost, gross
Stage 1
Stage 2
Stage 3
POCI
Total
Balance at 31 December 2023
137,416
8,696
4,116
–
150,228
New financial asset originated or purchased
199,792
–
885
–
200,677
Transfer to Stage 1
9,208
(9,208)
–
–
–
Transfer to Stage 2
(13,774)
15,041
(1,267)
–
–
Transfer to Stage 3
(1,114)
(1,548)
2,662
–
–
Assets repaid
(176,370)
(7,352)
(3,964)
–
(187,686)
Resegmentation
69
–
–
–
69
Foreign exchange movement
4
–
–
–
4
Net other changes
(9,365)
21
333
–
(9,011)
Write-offs
–
(1)
(40)
–
(41)
Recoveries of amounts previously written off
–
–
3
–
3
Unwind of discount
–
–
(1)
–
(1)
Balance at 31 December 2024
145,866
5,649
2,727
–
154,242
Collectively assessed
145,866
5,649
2,727
–
154,242
Balance at 31 December 2024
145,866
5,649
2,727
–
154,242
Gold – pawn loans at amortised cost, ECL
Stage 1
Stage 2
Stage 3
POCI
Total
Balance at 31 December 2023
44
24
1,322
–
1,390
New financial asset originated or purchased
5
–
58
–
63
Transfer to Stage 1
13
(13)
–
–
–
Transfer to Stage 2
(6)
75
(69)
–
–
Transfer to Stage 3
(1)
(2)
3
–
–
during the year
(7)
(62)
136
–
67
Assets repaid
(22)
(10)
(373)
–
(405)
Net other measurement of ECL
(13)
(6)
(43)
–
(62)
Income statement (releases)/charges
(31)
(18)
(288)
–
(337)
Write-offs
–
(1)
(40)
–
(41)
Recoveries of amounts previously written off
–
–
3
–
3
Unwind of discount
–
–
(1)
–
(1)
Balance at 31 December 2024
13
5
996
–
1,014
Collectively assessed
13
5
996
–
1,014
Balance at 31 December 2024
13
5
996
–
1,014

238
Annual Report 2024 Lion Finance Group PLC
Financial Statements
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
9. Loans to customers, factoring and finance lease receivables continued
Finance lease receivables continued
Commercial loans at amortised cost, gross
Stage 1
Stage 2
Stage 3
POCI
Total
Balance at 31 December 2022
4,501,166
608,307
176,588
15,950
5,302,011
New financial asset originated or purchased
6,307,552
62,180
8
15,820
6,385,560
Transfer to Stage 1
218,262
(218,262)
–
–
–
Transfer to Stage 2
(408,476)
413,729
(5,253)
–
–
Transfer to Stage 3
(9,314)
(35,720)
45,034
–
–
Assets repaid
(4,411,902)
(316,022)
(97,131)
(10,324)
(4,835,379)
Resegmentation
76,352
(56)
2,959
–
79,255
Impact of modifications
(755)
733
(143)
9
(156)
Foreign exchange movement
105,029
4,490
(375)
83
109,227
Net other changes
60,821
111
(10,563)
664
51,033
Write-offs
–
–
(11,502)
–
(11,502)
Recoveries of amounts previously written off
–
–
8,723
957
9,680
Unwind of discount
–
–
(2,224)
416
(1,808)
Currency translation differences
(113,478)
(3,701)
(4,756)
–
(121,935)
Balance at 31 December 2023
6,325,257
515,789
101,365
23,575
6,965,986
Individually assessed
–
–
92,801
21,497
114,298
Collectively assessed
6,325,257
515,789
8,564
2,078
6,851,688
Balance at 31 December 2023
6,325,257
515,789
101,365
23,575
6,965,986
Commercial loans at amortised cost, ECL
Stage 1
Stage 2
Stage 3
POCI
Total
Balance at 31 December 2022
19,086
23,469
44,247
4,565
91,367
New financial asset originated or purchased
31,952
697
1
–
32,650
Transfer to Stage 1
3,811
(3,811)
–
–
–
Transfer to Stage 2
(5,004)
6,393
(1,389)
–
–
Transfer to Stage 3
(994)
(1,406)
2,400
–
–
during the year
(1,777)
4,522
17,549
–
20,294
Assets repaid
(13,682)
(11,978)
(29,709)
(1,325)
(56,694)
Resegmentation
1,102
(1,224)
870
–
748
Impact of modifications
(1)
17
(149)
3
(130)
Foreign exchange movement
(14)
103
(641)
127
(425)
Net other measurement of ECL
(20,107)
16,327
17,249
4,195
17,664
Income statement (releases)/charges
(4,714)
9,640
6,181
3,000
14,107
Write-offs
–
–
(11,502)
–
(11,502)
Recoveries of amounts previously written off
–
–
8,723
957
9,680
Unwind of discount
–
–
(2,224)
416
(1,808)
Currency translation differences
(272)
82
(1,296)
–
(1,486)
Balance at 31 December 2023
14,100
33,191
44,129
8,938
100,358
Individually assessed
–
–
39,561
8,936
48,497
Collectively assessed
14,100
33,191
4,568
2
51,861
Balance at 31 December 2023
14,100
33,191
44,129
8,938
100,358

Strategic Report
Governance Financial Statements Additional Information
239
Annual Report 2024 Lion Finance Group PLC
9. Loans to customers, factoring and finance lease receivables continued
Residential mortgage loans at amortised cost, gross
Stage 1
Stage 2
Stage 3
POCI
Total
Balance at 31 December 2022
3,925,906
169,566
69,657
28,075
4,193,204
New financial asset originated or purchased
1,527,164
32
–
14,796
1,541,992
Transfer to Stage 1
268,798
(268,798)
–
–
–
Transfer to Stage 2
(320,140)
352,400
(32,260)
–
–
Transfer to Stage 3
(17,355)
(33,670)
51,025
–
–
Assets repaid
(1,081,098)
(45,148)
(37,682)
(11,487)
(1,175,415)
Impact of modifications
530
137
(83)
(185)
399
Foreign exchange movement
11,210
(150)
(263)
165
10,962
Net other changes
(7,727)
(147)
1,571
451
(5,852)
Write-offs
–
–
(2,534)
(263)
(2,797)
Recoveries of amounts previously written off
–
–
1,385
543
1,928
Unwind of discount
–
–
215
94
309
Currency translation differences
(6,950)
(170)
(85)
–
(7,205)
Balance at 31 December 2023
4,300,338
174,052
50,946
32,189
4,557,525
Individually assessed
–
–
168
2,092
2,260
Collectively assessed
4,300,338
174,052
50,778
30,097
4,555,265
Balance at 31 December 2023
4,300,338
174,052
50,946
32,189
4,557,525
Residential mortgage loans at amortised cost, ECL
Stage 1
Stage 2
Stage 3
POCI
Total
Balance at 31 December 2022
8,862
2,601
14,085
4,507
30,055
New financial asset originated or purchased
8,396
–
–
–
8,396
Transfer to Stage 1
4,415
(4,415)
–
–
–
Transfer to Stage 2
(2,766)
9,962
(7,196)
–
–
Transfer to Stage 3
(3,612)
(1,152)
4,764
–
–
during the year
(1,133)
(5,845)
5,016
–
(1,962)
Assets repaid
(1,516)
(747)
(8,701)
(3,395)
(14,359)
Impact of modifications
19
5
1,049
43
1,116
Foreign exchange movement
(1)
(3)
(46)
28
(22)
Net other measurement of ECL
(8,690)
1,632
3,842
3,318
102
Income statement (releases)/charges
(4,888)
(563)
(1,272)
(6)
(6,729)
Write-offs
–
–
(2,534)
(263)
(2,797)
Recoveries of amounts previously written off
–
–
1,385
543
1,928
Unwind of discount
–
–
215
94
309
Currency translation differences
(2)
(2)
(12)
–
(16)
Balance at 31 December 2023
3,972
2,036
11,867
4,875
22,750
Individually assessed
–
–
50
271
321
Collectively assessed
3,972
2,036
11,817
4,604
22,429
Balance at 31 December 2023
3,972
2,036
11,867
4,875
22,750

240
Annual Report 2024 Lion Finance Group PLC
Financial Statements
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
9. Loans to customers, factoring and finance lease receivables continued
Finance lease receivables continued
Micro and SME loans at amortised cost, gross
Stage 1
Stage 2
Stage 3
POCI
Total
Balance at 31 December 2022
3,470,689
200,463
146,517
2,844
3,820,513
New financial asset originated or purchased
2,718,907
606
1,502
1,685
2,722,700
Transfer to Stage 1
147,013
(147,013)
–
–
–
Transfer to Stage 2
(308,398)
332,863
(24,465)
–
–
Transfer to Stage 3
(20,855)
(115,229)
136,084
–
–
Assets repaid
(2,258,325)
(81,221)
(65,159)
(1,572)
(2,406,277)
Resegmentation
(75,858)
88
(3,141)
–
(78,911)
Impact of modifications
(86)
616
(2,971)
(7)
(2,448)
Foreign exchange movement
27,031
1,678
2,494
7
31,210
Net other changes
25,537
677
6,187
130
32,531
Write-offs
–
–
(36,568)
(70)
(36,638)
Recoveries of amounts previously written off
–
–
7,998
124
8,122
Unwind of discount
–
–
2,316
56
2,372
Currency translation differences
(15,785)
(1,998)
(2,369)
–
(20,152)
Balance at 31 December 2023
3,709,870
191,530
168,425
3,197
4,073,022
Individually assessed
–
–
29,131
–
29,131
Collectively assessed
3,709,870
191,530
139,294
3,197
4,043,891
Balance at 31 December 2023
3,709,870
191,530
168,425
3,197
4,073,022
Micro and SME loans at amortised cost, ECL:
Stage 1
Stage 2
Stage 3
POCI
Total
Balance at 31 December 2022
20,066
5,448
37,317
659
63,490
New financial asset originated or purchased
16,897
–
128
–
17,025
Transfer to Stage 1
4,627
(4,627)
–
–
–
Transfer to Stage 2
(5,665)
11,372
(5,707)
–
–
Transfer to Stage 3
(2,902)
(6,647)
9,549
–
–
during the year
(754)
(4,692)
29,590
–
24,144
Assets repaid
(7,501)
(3,001)
(18,746)
(524)
(29,772)
Resegmentation
(1,093)
1,226
(868)
–
(735)
Impact of modifications
2
19
(1,241)
(7)
(1,227)
Foreign exchange movement
129
149
1,179
(1)
1,456
Net other measurement of ECL
(12,663)
6,463
30,543
596
24,939
Income statement (releases)/charges
(8,923)
262
44,427
64
35,830
Write-offs
–
–
(36,568)
(70)
(36,638)
Recoveries of amounts previously written off
–
–
7,998
124
8,122
Unwind of discount
–
–
2,316
56
2,372
Currency translation differences
(139)
(172)
(1,204)
–
(1,515)
Balance at 31 December 2023
11,004
5,538
54,286
833
71,661
Individually assessed
–
–
14,564
–
14,564
Collectively assessed
11,004
5,538
39,722
833
57,097
Balance at 31 December 2023
11,004
5,538
54,286
833
71,661

Strategic Report
Governance Financial Statements Additional Information
241
Annual Report 2024 Lion Finance Group PLC
9. Loans to customers, factoring and finance lease receivables continued
Consumer loans at amortised cost, gross
Stage 1
Stage 2
Stage 3
POCI
Total
Balance at 31 December 2022
3,243,191
213,875
121,992
22,996
3,602,054
New financial asset originated or purchased
4,547,920
5,818
833
17,964
4,572,535
Transfer to Stage 1
289,459
(289,423)
(36)
–
–
Transfer to Stage 2
(473,300)
524,075
(50,775)
–
–
Transfer to Stage 3
(72,199)
(110,688)
182,887
–
–
Assets repaid
(3,179,954)
(107,858)
(69,753)
(12,030)
(3,369,595)
Resegmentation
(494)
(32)
517
–
(9)
Impact of modifications
699
(11)
(12,180)
(600)
(12,092)
Foreign exchange movement
5,109
65
524
89
5,787
Net other changes
(508)
(1,333)
21,566
595
20,320
Write-offs
–
–
(113,820)
(2,408)
(116,228)
Recoveries of amounts previously written off
–
–
25,870
1,376
27,246
Unwind of discount
–
–
4,199
530
4,729
Currency translation differences
(34,164)
(259)
(355)
–
(34,778)
Balance at 31 December 2023
4,325,759
234,229
111,469
28,512
4,699,969
Individually assessed
(1)
–
2,464
–
2,463
Collectively assessed
4,325,760
234,229
109,005
28,512
4,697,506
Balance at 31 December 2023
4,325,759
234,229
111,469
28,512
4,699,969
Consumer loans at amortised cost, ECL:
Stage 1
Stage 2
Stage 3
POCI
Total
Balance at 31 December 2022
40,598
19,309
67,956
7,587
135,450
New financial asset originated or purchased
128,968
702
380
–
130,050
Transfer to Stage 1
19,103
(19,094)
(9)
–
–
Transfer to Stage 2
(23,869)
54,205
(30,336)
–
–
Transfer to Stage 3
(49,393)
(21,319)
70,712
–
–
during the year
(2,120)
(24,929)
26,592
–
(457)
Assets repaid
(41,913)
(8,393)
(41,821)
(4,886)
(97,013)
Resegmentation
(9)
(2)
(2)
–
(13)
Impact of modifications
13
(7)
(5,235)
(122)
(5,351)
Foreign exchange movement
13
4
34
(4)
47
Net other measurement of ECL
(29,175)
17,623
59,529
5,681
53,658
Income statement (releases)/charges
1,618
(1,210)
79,844
669
80,921
Write-offs
–
–
(113,820)
(2,408)
(116,228)
Recoveries of amounts previously written off
–
–
25,870
1,376
27,246
Unwind of discount
–
–
4,199
530
4,729
Currency translation differences
(269)
(55)
(161)
–
(485)
Balance at 31 December 2023
41,947
18,044
63,888
7,754
131,633
Individually assessed
–
–
1,062
–
1,062
Collectively assessed
41,947
18,044
62,826
7,754
130,571
Balance at 31 December 2023
41,947
18,044
63,888
7,754
131,633

242
Annual Report 2024 Lion Finance Group PLC
Financial Statements
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
9. Loans to customers, factoring and finance lease receivables continued
Finance lease receivables continued
Gold – pawn loans at amortised cost, gross
Stage 1
Stage 2
Stage 3
POCI
Total
Balance at 31 December 2022
147,525
8,613
8,416
–
164,554
New financial asset originated or purchased
103,553
–
401
–
103,954
Transfer to Stage 1
11,660
(11,660)
–
–
–
Transfer to Stage 2
(16,775)
18,268
(1,493)
–
–
Transfer to Stage 3
(2,147)
(2,800)
4,947
–
–
Assets repaid
(106,379)
(3,676)
(2,124)
–
(112,179)
Resegmentation
–
–
(335)
–
(335)
Foreign exchange movement
(2)
(1)
(48)
–
(51)
Net other changes
(19)
(48)
(746)
–
(813)
Write-offs
–
–
(5,438)
–
(5,438)
Recoveries of amounts previously written off
–
–
(13)
–
(13)
Unwind of discount
–
–
549
–
549
Balance at 31 December 2023
137,416
8,696
4,116
–
150,228
Collectively assessed
137,416
8,696
4,116
–
150,228
Balance at 31 December 2023
137,416
8,696
4,116
–
150,228
Gold – pawn loans at amortised cost, ECL
Stage 1
Stage 2
Stage 3
POCI
Total
Balance at 31 December 2022
70
32
5,339
–
5,441
Transfer to Stage 1
32
(32)
–
–
–
Transfer to Stage 2
(19)
184
(165)
–
–
Transfer to Stage 3
(2)
(8)
10
–
–
during the year
–
(1)
–
–
(1)
Assets repaid
(24)
(8)
1,007
–
975
Net other measurement of ECL
(13)
(143)
33
–
(123)
Income statement (releases)/charges
(26)
(8)
885
–
851
Write-offs
–
–
(5,438)
–
(5,438)
Recoveries of amounts previously written off
–
–
(13)
–
(13)
Unwind of discount
–
–
549
–
549
Balance at 31 December 2023
44
24
1,322
–
1,390
Collectively assessed
44
24
1,322
–
1,390
Balance at 31 December 2023
44
24
1,322
–
1,390

Strategic Report
Governance Financial Statements Additional Information
243
Annual Report 2024 Lion Finance Group PLC
9. Loans to customers, factoring and finance lease receivables continued
Commercial loans at amortised cost, gross
Stage 1
Stage 2
Stage 3
POCI
Total
Balance at 31 December 2021
4,913,239
374,933
226,925
18,014
5,533,111
New financial asset originated or purchased
4,489,689
34,779
693
6,969
4,532,130
Transfer to Stage 1
202,422
(202,422)
–
–
–
Transfer to Stage 2
(761,225)
791,522
(30,297)
–
–
Transfer to Stage 3
(5,553)
(98,586)
104,139
–
–
Assets repaid
(4,033,355)
(207,872)
(83,237)
(9,763)
(4,334,227)
Resegmentation
194,578
2,622
(6,567)
–
190,633
Impact of modifications
1,330
1,983
184
2
3,499
Foreign exchange movement
(512,131)
(89,055)
(24,259)
(1,843)
(627,288)
Net other changes
45,923
1,454
6,277
(653)
53,001
Write-offs
–
–
(55,962)
–
(55,962)
Recoveries of amounts previously written off
–
–
42,501
2,865
45,366
Unwind of discount
–
–
(1,921)
359
(1,562)
Currency translation differences
(33,751)
(1,051)
(1,888)
–
(36,690)
Balance at 31 December 2022
4,501,166
608,307
176,588
15,950
5,302,011
Individually assessed
–
–
159,486
13,603
173,089
Collectively assessed
4,501,166
608,307
17,102
2,347
5,128,922
Balance at 31 December 2022
4,501,166
608,307
176,588
15,950
5,302,011
Commercial loans at amortised cost, ECL
Stage 1
Stage 2
Stage 3
POCI
Total
Balance at 31 December 2021
14,204
6,893
135,061
2,923
159,081
New financial asset originated or purchased
23,237
166
230
2,997
26,630
Transfer to Stage 1
4,323
(4,323)
–
–
–
Transfer to Stage 2
(6,165)
12,301
(6,136)
–
–
Transfer to Stage 3
(485)
(1,503)
1,988
–
–
during the year
(2,382)
(3,448)
28,233
–
22,403
Assets repaid
(10,239)
(4,189)
(59,906)
(3,151)
(77,485)
Resegmentation
5,404
(27)
(997)
–
4,380
Impact of modifications
30
104
1
2
137
Foreign exchange movement
(921)
(1,696)
(10,613)
(883)
(14,113)
Net other measurement of ECL
(7,127)
20,270
(25,291)
(547)
(12,695)
Income statement (releases)/charges
5,675
17,655
(72,491)
(1,582)
(50,743)
Write-offs
–
–
(55,962)
–
(55,962)
Recoveries of amounts previously written off
–
–
42,501
2,865
45,366
Unwind of discount
–
–
(1,921)
359
(1,562)
Currency translation differences
(793)
(1,079)
(2,941)
–
(4,813)
Balance at 31 December 2022
19,086
23,469
44,247
4,565
91,367
Individually assessed
–
–
37,492
4,493
41,985
Collectively assessed
19,086
23,469
6,755
72
49,382
Balance at 31 December 2022
19,086
23,469
44,247
4,565
91,367

244
Annual Report 2024 Lion Finance Group PLC
Financial Statements
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
9. Loans to customers, factoring and finance lease receivables continued
Finance lease receivables continued
Residential mortgage loans at amortised cost, gross
Stage 1
Stage 2
Stage 3
POCI
Total
Balance at 31 December 2021
3,629,369
259,970
104,514
28,205
4,022,058
New financial asset originated or purchased
1,466,957
14
–
13,524
1,480,495
Transfer to Stage 1
403,540
(403,398)
(142)
–
–
Transfer to Stage 2
(375,932)
443,567
(67,635)
–
–
Transfer to Stage 3
(45,171)
(49,817)
94,988
–
–
Assets repaid
(901,792)
(57,945)
(49,096)
(10,849)
(1,019,682)
Resegmentation
(603)
–
–
–
(603)
Impact of modifications
179
37
(2,949)
(169)
(2,902)
Foreign exchange movement
(254,899)
(20,553)
(10,022)
(2,527)
(288,001)
Net other changes
8,928
(2,211)
348
155
7,220
Write-offs
–
–
(4,445)
(730)
(5,175)
Recoveries of amounts previously written off
–
–
3,937
357
4,294
Unwind of discount
–
–
182
109
291
Currency translation differences
(4,670)
(98)
(23)
–
(4,791)
Balance at 31 December 2022
3,925,906
169,566
69,657
28,075
4,193,204
Individually assessed
–
–
2,940
–
2,940
Collectively assessed
3,925,906
169,566
66,717
28,075
4,190,264
Balance at 31 December 2022
3,925,906
169,566
69,657
28,075
4,193,204
Residential mortgage loans at amortised cost, ECL
Stage 1
Stage 2
Stage 3
POCI
Total
Balance at 31 December 2021
9,703
3,803
17,039
2,493
33,038
New financial asset originated or purchased
14,452
–
–
2,403
16,855
Transfer to Stage 1
5,673
(5,608)
(65)
–
–
Transfer to Stage 2
(3,236)
15,977
(12,741)
–
–
Transfer to Stage 3
(7,463)
(1,484)
8,947
–
–
during the year
(1,807)
(10,903)
6,767
–
(5,943)
Assets repaid
(1,731)
(961)
(11,220)
(2,103)
(16,015)
Impact of modifications
4
1
937
64
1,006
Foreign exchange movement
(244)
(122)
(1,652)
(498)
(2,516)
Net other measurement of ECL
(6,487)
1,898
6,399
2,412
4,222
Income statement (releases)/charges
(839)
(1,202)
(2,628)
2,278
(2,391)
Write-offs
–
–
(4,445)
(730)
(5,175)
Recoveries of amounts previously written off
–
–
3,937
357
4,294
Unwind of discount
–
–
182
109
291
Currency translation differences
(2)
–
–
–
(2)
Balance at 31 December 2022
8,862
2,601
14,085
4,507
30,055
Individually assessed
–
–
576
–
576
Collectively assessed
8,862
2,601
13,509
4,507
29,479
Balance at 31 December 2022
8,862
2,601
14,085
4,507
30,055

Strategic Report
Governance Financial Statements Additional Information
245
Annual Report 2024 Lion Finance Group PLC
9. Loans to customers, factoring and finance lease receivables continued
Micro and SME loans at amortised cost, gross
Stage 1
Stage 2
Stage 3
POCI
Total
Balance at 31 December 2021
3,276,167
293,473
151,499
6,635
3,727,774
New financial asset originated or purchased
2,926,540
7,854
1,859
2,435
2,938,688
Transfer to Stage 1
337,049
(337,049)
–
–
–
Transfer to Stage 2
(441,995)
501,852
(59,857)
–
–
Transfer to Stage 3
(50,683)
(106,474)
157,157
–
–
Assets repaid
(2,116,730)
(125,805)
(71,105)
(5,917)
(2,319,557)
Resegmentation
(224,709)
(4,680)
5,034
–
(224,355)
Impact of modifications
194
139
(2,627)
(36)
(2,330)
Foreign exchange movement
(275,010)
(27,918)
(17,669)
(350)
(320,947)
Net other changes
51,417
168
7,865
38
59,488
Write-offs
–
–
(37,629)
(98)
(37,727)
Recoveries of amounts previously written off
–
–
11,875
79
11,954
Unwind of discount
–
–
1,262
58
1,320
Currency translation differences
(11,551)
(1,097)
(1,147)
–
(13,795)
Balance at 31 December 2022
3,470,689
200,463
146,517
2,844
3,820,513
Individually assessed
–
–
39,448
–
39,448
Collectively assessed
3,470,689
200,463
107,069
2,844
3,781,065
Balance at 31 December 2022
3,470,689
200,463
146,517
2,844
3,820,513
Micro and SME loans at amortised cost, ECL
Stage 1
Stage 2
Stage 3
POCI
Total
Balance at 31 December 2021
28,160
6,556
39,584
124
74,424
New financial asset originated or purchased
38,841
81
97
281
39,300
Transfer to Stage 1
7,921
(7,921)
–
–
–
Transfer to Stage 2
(8,872)
20,801
(11,929)
–
–
Transfer to Stage 3
(8,295)
(7,503)
15,798
–
–
during the year
(962)
(9,903)
29,077
–
18,212
Assets repaid
(13,592)
(3,065)
(24,514)
(496)
(41,667)
Resegmentation
(5,935)
(129)
541
–
(5,523)
Impact of modifications
10
(24)
(1,147)
16
(1,145)
Foreign exchange movement
(1,071)
(114)
(3,448)
(67)
(4,700)
Net other measurement of ECL
(15,996)
6,765
18,514
762
10,045
Income statement (releases)/charges
(7,951)
(1,012)
22,989
496
14,522
Write-offs
–
–
(37,629)
(98)
(37,727)
Recoveries of amounts previously written off
–
–
11,875
79
11,954
Unwind of discount
–
–
1,262
58
1,320
Currency translation differences
(143)
(96)
(764)
–
(1,003)
Balance at 31 December 2022
20,066
5,448
37,317
659
63,490
Individually assessed
–
–
10,552
–
10,552
Collectively assessed
20,066
5,448
26,765
659
52,938
Balance at 31 December 2022
20,066
5,448
37,317
659
63,490

246
Annual Report 2024 Lion Finance Group PLC
Financial Statements
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
9. Loans to customers, factoring and finance lease receivables continued
Finance lease receivables continued
Consumer loans at amortised cost, gross
Stage 1
Stage 2
Stage 3
POCI
Total
Balance at 31 December 2021
2,635,438
215,026
107,642
23,199
2,981,305
New financial asset originated or purchased
3,313,393
7,566
969
15,493
3,337,421
Transfer to Stage 1
344,640
(344,445)
(195)
–
–
Transfer to Stage 2
(534,425)
608,146
(73,721)
–
–
Transfer to Stage 3
(121,557)
(167,897)
289,454
–
–
Assets repaid
(2,357,992)
(102,236)
(64,593)
(12,241)
(2,537,062)
Resegmentation
30,506
2,058
1,578
–
34,142
Impact of modifications
1,152
(84)
(24,515)
(1,236)
(24,683)
Foreign exchange movement
(86,830)
(4,100)
(1,319)
(610)
(92,859)
Net other changes
33,406
(79)
31,671
1,021
66,019
Write-offs
–
–
(171,142)
(4,431)
(175,573)
Recoveries of amounts previously written off
–
–
22,074
879
22,953
Unwind of discount
–
–
4,252
922
5,174
Currency translation differences
(14,540)
(80)
(163)
–
(14,783)
Balance at 31 December 2022
3,243,191
213,875
121,992
22,996
3,602,054
Individually assessed
–
–
2,650
–
2,650
Collectively assessed
3,243,191
213,875
119,342
22,996
3,599,404
Balance at 31 December 2022
3,243,191
213,875
121,992
22,996
3,602,054
Consumer loans at amortised cost, ECL
Stage 1
Stage 2
Stage 3
POCI
Total
Balance at 31 December 2021
57,083
19,410
58,731
811
136,035
New financial asset originated or purchased
131,916
1,199
478
4,325
137,918
Transfer to Stage 1
26,886
(26,872)
(14)
–
–
Transfer to Stage 2
(36,429)
72,075
(35,646)
–
–
Transfer to Stage 3
(61,445)
(37,845)
99,290
–
–
during the year
(3,821)
(29,191)
48,501
–
15,489
Assets repaid
(41,829)
(8,884)
(38,047)
(3,763)
(92,523)
Resegmentation
531
156
456
–
1,143
Impact of modifications
121
(12)
(10,792)
122
(10,561)
Foreign exchange movement
(191)
(60)
(763)
(63)
(1,077)
Net other measurement of ECL
(32,188)
29,344
90,779
8,785
96,720
Income statement (releases)/charges
(16,449)
(90)
154,242
9,406
147,109
Write-offs
–
–
(171,142)
(4,431)
(175,573)
Recoveries of amounts previously written off
–
–
22,074
879
22,953
Unwind of discount
–
–
4,252
922
5,174
Currency translation differences
(36)
(11)
(201)
–
(248)
Balance at 31 December 2022
40,598
19,309
67,956
7,587
135,450
Individually assessed
–
–
1,054
–
1,054
Collectively assessed
40,598
19,309
66,902
7,587
134,396
Balance at 31 December 2022
40,598
19,309
67,956
7,587
135,450

Strategic Report
Governance Financial Statements Additional Information
247
Annual Report 2024 Lion Finance Group PLC
9. Loans to customers, factoring and finance lease receivables continued
Gold – pawn loans at amortised cost, gross
Stage 1
Stage 2
Stage 3
POCI
Total
Balance at 31 December 2021
152,787
10,116
2,514
–
165,417
New financial asset originated or purchased
122,438
1
54
–
122,493
Transfer to Stage 1
17,460
(17,460)
–
–
–
Transfer to Stage 2
(24,040)
25,642
(1,602)
–
–
Transfer to Stage 3
(7,251)
(2,757)
10,008
–
–
Assets repaid
(112,603)
(6,938)
(4,054)
–
(123,595)
Resegmentation
228
–
(45)
–
183
Foreign exchange movement
(33)
(4)
4
–
(33)
Net other changes
(1,461)
13
2,196
–
748
Write-offs
–
–
(635)
–
(635)
Recoveries of amounts previously written off
–
–
(25)
–
(25)
Unwind of discount
–
–
1
–
1
Balance at 31 December 2022
147,525
8,613
8,416
–
164,554
Individually assessed
–
–
4,337
–
4,337
Collectively assessed
147,525
8,613
4,079
–
160,217
Balance at 31 December 2022
147,525
8,613
8,416
–
164,554
Gold – pawn loans at amortised cost, ECL
Stage 1
Stage 2
Stage 3
POCI
Total
Balance at 31 December 2021
1,823
11
241
–
2,075
Transfer to Stage 1
27
(27)
–
–
–
Transfer to Stage 2
(16)
149
(133)
–
–
Transfer to Stage 3
(2,502)
(6)
2,508
–
–
Assets repaid
(18)
(6)
(30)
–
(54)
Net other measurement of ECL
756
(89)
3,412
–
4,079
Income statement (releases)/charges
(1,753)
21
5,757
–
4,025
Write-offs
–
–
(635)
–
(635)
Recoveries of amounts previously written off
–
–
(25)
–
(25)
Unwind of discount
–
–
1
–
1
Balance at 31 December 2022
70
32
5,339
–
5,441
Individually assessed
–
–
4,337
–
4,337
Collectively assessed
70
32
1,002
–
1,104
Balance at 31 December 2022
70
32
5,339
–
5,441
The contractual amounts outstanding on all loans to customers that have been written off during the reporting period but are still
subject to enforcement activity was GEL 148,114 (2023: GEL 138,972, 2022: GEL 188,545).
Collateral and other credit enhancements
The amount and type of collateral required depends on an assessment of the credit risk of the counterparty. Guidelines are
implemented regarding the acceptability of types of collateral and valuation parameters.
The main types of collateral obtained are as follows:
• For commercial lending, charges over real estate properties, equipment and machinery, corporate shares, inventory, trade
receivables, third-party corporate guarantees and personal guarantees of shareholders.
• For retail lending, mortgages over residential properties, cars, gold and jewellery, third-party corporate guarantees and personal
guarantees of shareholders.
Management requests additional collateral in accordance with the underlying agreement and monitors the market value of
collateral obtained during its review of the adequacy of the allowance for ECL/impairment of loans.
It is the Group’s policy to dispose of repossessed properties in an orderly fashion or to hold them for capital appreciation or earning
rentals, as appropriate in each case. In general, the Group does not occupy repossessed properties for business use.

248
Annual Report 2024 Lion Finance Group PLC
Financial Statements
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
9. Loans to customers, factoring and finance lease receivables continued
Collateral and other credit enhancements continued
Without taking into account the discounted value of collateral, the ECL for credit-impaired loans would be as follows:
Commercial loans
111,283
194,086
Residential mortgage loans
10,723
58,324
Micro and SME loans
74,343
220,310
Consumer loans
66,034
95,777
Gold – pawn loans
996
2,212
Total
263,379
570,709
Commercial loans
53,067
118,367
Residential mortgage loans
16,742
56,851
Micro and SME loans
55,119
152,430
Consumer loans
71,642
105,437
Gold – pawn loans
1,322
3,290
Total
197,892
436,375
Commercial loans
48,812
187,653
Residential mortgage loans
18,592
67,534
Micro and SME loans
37,976
131,404
Consumer loans
75,543
103,597
Gold – pawn loans
5,339
6,947
Total
186,262
497,135
Concentration of loans to customers
As at 31 December 2024, the concentration of loans granted by the Group to the ten largest third-party borrowers comprised
GEL 1,851,375 accounting for 6% of the gross loan portfolio of the Group (2023: GEL 1,507,812 and 7% respectively, 2022:
GEL 1,017,629 and 6% respectively). An allowance of ECL of GEL 6,803 (2023: GEL 13,524, 2022: GEL 8,209) was established against
these loans.
As at 31 December 2024, the concentration of loans granted by the Group to the ten largest third-party group of borrowers
(borrower and its related parties) comprised GEL 3,175,091 accounting for 9% of the gross loan portfolio of the Group (2023:
GEL 2,414,054 and 12% respectively, 2022: GEL 1,736,614 and 10% respectively). An allowance of ECL of GEL 8,011 (2023: GEL 3,599,
2022: GEL 17,392) was established against these loans.

Strategic Report
Governance Financial Statements Additional Information
249
Annual Report 2024 Lion Finance Group PLC
9. Loans to customers, factoring and finance lease receivables continued
As at 31 December 2024, 31 December 2023 and 31 December 2022, loans were principally issued within Georgia and Armenia, and
their distribution by industry sector was as follows:
2024
2023
2022
Individuals
17,190,045
11,445,733
10,011,378
Real estate
2,837,810
1,608,487
1,024,364
Trade
2,815,943
1,425,916
1,123,343
Agriculture
1,928,428
710,440
719,077
Construction
1,618,537
377,857
512,345
Manufacturing
1,441,527
1,475,982
1,064,092
Electricity, gas and water supply
1,145,468
665,454
458,415
Hospitality
991,169
975,621
828,577
Service
727,835
306,465
302,442
Financial intermediation
587,106
401,116
291,778
Mining and quarrying
552,872
160,261
144,799
Transport and communication
543,485
273,071
190,175
Other
1,120,788
620,327
411,551
Loans to customers, gross
33,501,013
20,446,730
17,082,336
Less – Allowance for expected credit loss
(430,312)
(327,792)
(325,803)
Loans to customers, net
33,070,701
20,118,938
16,756,533
As at 31 December 2024 the amount of loans to customers for which no ECL has been recognised due to the existence of high-
quality collateral was GEL 553,177 (2023: GEL 6,096,377, 2022: GEL 5,227,783).
Finance lease receivables
2024
2023
2022
Minimum lease payments receivable
561,788
86,839
114,850
Less – Unearned finance lease income
(133,566)
(16,748)
(24,108)
428,222
70,091
90,742
Less – Allowance for expected credit loss/impairment loss
(10,485)
(11,208)
(8,698)
Finance lease receivables, net
417,737
58,883
82,044
The difference between the minimum lease payments to be received in the future and the finance lease receivables represents
unearned finance income.
As at 31 December 2024 and 31 December 2023 no finance lease receivables were pledged for inter-bank loans received (2022: GEL 16,965).
As at 31 December 2024, the concentration of investment in the five largest lease receivables comprised GEL 59,953 or 14% of total
finance lease receivables (2023: GEL 18,436 or 25%, 2022: GEL 20,515 or 22%) and finance income received from them for the year
ended 31 December 2024 comprised GEL 6,080 or 16% of total finance income from lease (2023: GEL 2,857 or 20%, 2022: GEL 793
or 4%).
Future minimum lease payments to be received after 31 December 2024, 31 December 2023 and 31 December 2022 are as follows:
2024
2023
2022
Within 1 year
195,319
46,531
49,228
From 1 to 2 years
122,348
9,203
21,711
From 2 to 3 years
88,789
7,288
17,123
From 3 to 4 years
48,084
1,894
7,037
From 4 to 5 years
29,743
2,913
2,727
More than 5 years
77,505
19,010
17,025
Minimum lease payment receivables
561,788
86,839
114,850

250
Annual Report 2024 Lion Finance Group PLC
Financial Statements
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
9. Loans to customers, factoring and finance lease receivables continued
Finance lease receivables continued
Movements of the gross finance lease receivables and respective allowance for ECL/impairment of finance lease receivables are as
follows:
Finance lease receivables, gross
Stage 1
Stage 2
Stage 3
POCI
Total
Balance at 31 December 2023
33,899
5,048
12,063
19,081
70,091
New financial asset originated or purchased
177,363
–
–
6,578
183,941
Transfer to Stage 1
1,994
(1,867)
(127)
–
–
Transfer to Stage 2
(4,109)
4,418
(309)
–
–
Transfer to Stage 3
(3,516)
(3,732)
7,248
–
–
Assets repaid
(121,642)
(3,119)
(5,988)
(8,708)
(139,457)
Impact of modifications
(13)
–
–
–
(13)
Business combination
298,683
–
–
273
298,956
Foreign exchange movement
2,069
26
(29)
(424)
1,642
Net other changes
2,816
109
171
169
3,265
Write-offs
–
–
(3,718)
(10)
(3,728)
Recoveries of amounts previously written off
–
–
1
531
532
Unwind of discount
–
–
30
(49)
(19)
Currency translation differences
12,971
73
(42)
10
13,012
Balance at 31 December 2024
400,515
956
9,300
17,451
428,222
Individually assessed
114,447
–
2,436
252
117,135
Collectively assessed
286,068
956
6,864
17,199
311,087
Balance at 31 December 2024
400,515
956
9,300
17,451
428,222
Finance lease receivables, ECL
Stage 1
Stage 2
Stage 3
POCI
Total
Balance at 31 December 2023
1,169
484
5,707
3,848
11,208
New financial asset originated or purchased
600
–
–
–
600
Transfer to Stage 1
67
(61)
(6)
–
–
Transfer to Stage 2
(86)
90
(4)
–
–
Transfer to Stage 3
(1,880)
(485)
2,365
–
–
during the year
2,395
191
322
–
2,908
Assets repaid
(281)
(149)
(1,631)
(3,239)
(5,300)
Foreign exchange movement
53
(2)
11
(6)
56
Day 2 ECL on business combination
2,134
–
–
–
2,134
Net other measurement of ECL
(2,285)
97
2,543
656
1,011
Income statement (releases)/charges
717
(319)
3,600
(2,589)
1,409
Write-offs
–
–
(1,873)
(10)
(1,883)
Recoveries of amounts previously written off
(851)
–
1
531
(319)
Unwind of discount
–
–
30
(49)
(19)
Currency translation differences
29
12
47
1
89
Balance at 31 December 2024
1,064
177
7,512
1,732
10,485
Individually assessed
283
–
648
4
935
Collectively assessed
781
177
6,864
1,728
9,550
Balance at 31 December 2024
1,064
177
7,512
1,732
10,485

Strategic Report
Governance Financial Statements Additional Information
251
Annual Report 2024 Lion Finance Group PLC
9. Loans to customers, factoring and finance lease receivables continued
Finance lease receivables, gross
Stage 1
Stage 2
Stage 3
POCI
Total
Balance at 31 December 2022
54,971
6,451
14,109
15,211
90,742
New financial asset originated or purchased
24,001
–
–
10,525
34,526
Transfer to Stage 1
9,296
(8,702)
(594)
–
–
Transfer to Stage 2
(17,016)
21,008
(3,992)
–
–
Transfer to Stage 3
(1,291)
(10,139)
11,430
–
–
Assets repaid
(32,717)
(3,377)
(5,056)
(6,389)
(47,539)
Impact of modifications
(221)
–
138
–
(83)
Foreign exchange movement
2,285
198
117
(804)
1,796
Net other changes
992
(2)
(148)
(59)
783
Write-offs
–
–
(3,429)
313
(3,116)
Recoveries of amounts previously written off
–
–
66
–
66
Unwind of discount
–
–
23
284
307
Currency translation differences
(6,401)
(389)
(601)
–
(7,391)
Balance at 31 December 2023
33,899
5,048
12,063
19,081
70,091
Individually assessed
–
–
286
–
286
Collectively assessed
33,899
5,048
11,777
19,081
69,805
Balance at 31 December 2023
33,899
5,048
12,063
19,081
70,091
Finance lease receivables, ECL
Stage 1
Stage 2
Stage 3
POCI
Total
Balance at 31 December 2022
818
258
3,542
4,080
8,698
New financial asset originated or purchased
964
–
–
–
964
Transfer to Stage 1
275
(262)
(13)
–
–
Transfer to Stage 2
(650)
769
(119)
–
–
Transfer to Stage 3
(236)
(434)
670
–
–
during the year
(142)
234
291
–
383
Assets repaid
(538)
(170)
(2,816)
(2,394)
(5,918)
Impact of modifications
(2)
–
–
–
(2)
Foreign exchange movement
50
37
4
–
91
Net other measurement of ECL
425
(53)
5,307
1,565
7,244
Income statement (releases)/charges
146
121
3,324
(829)
2,762
Write-offs
–
–
(316)
313
(3)
Recoveries of amounts previously written off
–
–
66
–
66
Unwind of discount
–
–
23
284
307
Currency translation differences
205
105
(932)
–
(622)
Balance at 31 December 2023
1,169
484
5,707
3,848
11,208
Individually assessed
–
–
60
–
60
Collectively assessed
1,169
484
5,647
3,848
11,148
Balance at 31 December 2023
1,169
484
5,707
3,848
11,208

252
Annual Report 2024 Lion Finance Group PLC
Financial Statements
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
9. Loans to customers, factoring and finance lease receivables continued
Finance lease receivables
Finance lease receivables, gross
Stage 1
Stage 2
Stage 3
POCI
Total
Balance at 31 December 2021
73,181
17,559
16,447
9,582
116,769
New financial asset originated or purchased
43,731
–
–
12,081
55,812
Transfer to Stage 1
23,502
(18,121)
(5,381)
–
–
Transfer to Stage 2
(24,194)
31,532
(7,338)
–
–
Transfer to Stage 3
(3,093)
(15,782)
18,875
–
–
Assets repaid
(54,166)
(7,662)
(5,148)
(6,537)
(73,513)
Impact of modifications
278
–
–
–
278
Foreign exchange movement
865
(66)
86
–
885
Net other changes
328
11
212
85
636
Write-offs
–
–
(2,724)
–
(2,724)
Unwind of discount
–
–
105
–
105
Currency translation differences
(5,461)
(1,020)
(1,025)
–
(7,506)
Balance at 31 December 2022
54,971
6,451
14,109
15,211
90,742
Individually assessed
–
–
1,199
–
1,199
Collectively assessed
54,971
6,451
12,910
15,211
89,543
Balance at 31 December 2022
54,971
6,451
14,109
15,211
90,742
Finance lease receivables, ECL
Stage 1
Stage 2
Stage 3
POCI
Total
Balance at 31 December 2021
1,031
762
2,686
1,196
5,675
New financial asset originated or purchased
793
–
–
–
793
Transfer to Stage 1
1,322
(680)
(642)
–
–
Transfer to Stage 2
(537)
1,309
(772)
–
–
Transfer to Stage 3
(151)
(1,253)
1,404
–
–
during the year
(1,284)
276
2,093
–
1,085
Assets repaid
(569)
(192)
(1,559)
(1,856)
(4,176)
Foreign exchange movement
64
(3)
5
–
66
Net other measurement of ECL
70
56
573
4,741
5,440
Income statement (releases)/charges
(292)
(487)
1,102
2,885
3,208
Write-offs
–
–
(480)
–
(480)
Unwind of discount
–
–
105
–
105
Currency translation differences
79
(17)
129
(1)
190
Balance at 31 December 2022
818
258
3,542
4,080
8,698
Individually assessed
–
–
306
–
306
Collectively assessed
818
258
3,236
4,080
8,392
Balance at 31 December 2022
818
258
3,542
4,080
8,698
The Group writes off the finance lease receivable balance when it takes possession of the underlying asset. The difference between
the gross and ECL balances at the time of write-off represents the value of the repossessed asset.

Strategic Report
Governance Financial Statements Additional Information
253
Annual Report 2024 Lion Finance Group PLC
9. Loans to customers, factoring and finance lease receivables continued
Factoring receivables
2024
2023
2022
Factoring receivables, gross
70,458
55,027
23,411
Less – Allowance for expected credit loss
(22)
(127)
(282)
Factoring receivables, net
70,436
54,900
23,129
Factoring receivables, gross
Stage 1
Stage 2
Stage 3
POCI
Total
Balance at 31 December 2023
54,749
180
98
–
55,027
New financial asset originated or purchased
143,368
–
–
–
143,368
Transfer to Stage 2
(1,926)
1,926
–
–
–
Transfer to Stage 3
(205)
(147)
352
–
–
Assets repaid
(218,540)
(513)
(422)
–
(219,475)
Business combination
83,780
–
–
–
83,780
Foreign exchange movement
406
–
–
–
406
Net other changes
5,938
(1,371)
1
–
4,568
Currency translation differences
2,774
7
3
–
2,784
Balance at 31 December 2024
70,344
82
32
–
70,458
Individually assessed
–
–
32
–
32
Collectively assessed
70,344
82
–
–
70,426
Balance at 31 December 2024
70,344
82
32
–
70,458
Factoring receivables, ECL
Stage 1
Stage 2
Stage 3
POCI
Total
Balance at 31 December 2023
28
1
98
–
127
New financial asset originated or purchased
270
–
–
–
270
Transfer to Stage 2
(32)
32
–
–
–
Transfer to Stage 3
(205)
–
205
–
–
Assets repaid
(72)
(1)
(241)
–
(314)
Net other measurement of ECL
(96)
(31)
36
–
(91)
Income statement (releases)/charges
(135)
–
–
–
(135)
Currency translation differences
129
(1)
(98)
–
30
Balance at 31 December 2024
22
–
–
–
22
Collectively assessed
22
–
–
–
22
Balance at 31 December 2024
22
–
–
–
22

254
Annual Report 2024 Lion Finance Group PLC
Financial Statements
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
9. Loans to customers, factoring and finance lease receivables continued
Finance lease receivables continued
Factoring receivables, gross
Stage 1
Stage 2
Stage 3
POCI
Total
Balance at 31 December 2022
20,365
3,000
46
–
23,411
New financial asset originated or purchased
89,935
–
–
–
89,935
Transfer to Stage 2
(765)
765
–
–
–
Transfer to Stage 3
(306)
(2)
308
–
–
Assets repaid
(53,456)
(3,546)
(231)
–
(57,233)
Net other changes
(5)
–
–
–
(5)
Currency translation differences
(1,019)
(37)
(25)
–
(1,081)
Balance at 31 December 2023
54,749
180
98
–
55,027
Individually assessed
–
–
98
–
98
Collectively assessed
54,749
180
–
–
54,929
Balance at 31 December 2023
54,749
180
98
–
55,027
Factoring receivables, ECL
Stage 1
Stage 2
Stage 3
POCI
Total
Balance at 31 December 2022
175
61
46
–
282
New financial asset originated or purchased
411
–
–
–
411
Transfer to Stage 2
(13)
13
–
–
–
Transfer to Stage 3
(306)
–
306
–
–
during the year
–
4
1
–
5
Assets repaid
(245)
(75)
(307)
–
(627)
Net other measurement of ECL
32
(3)
–
–
29
Income statement (releases)/charges
(121)
(61)
–
–
(182)
Currency translation differences
(26)
1
52
–
27
Balance at 31 December 2023
28
1
98
–
127
Individually assessed
–
–
98
–
98
Collectively assessed
28
1
–
–
29
Balance at 31 December 2023
28
1
98
–
127

Strategic Report
Governance Financial Statements Additional Information
255
Annual Report 2024 Lion Finance Group PLC
9. Loans to customers, factoring and finance lease receivables continued
Factoring receivables, gross
Stage 1
Stage 2
Stage 3
POCI
Total
Balance at 31 December 2021
33,048
25
165
–
33,238
New financial asset originated or purchased
116,579
–
–
–
116,579
Transfer to Stage 1
1,680
(1,680)
–
–
–
Transfer to Stage 2
(14,310)
14,310
–
–
–
Transfer to Stage 3
(46)
–
46
–
–
Assets repaid
(115,785)
(9,652)
(151)
–
(125,588)
Net other changes
11
(1)
1
–
11
Currency translation differences
(812)
(2)
(15)
–
(829)
Balance at 31 December 2022
20,365
3,000
46
–
23,411
Individually assessed
–
–
46
–
46
Collectively assessed
20,365
3,000
–
–
23,365
Balance at 31 December 2022
20,365
3,000
46
–
23,411
Factoring receivables, ECL
Stage 1
Stage 2
Stage 3
POCI
Total
Balance at 31 December 2021
246
1
124
–
371
New financial asset originated or purchased
744
–
–
–
744
Transfer to Stage 1
364
(364)
–
–
–
Transfer to Stage 2
(712)
712
–
–
–
Transfer to Stage 3
(37)
–
37
–
–
during the year
(229)
310
11
–
92
Assets repaid
(481)
(243)
(86)
–
(810)
Net other measurement of ECL
341
(354)
38
–
25
Income statement (releases)/charges
(10)
61
–
–
51
Currency translation differences
(61)
(1)
(78)
–
(140)
Balance at 31 December 2022
175
61
46
–
282
Individually assessed
–
–
46
–
46
Collectively assessed
175
61
–
–
236
Balance at 31 December 2022
175
61
46
–
282
10. Accounts receivable and other loans
In 2016 the Group disbursed a loan to a client with the purpose to finance the purchase of an industrial asset from one of the
Group’s defaulted borrowers. As part of the overall financing package, the Group entered into a dual option agreement with the
shareholders of the new borrower over the shares in the new borrower. A dispute arose over the terms of the concluded option
agreement. The outstanding legacy claim was settled at the end of 2022 and the Group recognised GEL 391,100 one-off income with
the respective receivable estimated at fair value in its consolidated financial statements. On 9 January 2023 the Group received part
of the settlement in the amount of GEL 371,922. As for the outstanding receivable, it has been remeasured at fair value (since the
final amount to be received is based in part on profitability of the industrial asset) and the Group recognised additional GEL 22,585
one-off income in its consolidated financial statements in 2023. The receivable was fully settled on 31 January 2024. The Group does
not expect any material tax consequences from this settlement in the foreseeable future.

256
Annual Report 2024 Lion Finance Group PLC
Financial Statements
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
11. Right-of-use assets and lease liabilities
2024
2023
2022
Right-of-use assets
257,896
138,695
117,387
Lease liability
274,435
141,934
114,470
Administrative expenses include occupancy and rent expenses on lease contracts where the recognition exemptions have been applied:
2024
2023
2022
Short-term leases
(7,479)
(4,872)
(4,672)
Leases of low-value assets
(2,436)
(2,264)
(1,585)
(9,915)
(7,136)
(6,257)
Carrying amount at 1 January 2022
87,662
Cash payments for the principal portion of the lease liability
(25,980)
Change in accrued interest
1,151
Additions
70,553
Other movements*
(18,916)
Carrying amount at 31 December 2022
114,470
Cash payments for the principal portion of the lease liability
(32,151)
Change in accrued interest
(665)
Additions
64,120
Other movements*
(3,840)
Carrying amount at 31 December 2023
141,934
Cash payments for the principal portion of the lease liability
(50,271)
Change in accrued interest
8,269
Additions
75,391
Business combination
88,172
Other movements*
10,940
Carrying amount at 31 December 2024
274,435
* Other movement mainly includes translation effect of foreign currency contracts and cancelled lease contracts.
The movements in right-of-use assets were as follows:
equipment
Total
31 December 2023
223,543
1,774
225,317
Additions
73,950
690
74,640
Disposals
(16,454)
–
(16,454)
Business combination
85,309
3,663
88,972
Currency translation differences
4,072
242
4,314
31 December 2024
370,420
6,369
376,789
31 December 2023
–
–
–
31 December 2024
–
–
–
31 December 2023
85,523
1,099
86,622
Depreciation charge
44,499
1,056
45,555
Disposals
(13,648)
–
(13,648)
Currency translation differences
298
66
364
31 December 2024
116,672
2,221
118,893
31 December 2023
138,020
675
138,695
31 December 2024
253,748
4,148
257,896

Strategic Report
Governance Financial Statements Additional Information
257
Annual Report 2024 Lion Finance Group PLC
11. Right-of-use assets and lease liabilities continued
equipment
Total
31 December 2022
181,227
2,333
183,560
Additions
64,385
–
64,385
Disposals
(16,785)
–
(16,785)
Currency translation differences
(5,284)
(559)
(5,843)
31 December 2023
223,543
1,774
225,317
31 December 2022
–
–
–
31 December 2023
–
–
–
31 December 2022
65,073
1,100
66,173
Depreciation charge
32,601
315
32,916
Disposals
(11,100)
–
(11,100)
Currency translation differences
(1,051)
(316)
(1,367)
31 December 2023
85,523
1,099
86,622
31 December 2022
116,154
1,233
117,387
31 December 2023
138,020
675
138,695
equipment
Total
31 December 2021
127,080
2,631
129,711
Additions
74,231
–
74,231
Disposals
(19,135)
–
(19,135)
Currency translation differences
(949)
(298)
(1,247)
31 December 2022
181,227
2,333
183,560
31 December 2021
–
–
–
31 December 2022
–
–
–
31 December 2021
48,661
864
49,525
Depreciation charge
25,406
345
25,751
Disposals
(8,838)
–
(8,838)
Currency translation differences
(156)
(109)
(265)
31 December 2022
65,073
1,100
66,173
31 December 2021
78,419
1,767
80,186
31 December 2022
116,154
1,233
117,387

258
Annual Report 2024 Lion Finance Group PLC
Financial Statements
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
12. Foreclosed assets
2024
2023
2022
At 1 January
271,712
119,924
3,216
Additions
177,908
239,872
128,170
Disposals
(67,730)
(77,324)
(8,063)
Write-down
(3,019)
(2,114)
(3,399)
Reversal of write-down
16
–
–
Transfers to property and equipment
(673)
(3,516)
–
Transfers to investment property
(5,359)
(3,428)
–
Business combination
5,453
–
–
Currency translation differences
334
(1,702)
–
At 31 December
378,642
271,712
119,924
Majority of the Group’s foreclosed assets consists of the real estate assets repossessed during recovery of defaulted loans.
As at 31 December 2024, the carrying value of foreclosed assets subjected to the repurchase option was GEL 187,756 (2023:
GEL 157,507, 2022: GEL 27,798).
13. Property and equipment
The movements in property and equipment were as follows:
construction
Total
31 December 2023
258,050
216,174
296,805
12,076
35,654
8,036
826,795
Additions
7,574
29,530
43,069
6,033
889
31,010
118,105
Transfers
4,671
(1,225)
3,874
–
14,535
(21,855)
–
Transfers to investment properties
(9,669)
–
–
–
–
–
(9,669)
Transfers to assets held for sale
927
–
–
–
–
–
927
Transfers from foreclosed assets
673
–
–
–
–
–
673
Transfers (to) from other assets
(954)
(1,953)
(9,846)
–
–
(2,016)
(14,769)
Disposals
(44)
(339)
(518)
(508)
(296)
–
(1,705)
Write-offs
(1,342)
(36)
(1,312)
(120)
(2,392)
–
(5,202)
Business Combination
–
11,534
38,609
1,167
26,705
–
78,015
Currency translation differences
1,692
487
1,928
71
941
29
5,148
31 December 2024
261,578
254,172
372,609
18,719
76,036
15,204
998,318
31 December 2023
2,557
55
98
8
–
–
2,718
Impairment charge
(290)
(43)
(82)
(8)
–
–
(423)
31 December 2024
2,267
12
16
–
–
–
2,295
31 December 2023
33,873
131,304
199,886
5,517
16,542
–
387,122
Depreciation charge
5,126
14,468
42,508
2,583
10,252
–
74,937
Transfers
–
(970)
970
–
–
–
–
Transfers to investment properties
(2,037)
–
–
–
–
–
(2,037)
Transfers to other assets
–
(1,230)
(7,712)
–
–
–
(8,942)
Disposals
(1)
(275)
(462)
(406)
(287)
–
(1,431)
Write-offs
(276)
(160)
(2,066)
(99)
(2,053)
–
(4,654)
Currency translation differences
639
45
195
12
40
–
931
31 December 2024
37,324
143,182
233,319
7,607
24,494
–
445,926
31 December 2023
221,620
84,815
96,821
6,551
19,112
8,036
436,955
31 December 2024
221,987
110,978
139,274
11,112
51,542
15,204
550,097

Strategic Report
Governance Financial Statements Additional Information
259
Annual Report 2024 Lion Finance Group PLC
13. Property and equipment continued
construction
Total
31 December 2022
235,249
193,103
279,259
8,729
29,084
4,755
750,179
Additions
20,485
25,363
28,301
4,573
1,644
17,769
98,135
Transfers
2,557
–
2,059
–
8,507
(13,123)
–
Transfers to investment properties
(641)
–
–
–
–
–
(641)
Transfers to assets held for sale
(1,363)
–
–
–
–
–
(1,363)
Transfers from foreclosed Assets
3,516
–
–
–
–
–
3,516
Transfers to other assets
934
(1,421)
(7,714)
(207)
(29)
(243)
(8,680)
Disposals
(26)
(273)
(3,070)
(660)
(222)
–
(4,251)
Write-offs
–
(208)
(73)
(284)
(2,979)
(1,088)
(4,632)
Business Combination
–
62
171
66
51
–
350
Currency translation differences
(2,661)
(452)
(2,128)
(141)
(402)
(34)
(5,818)
31 December 2023
258,050
216,174
296,805
12,076
35,654
8,036
826,795
31 December 2022
2,557
36
98
8
–
–
2,699
Impairment charge
–
19
–
–
–
770
789
31 December 2023
2,557
55
98
8
–
770
3,488
31 December 2022
31,325
121,415
177,260
4,615
14,010
–
348,625
Depreciation charge
5,120
11,825
32,364
1,647
4,839
–
55,795
Transfers to investment properties
(225)
(1)
–
–
–
–
(226)
Transfers to assets held for sale
(1,065)
–
–
–
–
–
(1,065)
Transfers to other assets
–
(996)
(5,526)
(203)
–
–
(6,725)
Disposals
(10)
(199)
(2,465)
(443)
(217)
–
(3,334)
Write-offs
–
(542)
(812)
(85)
(1,967)
(770)
(4,176)
Business Combination
–
13
31
15
42
–
101
Currency translation differences
(1,272)
(211)
(966)
(29)
(165)
–
(2,643)
31 December 2023
33,873
131,304
199,886
5,517
16,542
(770)
386,352
31 December 2022
201,367
71,652
101,901
4,106
15,074
4,755
398,855
31 December 2023
221,620
84,815
96,821
6,551
19,112
8,036
436,955
construction
Total
31 December 2021
216,897
188,890
252,861
6,911
29,328
1,680
696,567
Additions
171
10,853
32,951
2,860
119
31,043
77,997
Transfers
23,333
32
414
–
3,804
(27,583)
–
Transfers to investment properties
769
–
–
–
–
–
769
Transfers to other assets
–
(1,571)
(2,135)
(265)
–
(231)
(4,202)
Disposals
(3,011)
(135)
(1,507)
(489)
(27)
(1)
(5,170)
Write-offs
(29)
(4,750)
(2,513)
(241)
(4,053)
(146)
(11,732)
Currency translation differences
(2,881)
(216)
(812)
(47)
(87)
(7)
(4,050)
31 December 2022
235,249
193,103
279,259
8,729
29,084
4,755
750,179
31 December 2021
2,557
36
98
8
–
–
2,699
31 December 2022
2,557
36
98
8
–
–
2,699
31 December 2021
28,859
113,399
154,941
4,095
13,766
–
315,060
Depreciation charge
4,278
13,814
28,737
1,076
4,369
146
52,420
Transfers
(13)
13
–
–
–
–
–
Transfers to investment properties
(155)
–
–
–
–
–
(155)
Transfers to other assets
–
(916)
(2,479)
(230)
–
–
(3,625)
Disposals
(795)
(183)
(998)
(176)
(25)
–
(2,177)
Write-offs
2
(4,598)
(2,473)
(130)
(4,029)
(146)
(11,374)
Currency translation differences
(851)
(114)
(468)
(20)
(71)
–
(1,524)
31 December 2022
31,325
121,415
177,260
4,615
14,010
–
348,625
31 December 2021
185,481
75,455
97,822
2,808
15,562
1,680
378,808
31 December 2022
201,367
71,652
101,901
4,106
15,074
4,755
398,855

260
Annual Report 2024 Lion Finance Group PLC
Financial Statements
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
14. Intangible assets
The movements in intangible assets were as follows:
combination
Other
Total
31 December 2023
291,341
–
27,480
318,821
Additions
107,407
–
196
107,603
Disposals
(6,405)
–
–
(6,405)
Write-offs
(2,948)
–
–
(2,948)
Business combination
43,327
52,534
32
95,893
Currency translation differences
3,202
1,911
(447)
4,666
31 December 2024
435,924
54,445
27,261
517,630
31 December 2023
4,559
–
–
4,559
31 December 2024
4,559
–
–
4,559
31 December 2023
140,258
–
6,142
146,400
Amortisation charge
48,529
3,892
224
52,645
Disposals
(6,237)
–
–
(6,237)
Write-offs
(2,367)
–
(1)
(2,368)
Currency translation differences
327
28
26
381
31 December 2024
180,510
3,920
6,391
190,821
31 December 2023
146,524
–
21,338
167,862
31 December 2024
250,855
50,525
20,870
322,250
and licence
Other
Total
31 December 2022
247,943
27,449
275,392
Additions
56,537
31
56,568
Disposals
(8,321)
–
(8,321)
Write-offs
(1,258)
–
(1,258)
Currency translation differences
(3,560)
–
(3,560)
31 December 2023
291,341
27,480
318,821
31 December 2022
2,358
–
2,358
Impairment charge
2,201
–
2,201
31 December 2023
4,559
–
4,559
31 December 2022
117,629
5,964
123,593
Amortisation charge
32,844
178
33,022
Disposals
(7,815)
–
(7,815)
Write-offs
(1,261)
–
(1,261)
Currency translation differences
(1,139)
–
(1,139)
31 December 2023
140,258
6,142
146,400
31 December 2022
127,956
21,485
149,441
31 December 2023
146,524
21,338
167,862

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Annual Report 2024 Lion Finance Group PLC
14. Intangible assets continued
and licence
Other
Total
31 December 2021
219,073
27,286
246,359
Additions
40,506
164
40,670
Disposals
(7,331)
–
(7,331)
Write-offs
(2,889)
(1)
(2,890)
Currency translation differences
(1,416)
–
(1,416)
31 December 2022
247,943
27,449
275,392
31 December 2021
–
–
–
Impairment charge
2,358
–
2,358
31 December 2022
2,358
–
2,358
31 December 2021
96,311
5,797
102,108
Amortisation charge
30,392
168
30,560
Disposals
(5,683)
–
(5,683)
Write-offs
(2,889)
(1)
(2,890)
Currency translation differences
(502)
–
(502)
31 December 2022
117,629
5,964
123,593
31 December 2021
122,762
21,489
144,251
31 December 2022
127,956
21,485
149,441
15. Investment properties
2024
2023
2022
At 1 January
124,068
166,546
226,849
Additions
–
4,882
5,871
Disposals
(20,246)
(38,175)
(54,713)
Net gains from revaluation of investment property
19,053
756
7,421
Transfers to assets held for sale
(2,069)
(10,756)
(16,955)
Transfers from/(to) property and equipment
7,632
415
(924)
Transfers from foreclosed assets
5,359
3,428
–
Transfers to other assets – inventories
(14)
–
–
Currency translation differences
555
(3,028)
(1,003)
At 31 December
134,338
124,068
166,546
Investment properties are stated at fair value. The fair value represents the price that would be received to sell an asset in an orderly
transaction between market participants at the measurement date. As at 31 December 2024, the fair values of the properties
are based on valuations performed by accredited independent valuers. Refer to note 32 for details on fair value measurements of
investment properties.
16. Goodwill
Movements in goodwill were as follows:
2024
2023
2022
1 January
65,647
57,745
57,745
Business combination
–
7,902
–
At 31 December
65,647
65,647
57,745
1 January
24,394
24,394
24,394
At 31 December
24,394
24,394
24,394
1 January
41,253
33,351
33,351
Business combination
–
7,902
–
At 31 December
41,253
41,253
33,351

262
Annual Report 2024 Lion Finance Group PLC
Financial Statements
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
16. Goodwill continued
Impairment test for goodwill
Goodwill acquired through business combinations with indefinite lives have been allocated to the following CGUs, for impairment
testing: Corporate Banking, Retail Banking in the Georgian Financial Services Business Division, and other in Other Business.
The carrying amount of goodwill allocated to each of the CGUs is as follows:
2024
2023
2022
Retail Banking
23,386
23,386
23,386
Corporate Banking
9,965
9,965
9,965
Other
7,902
7,902
–
Total
41,253
41,253
33,351
Key assumptions used in value-in-use calculations
The recoverable amounts of the CGUs have been determined based on a value-in-use calculation, using cash flow projections based
on financial budgets approved by senior management covering a one to three-year period. Discount rates were not adjusted for
either a constant or a declining growth rate beyond the three-year periods covered in financial budgets. For the purposes of the
impairment test, a 3% permanent growth rate has been assumed when assessing the future operating cash flows of the CGU
beyond the three-year period covered in financial budgets.
The following discount rates were used by the Group for Corporate Banking, Retail Banking and other CGUs:
Corporate Banking
Retail Banking
Other
2024
2023
2022
2024
2023
2022
2024
2023
2022
Discount rate
6.8%
5.3%
4.3%
6.2%
6.6%
8.4%
30.0%
30.0%
N/A
Discount rates
Discount rates reflect management’s estimate of return required in each business. This is the benchmark used by management to
assess operating performance and to evaluate future investment proposals. Discount rates are calculated by using pre-tax weighted
average cost of capital.
For the Retail Banking and Corporate Banking CGUs, the following additional assumptions were made:
• stable, business as usual growth of loans and deposits;
• no material changes in cost:income structure or ratio; and
• stable, business as usual growth of trade finance and other documentary businesses.
Sensitivity to changes in assumptions
Management believes that reasonable possible changes to key assumptions used to determine the recoverable amount for each
CGU will not result in an impairment of goodwill. The excess of value-in-use over carrying value is determined by reference to the net
book value as at 31 December 2024. Possible change was taken as +/-3% in discount rate and growth rate.
17. Taxation
The corporate income tax expense in the income statement comprises:
2024
2023
2022
Current income benefit/(expense)
(379,632)
(324,452)
(137,430)
Deferred income tax benefit/(expense)
16,836
65,481
(53,221)
Income tax expense
(362,796)
(258,971)
(190,651)
2024
2023
2022
Net losses on investment securities
(345)
–
–
Income tax expense in other comprehensive income
(345)
–
–
The income tax rate applicable to most of the Group’s income is the income tax rate applicable to subsidiaries’ income, which ranges
from 15% to 25% (2023: from 15% to 25%, 2022: from 15% to 25%).
On 16 December 2022, an amendment to the Georgian corporate tax code was passed into law abolishing the expected transition to
taxation on distributed earnings from 1 January 2023. According to the amendment, which became effective from 1 January 2023,
existing taxation rules for financial institutions, including banks, are to be maintained. At the same time, the existing corporate tax
rate for banks increased from 15% to 20% from 2023 going forward. In addition, with effect from 2023, taxable interest income and
deductible ECLs on loans to customers were defined as per IFRS, instead of local NBG regulations. Transition differences in ECLs
and interest income were taxed one-off at 15% and 20% respectively.

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Governance Financial Statements Additional Information
263
Annual Report 2024 Lion Finance Group PLC
17. Taxation continued
The change had an immediate impact on deferred tax asset and deferred tax liability balances attributable to previously recognised
temporary differences arising from prior periods. As at 31 December 2022, deferred tax assets and liabilities balances were
remeasured, in line with the updated legislation. The change resulted in a material one-off deferred tax charge as previously the
Group recognised deferred taxes only to the extent they were expected to realise before 1 January 2023.
The effective income tax rate differs from the statutory income tax rates. As at 31 December 2024, 31 December 2023 and
31 December 2022, a reconciliation of the income tax expense based on statutory rates with the actual expense is as follows:
2024
2023
2022
Profit before income tax expense
2,847,991
1,656,298
1,634,650
Average tax rate
20%
20%
15%
Theoretical income tax expense at average tax rate
(569,598)
(331,260)
(245,198)
Non-taxable income
208,617
76,934
115,636
Non-deductible expenses
(15,168)
(4,520)
(3,229)
Correction of prior year declarations
910
(2,342)
(2,846)
Tax at the domestic rates applicable to profits in each country
7,086
(1,007)
(1,991)
Effects from changes in tax legislation
–
110
(53,074)
Tax deductible expenses
7,013
7,030
–
Other
(1,656)
(3,916)
51
Income tax expense
(362,796)
(258,971)
(190,651)
Applicable taxes in Georgia, Armenia and Belarus include corporate income tax (profit tax), individuals’ withholding taxes, property
tax and value added tax, among others. However, regulations are often unclear or non-existent and few precedents have been
established. This creates tax risks in Georgia, Armenia and Belarus, substantially more significant than typically found in countries
with more developed tax systems. Management believes that the Group is in substantial compliance with the tax laws affecting its
operations. However, the risk remains that relevant authorities could take differing positions with regard to interpretative issues.
As at 31 December 2024, 31 December 2023 and 31 December 2022, income tax assets and liabilities consist of the following:
2024
2023
2022
Current income tax assets
47,794
2,056
224
Deferred income tax assets
320
464
640
Income tax assets
48,114
2,520
864
Current income tax liabilities
67,342
185,440
20,258
Deferred income tax liabilities
21,089
13,618
79,275
Income tax liabilities
88,431
199,058
99,533

264
Annual Report 2024 Lion Finance Group PLC
Financial Statements
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
17. Taxation continued
Deferred tax assets and liabilities as at 31 December 2024, 31 December 2023 and 31 December 2022, and their movements for the
respective years, are as follows:
2021
statement
2022
2024
institutions
–
193
193
(30)
163
–
(72)
–
–
91
Investment securities
–
294
294
(489)
(195)
–
210
–
–
15
pledged under sale and
repurchase agreements
and securities lending
–
–
–
–
–
48
743
(604)
3
190
Investment properties
167
1,954
2,121
(2,121)
–
–
328
–
–
328
Property and equipment
2,414
(182)
2,232
(1,072)
1,160
(2,313)
1,696
–
(73)
470
Intangible assets
–
–
–
–
–
–
114
–
–
114
Assets held for sale
–
465
465
(127)
338
–
73
–
–
411
Lease liability
3,770
19,389
23,159
5,012
28,171
15,871
7,955
–
573
52,570
income
19,744
18,388
38,132
5,393
43,525
–
3,173
–
–
46,698
Other assets and
liabilities
435
3,845
4,280
1,439
5,719
9,170
23,724
–
517
39,130
Deferred tax assets
26,530
44,346
70,876
8,005
78,881
22,776
37,944
(604)
1,020
140,017
institutions
2,287
1,660
3,947
(651)
3,296
2,829
684
–
99
6,908
Debt securities issued
692
1,259
1,951
(414)
1,537
–
1,062
–
–
2,599
Investment securities
–
–
–
–
–
161
88
(259)
10
–
Loans to customers,
factoring and finance
lease receivables
29,874
30,697
60,571
(57,006)
3,565
18,818
7,820
–
718
30,921
Client deposits and notes
–
–
–
104
104
–
(77)
–
–
27
Property and equipment
5,900
37,342
43,242
4,309
47,551
–
3,509
–
–
51,060
Intangible assets
–
–
–
–
–
8,383
(1,071)
–
295
7,607
Right-of-use assets
3,216
20,606
23,822
3,719
27,541
16,015
4,444
–
574
48,574
Investment properties
965
7,822
8,787
(1,277)
7,510
–
3,144
–
–
10,654
Assets held for sale
485
(485)
–
–
–
–
162
–
–
162
income
113
(113)
–
–
–
–
–
–
–
–
Other assets and
liabilities
8,412
(1,221)
7,191
(6,260)
931
–
1,343
–
–
2,274
Deferred tax liabilities
51,944
97,567
149,511
(57,476)
92,035
46,206
21,108
(259)
1,696
160,786
liabilities
(25,414)
(53,221)
(78,635)
65,481
(13,154)
(23,430)
16,836
(345)
(676)
(20,769)
The Group has not recognised a deferred tax liability for its receivable under settlement discussed in note 10, as the receivable is
originated in a subsidiary subject to income tax only on distributed profits and the Group does not expect to use these proceeds
for distribution.
No deferred tax liability was recognised on a gain on bargain purchase arising from the business combination as the Group does not
intend to either sell Ameriabank or distribute dividends from profits accumulated prior to business combination.

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265
Annual Report 2024 Lion Finance Group PLC
18. Other assets, pr epayments and other liabilities
Other assets comprise:
2024
2023
2022
Receivables from remittance operations
152,188
138,833
86,742
Inventories
26,876
20,969
17,096
Derivative financial assets
25,000
10,942
39,270
Investments in associates
11,245
10,699
11,606
Other receivables
43,794
15,932
17,365
Derivatives margin
11,199
12,129
21,053
Operating tax assets
5,094
7,725
4,809
Assets purchased for finance lease purposes
1,441
2,019
2,140
Precious metals
222
–
–
Other
52,758
41,293
32,202
Other assets, gross
329,817
260,541
232,283
Less – Allowance for impairment of other assets
(15,197)
(15,469)
(17,225)
Other assets, net
314,620
245,072
215,058
Other receivables mainly include operating lease receivables and receivables from guarantees and letters of credit.
Other liabilities comprise:
2024
2023
2022
Redemption liability for put option (note 3)
91,927
–
–
Payables for remittance operations
84,446
59,079
24,671
Creditors
52,378
34,038
29,562
Other taxes payable
32,501
4,244
6,504
Transfers in transit
31,991
–
–
Derivative financial liabilities
9,083
25,779
59,020
Accounts payable
5,725
12,731
5,605
Provisions
5,996
6,304
5,127
Dividends payable to non-controlling shareholders
5,165
3,555
2,379
Advances received
4,578
2,034
838
Derivatives margin
422
–
–
Other
29,590
19,504
24,985
Other liabilities
353,802
167,268
158,691
In 2024, the Group revisited classification of certain liabilities recorded on transit accounts at the end of the reporting period and
presented under client deposits and notes in the prior period financial statements. Based on the detailed assessment of the nature
of these balances, to improve the presentation the Group reclassified these balances to other liabilities within the ‘Transfers in
Transit’ note line. Prior period balances were not reclassified due to immateriality.
The table below shows the fair values of derivative financial instruments, recorded as assets or liabilities, together with their
notional amounts. The notional amount, recorded gross, is the amount of a derivative’s underlying asset or liability, reference rate
or index and is the basis upon which changes in the value of derivatives are measured. The notional amounts indicate the volume of
transactions outstanding at the year-end and are not indicative of the credit risk.
Asset
Liability
Forwards and swaps – domestic
942,183
1,170
6,649
Forwards and swaps – foreign
4,120,612
23,830
2,434
Total derivative assets/liabilities
5,062,795
25,000
9,083

266
Annual Report 2024 Lion Finance Group PLC
Financial Statements
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
18. Other assets, prepayments and other liabilities continued
2023
2022
Asset
Liability
Asset
Liability
Forwards and swaps – domestic
1,099,787
2,703
3,712
1,392,118
5,688
2,873
Forwards and swaps – foreign
3,776,221
8,239
22,067
4,615,758
33,234
56,147
Forwards and swaps – foreign (IR)
–
–
–
1,209
348
–
Total derivative assets/liabilities
4,876,008
10,942
25,779
6,009,085
39,270
59,020
For the period ended 31 December 2024 GEL 135,543 was recognised as net foreign currency gain from derivative financial
instruments (2023: GEL 59,662, 2022: GEL 277,513).
Prepayments comprise:
2024
2023
2022
Prepayments to finance lease suppliers
36,012
3,043
382
Prepayments for non-current assets
23,289
18,373
17,087
Other prepayments
29,649
16,095
26,143
Prepayments
88,950
37,511
43,612
19. Client deposits and notes
The amounts due to customers include the following:
2024
2023
2022
Current accounts
18,778,650
12,198,454
11,002,863
Time deposits
14,423,360
8,324,285
7,258,534
Client deposits and notes
33,202,010
20,522,739
18,261,397
Held as security against letters of credit and guarantees (note23)
290,692
334,092
121,753
At 31 December 2024, amounts due to customers of GEL 3,619,228 (11%) were due to the ten largest customers (2023: GEL 1,955,839
(10%), 2022: GEL 2,107,058 (12%)).
Amounts due to customers include accounts with the following types of customers:
2024
2023
2022
Individuals
18,857,874
12,907,914
11,188,080
Private enterprises
12,881,843
7,120,507
6,382,083
State and state-owned entities
1,462,293
494,318
691,234
Client deposits and notes
33,202,010
20,522,739
18,261,397
The breakdown of customer accounts by industry sector is as follows:
2024
2023
2022
Individuals
18,857,874
12,907,914
11,188,080
Financial intermediation
2,496,389
1,451,014
1,261,530
Construction
2,241,261
1,140,925
796,019
Trade
2,098,291
1,367,858
1,158,977
Government services
1,271,027
445,880
682,809
Transport and communication
1,139,254
639,882
513,099
Service
982,174
822,284
709,442
Manufacturing
652,652
492,647
759,005
Electricity, gas and water supply
576,555
76,384
186,517
Real estate
437,257
344,279
232,508
Mining and quarrying
243,755
53,808
24,872
Agriculture
232,894
37,337
26,066
Hospitality
122,682
108,103
173,639
Other
1,849,945
634,424
548,834
Client deposits and notes
33,202,010
20,522,739
18,261,397

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Governance Financial Statements Additional Information
267
Annual Report 2024 Lion Finance Group PLC
20. Amounts owed to credit institutions
Amounts due to credit institutions comprise:
2024
2023
2022
Borrowings from international credit institutions
3,446,611
1,794,696
1,439,136
Short-term loans from central banks
2,700,162
2,101,653
1,715,257
Time deposits and inter-bank loans
715,178
130,382
777,638
Correspondent accounts
621,182
431,232
660,767
Payables under repo operations
319,212
–
–
7,802,345
4,457,963
4,592,798
Non-convertible subordinated debt
736,455
562,520
537,794
Additional Tier 1
141,433
135,526
136,061
Amounts due to credit institutions
8,680,233
5,156,009
5,266,653
During the year ended 31 December 2024, the Group paid up to 13.76% and 11.12% on US$ and EUR, respectively, borrowings from
international credit institutions (2023: up to 9.36% and 0.00%, 2022: up to 7.52% and 0.95%). During the year ended 31 December
2024, the Group paid up to 12.25% and 9.22% on US$ and EUR, respectively, subordinated debt (2023: up to 11.82% and 0.00%,
2022: up to 10.73% and 0.00%).
Some long-term borrowings from international credit institutions are received upon certain conditions (the ‘Lender Covenants’)
that the Group maintains different limits for capital adequacy, liquidity, currency positions, credit exposures, leverage and others.
At 31 December 2024, 31 December 2023 and 31 December 2022, the Group complied with all material Lender Covenants of the
borrowings from international credit institutions.
On 31 August 2023, Bank of Georgia signed a US$ 100 million loan agreement with Japan International Cooperation Agency as
lender with maturity of five years, which was fully utilised as at 31 December 2023.
On 13 September 2023, Bank of Georgia signed a loan agreement with Asian Development Bank as lender with maturity of five
years in the amount of the GEL equivalent of US$ 100 million, which was fully utilised as at 31 December 2023.
On 31 May 2022, Bank of Georgia signed a US$ 50 million Additional Tier 1 Capital Perpetual Subordinated Syndicated Facility with
the European Bank for Reconstruction and Development and Swedfund International AB as lenders. The amount was fully utilised as
at 31 December 2022.
In June 2022, Bank of Georgia repaid the outstanding US$ 70 million of its initial US$ 90 million subordinated loan facility from the
International Finance Corporation, out of which US$ 42 million qualified as Tier II capital.
21. Debt securities issued
Debt securities issued comprise:
2024
2023
2022
Additional Tier 1 capital notes issued
850,397
267,112
267,702
Tier 2 notes issued
140,620
83,158
–
Eurobonds and notes issued
–
–
226,725
Local bonds
1,048,876
–
–
Bonds issued to international financial institutions to finance green projects
123,309
–
–
Certificates of deposit
91,814
64,279
107,021
Other instruments
–
6,810
44,520
Debt securities issued
2,255,016
421,359
645,968
As at 31 December, 2024 the Group’s subsidiary Ameriabank CJSC had bonds issued to international financial institutions to
finance green projects in the amount of EUR 42 million with interest rate 3.05% maturing on 26 November 2025. The bonds
were issued in 2020.
As at 31 December 2024 the carrying value of the local bonds in AMD, BYN, USD and EUR was GEL 405,057, GEL 13,722, GEL
606,225 and GEL 23,872 respectively. Bonds issued by the Group are listed on the Armenia Securities Exchange stock exchange and
Belarusian Currency and Stock Exchange.

268
Annual Report 2024 Lion Finance Group PLC
Financial Statements
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
21. Debt securities issued continued
Changes in liabilities arising from financing activities
Carrying amount at 31 December 2021
932,260
306,239
–
–
–
Repurchase of debt securities issued
(617,194)
–
–
–
–
issued
(31,581)
–
–
–
–
Foreign exchange movements
(39,915)
–
–
–
–
Other movements
(16,845)
(38,537)
–
–
–
Carrying amount at 31 December 2022
226,725
267,702
–
–
–
Repurchase of debt securities issued
(20,980)
–
–
–
–
issued
(230,995)
–
–
–
–
Proceeds from Tier 2 notes issued
–
–
78,921
–
–
Foreign exchange movements
(860)
–
1,428
–
–
Other movements
26,110
(590)
2,809
–
–
Carrying amount at 31 December 2023
–
267,112
83,158
–
–
issued
–
(283,570)
–
(119,806)
–
Proceeds from Additional Tier 1 notes
800,970
–
–
–
Proceeds from Tier 2 notes issued
–
–
51,126
–
–
Proceeds from local bonds issued
–
–
–
360,167
–
Business combination
–
–
–
764,018
122,844
Foreign exchange movements
–
40,881
5,120
36,049
1,333
Other movements
–
25,004
1,216
8,448
(868)
Carrying amount at 31 December 2024
–
850,397
140,620
1,048,876
123,309
In April 2024 JSC Bank of Georgia issued US$ 300 million (GEL 800,970) 9.5% perpetual subordinated callable Additional
Tier 1 notes.
In June 2024 JSC Bank of Georgia fully repaid US$ 100 million (GEL 283,570) Additional Tier 1 notes issued in 2019.
22. Accruals and deferred income
Accruals and deferred income comprise:
2024
2023
2022
Accruals for employee compensation
271,184
65,870
53,603
Deferred income
65,021
60,167
50,451
Other accruals
2,529
3,318
2,312
Total accruals and deferred income
338,734
129,355
106,366
23. Commitments and contingencies
Legal
Sai-Invest
As at 31 December 2024, JSC Bank of Georgia was engaged in litigation with Sai-Invest LLC (Sai-Invest) in relation to a deposit
pledge in the amount of EUR 7 million for the benefit of LTD Sport Invest’s loans owing to JSC Bank of Georgia. Sai-Invest has
challenged the validity of the deposit pledge in the Georgian courts, and its challenge has been substantially sustained in the Court
of Appeal, a determination which JSC Bank of Georgia believes to be erroneous and without merit, and which it has appealed to
the Supreme Court. The matter is currently under review by the Supreme Court, and the timeline as to when the judgment is to be
expected is not available. JSC Bank of Georgia’s management is of the opinion that the probability of incurring material losses on
this claim is low, and, accordingly, no provision has been made in these consolidated financial statements.
In the ordinary course of business, the Group is subject to legal actions and complaints. Management believes that the ultimate
liability, if any, arising from such actions or complaints will not have a material adverse effect on the financial condition or the results
of future operations of the Group or Lion Finance Group PLC.

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Annual Report 2024 Lion Finance Group PLC
23. Commitments and contingencies continued
Financial commitments and contingencies
As at 31 December 2024, 31 December 2023 and 31 December 2022, the Group’s financial commitments and contingencies
comprised the following:
2024
2023
2022
Financial and performance guarantees issued*
2,605,426
1,918,997
1,717,308
Undrawn loan facilities
1,393,229
1,014,951
869,061
Letters of credit
83,771
77,545
116,309
4,082,426
3,011,493
2,702,678
Less – Cash held as security against letters of credit and guarantees (note 19)
(290,692)
(334,092)
(121,753)
Less – Provisions
(5,996)
(6,304)
(5,127)
Capital expenditure commitments
15,232
7,559
6,790
Total commitments
3,800,970
2,678,656
2,582,588
* Out of total guarantees issued as at 31 December 2024 financial and performance guarantees of the Group comprised GEL 1,269,368 (31 December 2023: GEL 1,162,825,
31 December 2022: GEL 988,094) and GEL 1,336,058 (31 December 2023: GEL 756,172, 31 December 2022: GEL 729,214), respectively.
The Group discloses its undrawn loan facility balances based on the contractual terms and existing practice in regards to
disbursement of these amounts. The balances are disclosed as commitments if the Group has an established practice of disbursing
undrawn amounts without any subsequent approval.
24. Equity
Share capital
As at 31 December 2024 issued share capital comprised 44,498,147 (31 December 2023: 45,766,293, 31 December 2022: 47,498,982)
common shares of Lion Finance Group PLC, all of which were fully paid. Each share has a nominal value of one (1) British penny.
Shares issued and outstanding as at 31 December 2024 are described below:
ordinary shares
Share capital
31 December 2021
49,169,428
1,618
Buyback and cancellation of own shares
(1,670,446)
(55)
31 December 2022
47,498,982
1,563
Buyback and cancellation of own shares
(1,732,689)
(57)
31 December 2023
45,766,293
1,506
Buyback and cancellation of own shares
(1,268,146)
(42)
31 December 2024
44,498,147
1,464
In the second half of 2022, the Group commenced a share buyback and cancellation programme in amount of GEL 112,700 to reduce
its share capital and consistent with its dividend and capital distribution policy to target a dividend/share buyback payout ratio in
the range of 30-50% of annual profits. The Group appointed Numis Securities Limited to manage the programme and purchase
shares in the open market. The share buyback and cancellation programme was completed by the end of 2022 with purchased and
cancelled ordinary shares of 1,670,446.
On 16 February 2023, the Group’s Board of Directors approved a GEL 147,984 share buyback and cancellation programme. The share
buyback and cancellation programme was completed by June 2023 with purchased and cancelled ordinary shares of 1,584,259.
On 17 August 2023, the Group’s Board of Directors approved a GEL 62,000 share buyback and cancellation programme.
On 15 March 2024, the Group’s Board of Directors approved a GEL 100,000 extension of the share buyback and cancellation
programme which was completed in July 2024.
On 22 August 2024, the Group’s Board of Directors approved a GEL 73,400 share buyback and cancellation programme.

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Annual Report 2024 Lion Finance Group PLC
Financial Statements
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
24. Equity continued
Treasury shares
Treasury shares are held by the Group solely for the purpose of future employee share-based compensation.
The number of treasury shares held by the Group as at 31 December 2024, comprised 1,562,586 (31 December 2023: 2,155,535,
31 December 2022: 2,516,151), with a nominal amount of GEL 51 (31 December 2023: GEL 71, 31 December 2022: GEL 83).
Dividends
Shareholders are entitled to dividends in pounds sterling.
In 2024, 2023 and 2022 the Group distributed dividends on the shares vested and exercised during 2024, 2023 and 2022, respectively.
On 21 August 2024, the Board of Directors of Lion Finance Group PLC declared an interim dividend for 2024 of Georgian Lari
3.38 per share. The currency conversion period was set to be for the period 23 September to 27 September 2024, with the official
GEL:GBP exchange rate of 3.6380, resulting in a GBP-denominated final dividend of 0.93 per share. Payment of the total GEL
146,234 interim dividends was received by shareholders on 11 October 2024.
On 17 June 2024, the shareholders of Lion Finance Group PLC approved a final dividend for 2023 of Georgian Lari 4.94 per share.
The currency conversion period was set to be for the period 1 July to 5 July 2024, with the official GEL:GBP exchange rate of 3.5495,
resulting in a GBP-denominated final dividend of 1.3917 per share. Payment of the total GEL 226,220 final dividends was received by
shareholders on 19 July 2024.
On 16 August 2023, the Board of Directors of Lion Finance Group PLC approved an interim dividend for 2023 of Georgian Lari 3.06
per share. The currency conversion period was set to be for the period 2 October to 6 October 2023, with the official GEL:GBP
exchange rate of 3.2559, resulting in a GBP-denominated final dividend of 0.9398 per share. Payment of the total GEL 134,078
interim dividends was received by shareholders on 27 October 2023.
On 19 May 2023, the shareholders of Lion Finance Group PLC declared a final dividend for 2022 of Georgian Lari 5.80 per share. The
currency conversion period was set to be for the period 26 June to 30 June 2023, with the official GEL:GBP exchange rate of 3.3360,
resulting in a GBP-denominated final dividend of 1.7386 per share. Payment of the total GEL 262,549 final dividends was received by
shareholders on 14 July 2023.
On 16 August 2022, the Board of Directors of Lion Finance Group PLC declared an interim dividend for 2022 of Georgian Lari 1.85 per
share. The currency conversion period was set to be for the period 3 October to 7 October 2022, with the official GEL:GBP exchange
rate of 3.1671, resulting in a GBP-denominated final dividend of 0.5841 per share. Payment of the total GEL 84,418 interim dividends
was received by shareholders on 20 October 2022.
On 20 June 2022, the shareholders of Lion Finance Group PLC declared a final dividend for 2021 of Georgian Lari 2.33 per share. The
currency conversion period was set to be for the period 27 June to 1 July 2022, with the official GEL:GBP exchange rate of 3.5858,
resulting in a GBP-denominated final dividend of 0.6498 per share. Payment of the total GEL 112,096 final dividends was received by
shareholders on 11 July 2022.
Nature and purpose of other reserves
Unrealised gains and losses on investment securities
This reserve records fair value and ECL changes on investment securities.
Unrealised gains and losses from dilution or sale/acquisition of shares in existing subsidiaries
This reserve records unrealised gains and losses from dilution or sale/acquisition of shares in existing subsidiaries.
Foreign currency translation reserve
The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial
statements of subsidiaries with functional currency other than GEL. Movements on this account during the years ended
31 December 2024, 31 December 2023 and 31 December 2022, are presented in the statements of other comprehensive income.

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Annual Report 2024 Lion Finance Group PLC
24. Equity continued
The movements in other reserves were as follows:
subsidiaries
Ameriabank
Other
Other
31 December 2021
(6,823)
64,000
–
(60,825)
425
measured at FVOCI
29,232
–
–
–
–
designated at FVOCI
(1,369)
–
–
–
–
instruments measured at FVOCI reclassified to the
consolidated income statement
6,568
–
–
–
–
Realised loss on financial assets measured at FVOCI
(7,921)
–
–
–
–
Gain/(loss) from currency translation differences
844
(1)
–
(9,451)
(26)
Increase in share capital of subsidiaries
–
(89)
–
–
–
Other movement
–
–
–
–
–
31 December 2022
20,531
63,910
–
(70,276)
399
measured at FVOCI
25,000
–
–
–
–
at FVOCI
1,776
–
–
–
–
instruments measured at FVOCI reclassified to the
consolidated income statement
1,046
–
–
–
–
Realised loss on financial assets measured at FVOCI
(8,330)
–
–
–
–
Loss from currency translation differences
(4,360)
–
–
(8,344)
–
Increase in share capital of subsidiaries
–
34
–
–
–
Other movement
(1)
–
–
–
–
31 December 2023
35,662
63,944
–
(78,620)
399
measured at FVOCI
23,769
–
–
–
–
designated at FVOCI
1,630
–
–
–
–
instruments measured at FVOCI reclassified to the
consolidated income statement
1,785
–
–
–
–
Realised loss on financial assets measured at FVOCI
(4,541)
–
–
–
–
Gain/(loss) from currency translation differences
1,332
–
54,729
9,824
(5)
Increase in share capital of subsidiaries
–
(178)
–
–
–
Dilution of interests in subsidiaries
–
(88)
–
–
–
Other movement
–
–
–
–
1,144
31 December 2024
59,637
63,678
54,729
(68,796)
1,538
Earnings per share
2024
2023
2022
Profit for the year attributable to ordinary shareholders of the Group
2,476,943
1,391,277
1,439,507
Weighted average number of ordinary shares outstanding during the year
43,527,114
44,454,395
46,443,820
Basic earnings per share
56.9057
31.2967
30.9946
2024
2023
2022
Dilutive unvested share options
901,624
1,273,359
1,013,330
Weighted average number of ordinary shares adjusted for the effect of dilution
44,428,738
45,727,754
47,457,150
Diluted earnings per share
55.7509
30.4252
30.3328
Currency translation reserves

272
Annual Report 2024 Lion Finance Group PLC
Financial Statements
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
25. Net interest income
2024
2023
2022
Interest income calculated using EIR method
4,093,368
2,734,208
2,236,307
From loans to customers
3,427,246
2,314,552
1,915,677
From investment securities
552,448
356,945
297,528
From amounts due from credit institutions
109,124
76,633
47,864
From factoring receivables
11,065
458
1,376
Net (losses)/gains on modification of financial assets
(6,515)
(14,380)
(26,138)
Other interest income
46,532
14,053
20,574
From finance lease receivable
38,430
13,962
20,574
From investments securities measured at FVTPL
8,102
–
–
From other assets
–
91
–
Interest income
4,139,900
2,748,261
2,256,881
Interest expense calculated using EIR method
(1,739,767)
(1,132,227)
(1,081,376)
On client deposits and notes
(1,122,508)
(796,724)
(569,436)
On amounts owed to credit institutions
(472,570)
(290,198)
(426,950)
On debt securities issued
(136,096)
(45,305)
(84,990)
Other
(8,593)
–
–
Other interest expense
(1,629)
19,659
24,547
Interest element of cross-currency swaps
11,838
25,276
29,402
On lease liability
(13,467)
(5,617)
(4,855)
Interest expense
(1,741,396)
(1,112,568)
(1,056,829)
Deposit insurance fees
(37,657)
(20,247)
(17,717)
Net interest income
2,360,847
1,615,446
1,182,335
For the period ended 31 December 2024 the Group recognised GEL 419,060 (2023: GEL 297,662, 2022: GEL 283,381) interest income
from investment securities measured at FVOCI.
The Group is required to make regular contributions to the Deposit Insurance Agencies, calculated based on its deposit portfolio. In
the consolidated income statement, these contributions are presented as deposit insurance fees under net interest income, as they
are directly related to deposit acceptance activities .
26. Net fee and commission income
2024
2023
2022
Settlements operations
732,744
539,537
446,092
Guarantees and letters of credit
65,276
45,323
35,283
Currency conversion operations
52,295
49,370
34,546
Advisory
29,755
33,089
4,241
Cash operations
29,284
24,790
26,896
Brokerage service fees
20,060
8,759
7,676
Other
8,363
6,897
4,731
Fee and commission income
937,777
707,765
559,465
Settlements operations
(317,806)
(229,251)
(197,089)
Cash operations
(24,964)
(20,315)
(27,211)
Currency conversion operations
(11,928)
(10,146)
(6,403)
Brokerage service fees
(7,017)
(5,587)
(5,079)
Guarantees and letters of credit
(294)
(239)
(323)
Advisory
(186)
(301)
(316)
Other
(13,920)
(7,444)
(5,553)
Fee and commission expense
(376,115)
(273,283)
(241,974)
Net fee and commission income
561,662
434,482
317,491
Contract assets and liabilities
As at 31 December 2024, the Group has recognised GEL 65,021 revenue-related contract liabilities (2023: GEL 60,165, 2022: GEL
50,451). Accounts receivable are recognised when the right to consideration becomes unconditional. Deferred revenue is recognised
as revenue as the Group performs under the contract.
The Group does not adjust the promised amount of consideration for the effects of a significant financing component if the Group
expects, at contract inception, that the period between when the Group transfers a promised good or service to a customer and
when the customer pays for that good or service will be one year or less.
In 2024, the Group recognised GEL 54,996 revenue (2023: GEL 48,303, 2022: GEL 38,495) that relates to carried-forward contract
liabilities and was previously included in the deferred income.

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273
Annual Report 2024 Lion Finance Group PLC
25. Net interest income continued
Transaction price allocated to the remaining performance obligations
The following table includes revenue expected to be recognised in the future related to performance obligations that are unsatisfied
at the reporting date:
5 to 10 years
Total
As at 31 December 2024
61,453
1,509
1,917
38
104
65,021
As at 31 December 2023
55,733
2,428
1,325
594
87
60,167
As at 31 December 2022
47,793
2,466
128
46
18
50,451
27. Salaries and other employee benefits, and general and administrative expenses
Salaries and other employee benefits
2024
2023
2022
Salaries and bonuses
(742,452)
(405,764)
(350,758)
Social security costs
(8,343)
(7,899)
(6,818)
Pension costs
(7,195)
(5,791)
(4,443)
Salaries and other employee benefits
(757,990)
(419,454)
(362,019)
In 2024, salaries and bonuses include GEL 66,820 of the Equity Compensation Plan costs (2023: GEL 72,055, 2022: GEL 82,025),
associated with the existing share-based compensation scheme approved by the Group (note 30).
The average number of staff employed by the Group for the years ended 31 December 2024, 31 December 2023 and 31 December
2022, comprised:
2024
2023
2022
Bank of Georgia
7,733
6,981
6,324
Ameriabank
1,941
–
–
BNB
814
802
654
Other
1,220
1,072
1,041
Average total number of staff employed
11,708
8,855
8,019
General and administrative expenses
2024
2023
2022
Repairs and maintenance
(83,620)
(56,343)
(47,943)
Marketing and advertising
(63,421)
(44,645)
(35,316)
Legal and other professional services
(34,445)
(31,551)
(17,396)
Operating taxes
(18,909)
(13,397)
(13,539)
Personnel training and recruitment
(12,265)
(6,956)
(4,304)
Communication
(11,610)
(7,808)
(7,959)
Office supplies
(10,021)
(10,097)
(8,571)
Occupancy and rent
(9,915)
(7,136)
(6,257)
Travel expenses
(8,256)
(7,093)
(5,387)
Corporate hospitality and entertainment
(7,070)
(7,361)
(6,181)
Security
(6,517)
(4,369)
(3,219)
Insurance
(4,068)
(3,553)
(3,945)
Other
(9,080)
(5,059)
(4,433)
General and administrative expenses
(279,197)
(205,368)
(164,450)

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Annual Report 2024 Lion Finance Group PLC
Financial Statements
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
27. Salaries and other employee benefits, and general and administrative expenses continued
Auditor remuneration
Auditor remuneration comprises:
2024
2023
2022
Fees payable for the audit of the Company’s current year Annual Report
1,341
971
770
Audit of the Company’s subsidiaries
1,192
1,048
905
Total audit fees
2,533
2,019
1,675
Review of the Company’s and subsidiaries’ interim accounts
564
539
397
Other assurance services
42
32
32
Total audit-related fees
606
571
429
Other assurance services
–
4,620
12
Services related to corporate finance transactions not covered above
655
–
–
Total other services fees
655
4,620
12
Total fees
3,794
7,210
2,116
In 2023 other non-audit assurance services are related to the acquisition of Ameriabank.
Total non-audit fees exceeded a 1:1 non-audit fee to audit fee ratio in 2023 and the 70% non-audit services fee cap provision of
the Financial Reporting Council (FRC) Ethical Standard in 2024 and 2023, primarily attributed to reporting accounting work in
connection with the Ameriabank transaction. EY requested a two-year waiver from the FRC, which was granted.
The figures shown in the above table relate to fees of Ernst & Young LLP (EY) and its associates. In 2024, fees paid to other auditors
not associated with EY in respect of the audit of the Parent and Group’s subsidiaries were GEL 1,236 (2023: GEL 1,031, 2022: GEL
247), and in respect of other services of the Group were GEL 2,455 (2023: GEL 1,605, 2022: GEL 579).
28. Cost of risk
The table below shows ECL charges on financial instruments and provision for guarantees for the year recorded in the income
statement:
Stage 1
Stage 2
Stage 3
POCI
Individual
Collective
Collective
Individual
Collective
Individual
Collective
Total
Cash and cash equivalents
–
250
–
–
–
–
–
250
Amounts due from credit institutions
–
489
–
–
–
–
–
489
Investment securities measured at
amortised cost – debt instruments
–
408
–
–
–
–
–
408
debt instruments
–
(2,595)
–
–
–
–
–
(2,595)
Investment securities pledged under
sale and repurchase agreements and
securities lending at amortised cost – debt
instruments
–
24
–
–
–
–
–
24
lending at FVOCI – debt instruments
–
55
–
–
–
–
–
55
Loans to customers at amortised cost
(26,783)
(29,339)
19,498
(67,159)
(47,147)
(277)
3,673
(147,534)
Factoring receivables
–
135
–
–
–
–
–
135
Finance lease receivables
(230)
(487)
319
(2,292)
(1,308)
130
2,459
(1,409)
Accounts receivable and other loans
(58)
(235)
(3)
–
(63)
–
–
(359)
Other financial assets
–
–
–
(1,571)
–
–
–
(1,571)
Financial and performance guarantees
–
1,055
(457)
195
4
–
–
797
Letter of credit to customers
–
(68)
–
–
–
–
–
(68)
Other financial commitments
–
658
46
–
–
–
–
704
For the year ended 31 December 2024
(27,071)
(29,650)
19,403
(70,827)
(48,514)
(147)
6,132
(150,674)

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275
Annual Report 2024 Lion Finance Group PLC
28. Cost of risk continued
Stage 1
Stage 2
Stage 3
POCI
Individual
Collective
Collective
Individual
Collective
Individual
Collective
Total
Cash and cash equivalents
–
(182)
–
–
–
–
–
(182)
Amounts due from credit institutions
–
4,260
–
–
–
–
–
4,260
Investment securities measured at
amortised cost – debt instruments
–
3,284
–
–
–
–
–
3,284
debt instruments
–
(1,937)
–
–
–
–
–
(1,937)
Loans to customers at amortised cost
–
16,933
(8,121)
(446)
(129,119)
–
(3,727)
(124,480)
Factoring receivables
121
61
–
–
–
–
182
Finance lease receivables
–
(146)
(121)
(92)
(3,232)
–
829
(2,762)
Accounts receivable and other loans
–
–
–
(81)
–
–
–
(81)
Other financial assets
–
–
–
(3,854)
(1)
–
–
(3,855)
Financial and performance guarantees
–
284
(2)
24
5
–
–
311
Letter of credit to customers
–
15
–
–
–
–
–
15
Other financial commitments
–
721
13
–
–
–
–
734
For the year ended 31 December 2023
–
23,353
(8,170)
(4,449)
(132,347)
–
(2,898)
(124,511)
Stage 1
Stage 2
Stage 3
POCI
Individual
Collective
Collective
Individual
Collective
Individual
Collective
Total
Cash and cash equivalents
–
(334)
–
–
–
–
–
(334)
Amounts due from credit institutions
–
(5,179)
–
–
–
–
–
(5,179)
Investment securities measured at
amortised cost – debt instruments
–
(2,387)
–
–
–
–
–
(2,387)
debt instruments
–
(3,896)
–
–
–
–
–
(3,896)
Loans to customers at amortised cost
–
21,317
(15,372)
53,195
(177,169)
–
(10,598)
(128,627)
Factoring receivables
–
10
(61)
–
–
–
–
(51)
Finance lease receivables
–
292
487
784
(1,886)
–
(2,885)
(3,208)
Accounts receivable and other loans
–
–
–
(255)
–
–
–
(255)
Other financial assets
–
(4,205)
–
–
–
–
–
(4,205)
Financial and performance guarantees
–
(437)
6
32
2
–
–
(397)
Letter of credit to customers
–
(33)
–
65
–
–
–
32
Other financial commitments
–
140
292
–
–
–
–
432
For the year ended 31 December 2022
–
5,288
(14,648)
53,821
(179,053)
–
(13,483)
(148,075)
Impairment charge on other assets and provisions comprise:
2024
2023
2022
Litigation provision (charge)/reversal
(713)
(2,946)
46,645
Impairment (charge)/reversal on assets held for sale
(1,309)
(4,550)
(4,296)
Other impairment charge
(12,557)
(12,057)
(13,342)
Impairment (charge)/reversal on other assets and provisions
(14,579)
(19,553)
29,007
29. Net other gains/(losses)
2024
2023
2022
Net real estate gains/(losses)
22,409
91,868
20,498
Net gains/(losses) from revaluation of investment property
19,053
756
7,421
Net gains/(losses) on financial assets at FVTPL
8,928
(660)
(2,710)
Net gains/(losses) on derecognition of financial assets measured at FVOCI
4,541
12,520
7,921
Net other gains/(losses)
13,377
9,687
11,679
Net other gains/(losses)
68,308
114,171
44,809
During 2021-2023, the Group repossessed significant movable and immovable assets from a defaulted group of borrowers via the
public auction at a deep discount. The properties were classified as foreclosed assets and measured at the lower of cost and net
realisable value. The Group managed to realise various properties at then current market prices in 2023 and recorded respective real
estate gain in an amount of GEL 81,327 in its consolidated financial statements.

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Annual Report 2024 Lion Finance Group PLC
Financial Statements
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
30. Share-based payments
Executives’ Equity Compensation Plan (EECP) and Employees’ Equity Compensation Plan
In 2015, the Group set up the Executive Equity Compensation Trustee – Apex Group Fiduciary Limited (formerly Sanne Fiduciary
Services Limited) (the ‘Trustee’) which acts as the trustee of the Group’s EECP. In 2024, the Trustee repurchased 53,114 shares (2023:
585,864 shares and, 2022: 695,750 shares).
In 2019, the Group set up the Group’s Employee Equity Compensation Trustee – Apex Group Fiduciary Services Limited (formerly
Sanne Fiduciary Services Limited) (the ‘Trustee’) which acts as the trustee of Employees’ Equity Compensation Plan. In 2024, the
Trustee repurchased 135,674 shares (2023: 172,951 shares, 2022: 319,231 shares).
Share-based payment transactions fixed in monetary terms
In 2022, the Group introduced the new Remuneration Policy for the Management Board and key material risk taker (MRT)
employees. Under the new policy, part of the fixed component of the remuneration is fixed in monetary terms at the date of the
contract and shall be paid by award of the number of shares equivalent to the fixed monetary value as at the date of the award.
Such awards vest immediately following the award year and are subject to holding period of up to four years. For the CEO,
annual remuneration paid in shares is fixed every three years, whereas for other members of the Management Board and MRTs
remuneration is set annually. As for the variable share remuneration, it is awarded annually in the form of nil-cost options over
the shares of Lion Finance Group PLC and is also fixed in monetary terms at the date of the contract. Such awards are subject to
vesting and holding periods.
The awards of shares in monetary terms are accounted as equity-settled transactions and are measured by reference to the
monetary value (as awarded) adjusted for the time value of money where necessary. The cost of equity-settled transactions is
recognised together with the corresponding increase in equity as part of additional paid-in capital, over the period in which the
service conditions are fulfilled, ending on the date when the relevant employee is fully entitled to the award (the ‘vesting date’).
In 2024, Lion Finance Group PLC’s Remuneration Committee resolved to award 193,767 ordinary shares of Lion Finance Group PLC
to the members of the Management Board and 46,186 ordinary shares of Lion Finance Group PLC to the Group’s 16 Executives.
Shares awarded to the Management Board are subject to five-year vesting and two-year holding periods, while those awarded
to the other 16 Executives are subject to three-year vesting periods with continuous employment being the only vesting condition
for both awards. The Group considers 12 February 2024 as the grant date. The Group estimates that the fair value of the shares
awarded on 12 February 2024 was Georgian Lari 128.47 per share.
In 2023, Lion Finance Group PLC’s Remuneration Committee resolved to award 241,500 ordinary shares of Lion Finance Group PLC
to the members of the Management Board and 74,520 ordinary shares of Lion Finance Group PLC to the Group’s 18 Executives.
Shares awarded to the Management Board are subject to five-year vesting and two-year holding periods, while those awarded to
the other 18 Executives are subject to three-year vesting periods with continuous employment being the only vesting condition for
both awards. The Group considers 9 February, 10 May and 20 October 2023 as the grant date. The Group estimates that the fair
value of the shares awarded on 9 February, 10 May and 20 October 2023 was Georgian Lari 87.65, 99.04 and 106.31 per share.
In 2022, Lion Finance Group PLC’s Remuneration Committee resolved to award 350,017 ordinary shares of Lion Finance Group PLC
to the members of the Management Board and 54,851 ordinary shares of Lion Finance Group PLC to the Group’s 13 Executives.
Shares awarded to the Management Board are subject to two-year vesting and two-year holding periods, while those awarded
to the other 13 Executives are subject to three-year vesting periods with continuous employment being the only vesting condition
for both awards. The Group considers 31 January 2022 as the grant date. The Group estimates that the fair value of the shares
awarded on 31 January 2022 was Georgian Lari 59.98 per share.
In 2024, Management Board members signed fixed contingent share-based compensation agreements, with fixed contract value of
GEL 15,777. The Group considers 1 January 2024 as the grant dates for the awards. The Group estimated the value of the shares was
Georgian Lari 129.23 per share respectively, based on the five working day average share price before 25 December 2023 and using
the grant date exchange rates, respectively. The awards are subject to one-year vesting and four-year holding periods.
In 2024, the Group’s other executive members signed fixed contingent share-based compensation agreements, with fixed contract
value of GEL 4,973. The Group considers 1 January 2024 and 1 July 2024 as the grant dates for the awards. The Group estimated the
value of the shares were Georgian Lari 129.23 and 135.03 per share respectively, based on the five working day average share price
before 25 December 2023 and using grant date exchange rates, respectively. The awards are subject to one-year vesting and three-
year holding periods.
In 2023, Management Board members signed fixed contingent share-based compensation agreements, with fixed contract value
of GEL 16,248. The Group considers 1 January 2023 as the grant dates for the awards. The Group estimated the value of the
shares was Georgian Lari 82.91 per share respectively, based on the five working day average share price before 25 December 2022,
respectively. The awards are subject to one-year vesting and four-year holding periods.
In 2023, the Group’s other executive members signed fixed contingent share-based compensation agreements, with fixed contract
value of GEL 4,149. The Group considers 1 January 2023, 1 April 2023, 27 April 2023, 1 May 2023 and 1 June 2023 as the grant dates
for the awards. The Group estimated the value of the shares were Georgian Lari 82.91, 78.44, 76.77, 76.61 and 79.99 per share
respectively, based on the five working day average share price before 25 December 2022. The awards are subject to one-year
vesting and three-year holding periods.
In 2022, Management Board members signed fixed contingent share-based compensation agreements, with fixed contract value
of GEL 46,168. The Group considers 1 January 2022 and 30 June 2022 as the grant dates for the awards. The Group estimated the
value of the shares were Georgian Lari 64.10 and 60.77 per share respectively, based on the five working day average share price
before 25 December 2021. The awards are subject to one-year vesting and four-year holding periods.

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277
Annual Report 2024 Lion Finance Group PLC
30. Share-based payments continued
In 2022, the Group’s other executive members signed fixed contingent share-based compensation agreements, with fixed contract
value of GEL 4,493. The Group considers 1 January 2022 and 1 July 2022 as the grant dates for the awards. The Group estimated
the value of the shares were Georgian Lari 64.10 and 60.76 per share respectively, based on the five working day average share price
before 25 December 2021. The awards are subject to one-year vesting and three-year holding periods.
The Group grants share compensation to its non-executive employees. In 2024, 2023 and 2022, the Supervisory Board of the Group
resolved to award 139,461, 157,146 and 212,327 ordinary shares, respectively, to its certain non-executive employees. All these awards
are subject to three-year vesting periods, with continuous employment being the only vesting condition for all awards. The Group
considers 12 February 2024, 9 February 2023 and 31 January 2022 as the grant dates of these awards, respectively. The Group
estimated that the fair values of the shares awarded on 12 February 2024, 9 February 2023 and 31 January 2022 were Georgian Lari
128.47, 87.65 and 59.98 per share, respectively.
Summary
Fair value of the shares granted at the measurement date is determined based on available market quotations.
The weighted average fair value of share-based awards at the grant date amounted to Georgian Lari 128.71 per share in year ended
31 December 2024 (31 December 2023: Georgian Lari 84.87 per share, 31 December 2022: Georgian Lari 62.25).
The Group’s total share-based payment expenses for the year ended 31 December 2024 amounted to GEL 66,820 (31 December
2023: GEL 72,055, 31 December 2022: GEL 82,025) and are included in ‘salaries and other employee benefits’, as ‘salaries and
bonuses’. Below is the summary of the share-based payments-related data:
2024
2023
2022
Total number of equity instruments awarded
539,909
724,296
1,405,389
Among them, to the Management Board
315,858
437,461
1,071,053
Weighted average value at grant date, per share (GEL in full amount)
128.71
84.87
62.25
Value at grant date, total (GEL)
69,493
61,469
87,481
Total expense recognised during the year (GEL)
(66,820)
(72,055)
(82,025)
During 2024 Lion Finance Group PLC Directors exercised 179,031 (2023: 242,707, 2022: 70,646) shares with fair value of GEL 29,374
(2023: GEL 20,827, 2022: GEL 3,602). Weighted average share price was GEL 164.07 per share (2023: GEL 85.81, 2022: GEL 50.99).
31. Risk management
Introduction
Risk is inherent in the Group’s activities, but it is managed through a process of ongoing identification, measurement and monitoring,
subject to risk limits and other controls. This process of risk management is critical to the Group’s continuing profitability and each
individual within the Group is accountable for the risk exposures relating to his or her responsibilities. The Group faces various
financial risks (including credit risk, capital and liquidity risks, and market risk) as well as non-financial risks. For a comprehensive
discussion of the Group’s principal and emerging risks, please refer to page 95.
Risk management structure
The Group’s risk management framework and risk appetite framework policies are based on the three lines of defence model and
reflect the requirements of the corporate governance codes adopted by the NBG and the CBA. The three lines of defence model
enhances the understanding of risk management and control by clarifying roles and responsibilities within the Group’s different risk
management bodies and business units in order to increase the effective management of risk and control.
Audit Committees
The Audit Committees assist the Supervisory Boards in relation to the oversight of the Group’s respective principal operating
subsidiary’s financial and reporting processes. They monitor the integrity of the financial statements and are responsible for
governance around both the Internal Audit functions and External Auditor, reporting back to the respective Board. They review the
effectiveness of the policies, procedures and systems in place related to, among other operational risks, compliance, IT and internal
security (including cybersecurity), and work closely with the Risk Committees in connection with assessing the effectiveness of the
risk management and internal control framework.
Risk Committees
The Risk Committees assist the Supervisory Boards in relation to the oversight of risk. They review the Group’s principal operating
subsidiaries’ risk appetites in line with strategy, identify and monitor risk exposure and the risk management infrastructure,
oversee the implementation of strategy to address risk, and in conjunction with the Audit Committees, assess the strength and
effectiveness of the risk management and internal control framework within the entities.
Management Boards
Management Boards of the Group’s principal operating subsidiaries have overall responsibility for the respective entity’s asset,
liability and risk management activities, policies and procedures. In order to effectively implement the risk management system, the
Management Boards delegate individual risk management functions to each of the various decision-making and execution bodies
within the entities.

278
Annual Report 2024 Lion Finance Group PLC
Financial Statements
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
31. Risk management continued
Credit Committees
Group’s principal operating subsidiaries have several Credit Committees, each responsible for supervising and managing the entity’s
credit risks in respect of loans and counterparty credit exposures. For detailed information on how we manage credit risk within the
Group’s principal operating subsidiaries, please refer to pages 95 to 96.
Asset and Liability Management Committees
Principal operating subsidiaries have Asset and Liability Management Committees (ALCOs) that are responsible for establishing
policies and guidelines with respect to capital adequacy, market risks, liquidity and funding risk, interest rate and prepayment risks
and respective limits, money market general terms and credit exposure limits. The ALCOs review scenario analyses and stress tests,
regularly monitor compliance with the pre-set risk limits, and approve treasury deals.
Internal Audit
The Group’s principal operating subsidiaries have Internal Audit functions acting as the third line of defence and are responsible for
providing independent and objective assurance on the effectiveness of internal control, risk management and governance processes
within the entities. They evaluate and improve the effectiveness of risk management procedures and control systems through
systematic, disciplined reviews of key business processes and controls within the entity.
Internal Audit functions within the Group’s principal operating subsidiaries have a dual-reporting lines to both the local Supervisory
Board Audit Committees as well as the Board of Directors’ Audit Committee at the Group level.
Risk measurement and reporting systems
The Group’s principal operating subsidiaries apply a variety of risk metrics to measure their exposures, ranging from operational
indicators to forward looking/statistical model-based approaches and stress scenarios.
The Group’s principal operating subsidiaries have established risk appetite limits for their principal risks, which are approved by their
Supervisory Boards. Monitoring and controlling of these risks are performed with reference to these limits. Risk appetites stem from
Group’s strategic objectives and market environment in which the subsidiaries operate and they set the boundaries for the level of
risk the Group is willing to take. Market landscape is monitored continuously to ensure that any significant changes in the underlying
assumptions and/or conditions are identified and adapted in a timely manner.
Information compiled from all the businesses within the Group’s operating subsidiaries is examined and processed in order to
analyse, control and identify early risks. This information is presented and explained to the respective Management Board, and the
head of each Business Division. The reports include aggregate credit exposures, liquidity ratios and changes to the risk profile. Risk
Appetite Statements (RAS) are approved by the respective Supervisory Board annually and performance against RAS is reported to
the respective Risk Committee quarterly.
For all levels throughout the Group’s principal operating subsidiaries, specifically tailored risk reports are prepared and distributed in
order to ensure that all Business Divisions have access to extensive, relevant and up-to-date information.
Risk mitigation
As part of their overall risk management, the Group’s principal operating subsidiaries use derivatives and other instruments to
manage exposures resulting from changes in interest rates, foreign currencies, equity risks, credit risks, and exposures arising from
expected future transactions. While these are intended for hedging, they do not qualify for hedge accounting.
The Group’ principal operating subsidiaries actively use collateral to reduce credit risks (see below for more detail).
Excessive risk concentration
Concentrations arise when a number of counterparties are engaged in similar business activities, or activities in the same
geographic region, or these counterparties represent related parties to each other, or have similar economic features that would
cause their ability to meet contractual obligations to be similarly affected by changes in economic, political or other conditions.
Concentrations also involve combined, aggregate exposures of large and significant credits compared with the total outstanding
balance of the respective financial instrument. Concentrations indicate the relative sensitivity of the Group’s performance to
developments affecting a particular industry or geographical location.
In order to avoid excessive concentrations of risks, policies and procedures within the Group’s principal operating subsidiaries include
specific guidelines to focus on, maintaining a diversified portfolio of financial assets. Identified concentrations of credit risks or
liquidity/repayment risks are controlled and managed accordingly.

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Governance Financial Statements Additional Information
279
Annual Report 2024 Lion Finance Group PLC
31. Risk management continued
Credit risk
Credit risk is the risk that the Group will incur a loss because its customers fail to discharge their contractual obligations. The Group
manages and controls credit risk by setting limits on the amount of risk it is willing to accept for individual counterparties and for
geographical, industry, product and currency concentrations, and by monitoring exposures in relation to such limits.
The Group has established a credit quality review process to provide early identification of possible changes in the creditworthiness
of counterparties. Counterparty limits are established by the use of a credit risk classification system, which assigns each
counterparty a risk rating. Risk ratings are subject to regular revision.
The credit quality review process allows the Group to assess the potential loss as a result of the risks to which it is exposed and take
corrective action. The maximum credit exposure is limited to the carrying value of respective instruments and notional amounts of
guarantees and commitments provided.
Derivative financial instruments
Credit risk arising from derivative financial instruments is, at any time, limited to those with positive fair values, as recorded in the
statement of financial position.
Credit-related commitment risks
The Group makes available to its customers guarantees and letters of credit which may require that the Group make payments on
their behalf. Such payments are collected from customers based on the terms of the guarantee and letter of credit. They expose the
Group to similar risks to loans and these are mitigated by the same control processes and policies.
Credit quality per class of financial assets
The credit quality of financial assets is managed by the Group through internal and external credit ratings used in ECL calculations.
For corporate loan portfolios, the Group companies run internal rating models which incorporate both qualitative and quantitative
information and, in addition to information specific to each borrower, utilising supplemental external information that could affect
the borrower’s behaviour. It is the Group’s approach to maintain accurate and consistent risk ratings across the credit portfolio with
its policies. This facilitates focused management of the applicable risks and the comparison of credit exposures across all lines of
business, geographic regions and products. The rating systems are supported by a variety of financial analytics to provide the main
inputs for the measurement of counterparty risk. All internal risk ratings are tailored to the various categories and are derived in
accordance with the Group’s rating policies. Attributable risk ratings are assessed and updated regularly.
Bank of Georgia also uses external ratings provided by Credit Bureau for For retail, micro and SME loans.
The Group’s treasury, trading and inter-bank relationships and counterparties comprise financial services institutions, banks and
broker-dealers. For these, where external ratings provided by rating agencies are available, the Risk functions within the Group’s
principal operating subsidiaries use such external ratings. For those where external ratings are not available internal ratings are
assigned.
The table below shows internal and external grades used in ECL calculating.
Internal rating description*
Internal rating grades
Poor’s
Moody’s
High grade
Aaa
1
A
AAA
Aaa1-AA3
Aa1
2+
B
AA+
Aa1
Aa2
2
C1
AA
Aa2
Aa3
2-
C2
AA-
Aa3
A1
3+
C3
A+
A1
A2
3
A
A2
A3
3-
A-
A3
Baa1
4+
BBB+
Baa1
Baa2
4
BBB
Baa2
Baa3
4-
BBB-
Baa3
Standard grade
Ba1
5+
D1
BB+
Ba1
Ba2
5
D2
BB
Ba2
Ba3
5-
D3
BB-
Ba3
B1
6+
B+
B1
B2
6
B
B2
Low grade
B3
6-
E1
B-
B3
Caa1
7+
E2
CCC+
Caaa
Caa2
7
E3
CCC
Ca
Caa3
7-
CCC-
CCC+-
Ca
CC
CCC
* Grades are not supposed to be linked to each other across the rating categories above.

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Annual Report 2024 Lion Finance Group PLC
Financial Statements
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
31. Risk management continued
The table below shows the credit quality by class of asset in the statement of financial position, presented in gross amounts, based
on the Group’s credit rating system.
A defaulted financial asset that is past due more than 90 days is assessed as a non-performing loan or as determined on individual
basis based on other available information regarding financial difficulties of the borrower.
Other financial assets include receivables from remittance operations and other receivables.
Cash and cash equivalents, excluding cash on hand
Stage 1
Total
High grade
1,267,348
1,267,348
Standard grade
701,956
701,956
Low grade
57,095
57,095
Not rated
366,424
366,424
Balance at 31 December 2024
2,392,823
2,392,823
Amounts due from credit institutions
Stage 1
Total
High grade
7,425
7,425
Standard grade
3,035,912
3,035,912
Not rated
236,789
236,789
Balance at 31 December 2024
3,280,126
3,280,126
Investment securities measured at FVOCI – debt instruments
Stage 1
Total
High grade
2,365,268
2,365,268
Standard grade
3,544,491
3,544,491
Not rated
84,094
84,094
Balance at 31 December 2024
5,993,853
5,993,853
Investment securities measured at amortised cost – debt instruments
Stage 1
Total
High grade
1,951,318
1,951,318
Standard grade
658,350
658,350
Not rated
138,386
138,386
Balance at 31 December 2024
2,748,054
2,748,054
measured at FVOCI – debt instruments
Stage 1
Total
High grade
138,945
138,945
Standard grade
47,725
47,725
Balance at 31 December 2024
186,670
186,670
debt instruments
Stage 1
Total
Standard grade
270,199
270,199
Balance at 31 December 2024
270,199
270,199
Commercial loans at amortised cost
Stage 1
Stage 2
Stage 3
POCI
Total
High grade
6,273,922
42,973
–
389
6,317,284
Standard grade
3,933,578
65,195
–
425
3,999,198
Low grade
651,221
162,971
–
–
814,192
Not rated
771,904
6,932
–
–
778,836
Non-performing
–
–
188,704
14,457
203,161
Balance at 31 December 2024
11,630,625
278,071
188,704
15,271
12,112,671
Residential mortgage loans at amortised cost
Stage 1
Stage 2
Stage 3
POCI
Total
High grade
3,736,156
10,808
–
4,601
3,751,565
Standard grade
717,635
24,055
–
4,960
746,650
Low grade
97,729
101,558
–
6,958
206,245
Not rated
2,701,911
9,265
–
116
2,711,292
Non-performing
–
–
60,847
21,029
81,876
Balance at 31 December 2024
7,253,431
145,686
60,847
37,664
7,497,628

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Annual Report 2024 Lion Finance Group PLC
31. Risk management continued
Micro and SME loans at amortised cost
Stage 1
Stage 2
Stage 3
POCI
Total
High grade
2,309,395
25,236
–
346
2,334,977
Standard grade
1,428,020
59,770
–
149
1,487,939
Low grade
252,065
80,133
–
345
332,543
Not rated
1,907,877
31,579
91
171
1,939,718
Non-performing
–
–
190,230
62,575
252,805
Balance at 31 December 2024
5,897,357
196,718
190,321
63,586
6,347,982
Consumer loans at amortised cost
Stage 1
Stage 2
Stage 3
POCI
Total
High grade
3,503,803
10,343
–
1,879
3,516,025
Standard grade
1,532,755
41,342
–
3,455
1,577,552
Low grade
370,633
199,161
–
6,755
576,549
Not rated
1,576,584
11,033
–
–
1,587,617
Non-performing
–
–
114,877
15,869
130,746
Other
–
–
1
–
1
Balance at 31 December 2024
6,983,775
261,879
114,878
27,958
7,388,490
Gold – pawn loans at amortised cost
Stage 1
Stage 2
Stage 3
POCI
Total
High grade
70,790
113
–
–
70,903
Standard grade
49,746
516
–
–
50,262
Low grade
21,442
5,001
–
–
26,443
Not rated
3,888
19
–
–
3,907
Non-performing
–
–
2,727
–
2,727
Balance at 31 December 2024
145,866
5,649
2,727
–
154,242
Finance lease receivables
Stage 1
Stage 2
Stage 3
POCI
Total
High grade
9,308
366
–
3,781
13,455
Standard grade
101,504
58
–
2,870
104,432
Low grade
3,815
16
–
3,894
7,725
Not rated
285,888
516
–
–
286,404
Non-performing
–
–
9,300
6,559
15,859
Other
–
–
–
347
347
Balance at 31 December 2024
400,515
956
9,300
17,451
428,222
Factoring receivables
Stage 1
Stage 2
Stage 3
POCI
Total
High grade
31,947
–
–
–
31,947
Standard grade
3,936
–
–
–
3,936
Not rated
34,461
82
–
–
34,543
Non-performing
–
–
32
–
32
Balance at 31 December 2024
70,344
82
32
–
70,458
Accounts receivable
Stage 1
Stage 2
Stage 3
POCI
Total
High grade
3,524
–
–
–
3,524
Standard grade
91
–
–
–
91
Not rated
11,272
–
–
–
11,272
Balance at 31 December 2024
14,887
–
–
–
14,887
Other financial assets
Stage 1
Stage 2
Stage 3
POCI
Total
Not rated
195,982
–
–
–
195,982
Balance at 31 December 2024
195,982
–
–
–
195,982

282
Annual Report 2024 Lion Finance Group PLC
Financial Statements
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
31. Risk management continued
Financial and performance guarantees issued
Stage 1
Stage 2
Stage 3
POCI
Total
High grade
764,670
–
–
–
764,670
Standard grade
319,599
8,167
–
–
327,766
Low grade
37,929
28,374
–
–
66,303
Not rated
1,440,810
5,623
–
–
1,446,433
Other
–
–
254
–
254
Balance at 31 December 2024
2,563,008
42,164
254
–
2,605,426
Letters of credit
Stage 1
Stage 2
Stage 3
POCI
Total
High grade
78,830
–
–
–
78,830
Standard grade
3,328
–
–
–
3,328
Not rated
1,613
–
–
–
1,613
Balance at 31 December 2024
83,771
–
–
–
83,771
Undrawn loan facilities
Stage 1
Stage 2
Stage 3
POCI
Total
High grade
776,482
168
–
–
776,650
Standard grade
163,806
5,784
–
–
169,590
Low grade
3,877
3,474
–
1
7,352
Not rated
438,736
166
30
–
438,932
Non-performing
–
–
14
–
14
Other
–
–
677
14
691
Balance at 31 December 2024
1,382,901
9,592
721
15
1,393,229
Cash and cash equivalents, excluding cash on hand
Stage 1
Total
High grade
1,097,876
1,097,876
Standard grade
654,907
654,907
Low grade
32,398
32,398
Not rated
293,061
293,061
Balance at 31 December 2023
2,078,242
2,078,242
Amounts due from credit institutions
Stage 1
Total
High grade
1,734,224
1,734,224
Not rated
19,327
19,327
Balance at 31 December 2023
1,753,551
1,753,551
Investment securities measured at FVOCI – debt instruments
Stage 1
Total
High grade
2,277,147
2,277,147
Standard grade
2,058,495
2,058,495
Not rated
88,518
88,518
Balance at 31 December 2023
4,424,160
4,424,160
Investment securities measured at amortised cost – debt instruments
Stage 1
Total
High grade
415,713
415,713
Standard grade
160,758
160,758
Not rated
114,648
114,648
Balance at 31 December 2023
691,119
691,119
Commercial loans at amortised cost
Stage 1
Stage 2
Stage 3
POCI
Total
High grade
4,338,469
68,175
–
339
4,406,983
Standard grade
1,389,524
58,796
–
755
1,449,075
Low grade
132,265
372,006
–
–
504,271
Not rated
464,999
16,812
1
–
481,812
Non-performing
–
–
101,364
22,481
123,845
Balance at 31 December 2023
6,325,257
515,789
101,365
23,575
6,965,986

Strategic Report
Governance Financial Statements Additional Information
283
Annual Report 2024 Lion Finance Group PLC
31. Risk management continued
Residential mortgage loans at amortised cost
Stage 1
Stage 2
Stage 3
POCI
Total
High grade
3,346,499
11,608
–
4,209
3,362,316
Standard grade
714,568
45,712
–
3,689
763,969
Low grade
86,008
116,000
–
6,839
208,847
Not rated
153,263
732
–
131
154,126
Non-performing
–
–
37,771
16,214
53,985
Other
–
–
13,175
1,107
14,282
Balance at 31 December 2023
4,300,338
174,052
50,946
32,189
4,557,525
Micro and SME loans at amortised cost
Stage 1
Stage 2
Stage 3
POCI
Total
High grade
2,480,970
29,931
–
316
2,511,217
Standard grade
1,012,833
73,925
–
228
1,086,986
Low grade
75,930
76,380
–
242
152,552
Not rated
140,137
11,294
48
–
151,479
Non-performing
–
–
167,506
2,364
169,870
Other
–
–
871
47
918
Balance at 31 December 2023
3,709,870
191,530
168,425
3,197
4,073,022
Consumer loans at amortised cost
Stage 1
Stage 2
Stage 3
POCI
Total
High grade
2,693,767
7,996
–
2,406
2,704,169
Standard grade
1,179,793
50,968
–
3,069
1,233,830
Low grade
233,382
173,992
–
4,607
411,981
Not rated
218,817
1,273
90
–
220,180
Non-performing
–
–
91,584
16,090
107,674
Other
–
–
19,795
2,340
22,135
Balance at 31 December 2023
4,325,759
234,229
111,469
28,512
4,699,969
Gold – pawn loans at amortised cost
Stage 1
Stage 2
Stage 3
POCI
Total
High grade
65,002
48
–
–
65,050
Standard grade
40,495
733
–
–
41,228
Low grade
17,381
7,915
–
–
25,296
Not rated
14,538
–
273
–
14,811
Non-performing
–
–
2,566
–
2,566
Other
–
–
1,277
–
1,277
Balance at 31 December 2023
137,416
8,696
4,116
–
150,228
Finance lease receivables
Stage 1
Stage 2
Stage 3
POCI
Total
High grade
5,832
80
–
4,274
10,186
Standard grade
2,731
381
–
1,697
4,809
Low grade
475
1,261
–
2,161
3,897
Not rated
24,861
3,326
–
–
28,187
Non-performing
–
–
12,063
10,392
22,455
Other
–
–
–
557
557
Balance at 31 December 2023
33,899
5,048
12,063
19,081
70,091
Factoring receivables
Stage 1
Stage 2
Stage 3
POCI
Total
High grade
50,112
–
–
–
50,112
Standard grade
297
–
–
–
297
Low grade
1,222
–
–
–
1,222
Not rated
3,118
180
–
–
3,298
Non-performing
–
–
98
–
98
Balance at 31 December 2023
54,749
180
98
–
55,027

284
Annual Report 2024 Lion Finance Group PLC
Financial Statements
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
31. Risk management continued
Accounts receivable
Stage 1
Stage 2
Stage 3
POCI
Total
Not rated
52,696
–
–
–
52,696
Balance at 31 December 2023
52,696
–
–
–
52,696
Other financial assets
Stage 1
Stage 2
Stage 3
POCI
Total
Not rated
154,765
–
–
–
154,765
Balance at 31 December 2023
154,765
–
–
–
154,765
Financial and performance guarantees issued
Stage 1
Stage 2
Stage 3
POCI
Total
High grade
997,529
–
–
–
997,529
Standard grade
347,015
257
–
–
347,272
Low grade
264,715
161,350
–
–
426,065
Not rated
140,467
8
–
–
140,475
Non-performing
–
–
1,915
–
1,915
Other
–
–
5,741
–
5,741
Balance at 31 December 2023
1,749,726
161,615
7,656
–
1,918,997
Letters of credit
Stage 1
Stage 2
Stage 3
POCI
Total
High grade
69,260
–
–
–
69,260
Standard grade
7,546
–
–
–
7,546
Low grade
307
–
–
–
307
Not rated
432
–
–
–
432
Balance at 31 December 2023
77,545
–
–
–
77,545
Undrawn loan facilities
Stage 1
Stage 2
Stage 3
POCI
Total
High grade
668,644
215
12
–
668,871
Standard grade
240,974
1,203
–
–
242,177
Low grade
23,791
6,757
–
1
30,549
Not rated
71,305
278
–
–
71,583
Non-performing
–
–
1,764
7
1,771
Balance at 31 December 2023
1,004,714
8,453
1,776
8
1,014,951
Cash and cash equivalents, excluding cash on hand
Stage 1
Total
High grade
1,372,649
1,372,649
Standard grade
610,846
610,846
Low grade
18,466
18,466
Not rated
531,178
531,178
Balance at 31 December 2022
2,533,139
2,533,139
Amounts due from credit institutions
Stage 1
Total
High grade
2,396,898
2,396,898
Standard grade
11,871
11,871
Not rated
29,577
29,577
Balance at 31 December 2022
2,438,346
2,438,346
Investment securities measured at FVOCI – debt instruments
Stage 1
Stage 2
Stage 3
POCI
Total
High grade
2,335,392
–
–
–
2,335,392
Standard grade
1,546,907
–
–
–
1,546,907
Not rated
76,381
–
1,619
–
78,000
Balance at 31 December 2022
3,958,680
–
1,619
–
3,960,299
Investment securities measured at amortised cost – debt instruments
Stage 1
Total
High grade
129,670
129,670
Standard grade
197,658
197,658
Not rated
54,407
54,407
Balance at 31 December 2022
381,735
381,735

Strategic Report
Governance Financial Statements Additional Information
285
Annual Report 2024 Lion Finance Group PLC
31. Risk management continued
Commercial loans at amortised cost
Stage 1
Stage 2
Stage 3
POCI
Total
High grade
2,484,436
78,817
–
–
2,563,253
Standard grade
1,463,477
123,274
–
310
1,587,061
Low grade
231,147
388,875
–
1,187
621,209
Not rated
322,106
17,341
3,605
–
343,052
Non-performing
–
–
169,661
14,453
184,114
Other
–
–
3,322
–
3,322
Balance at 31 December 2022
4,501,166
608,307
176,588
15,950
5,302,011
Residential mortgage loans at amortised cost
Stage 1
Stage 2
Stage 3
POCI
Total
High grade
3,020,624
22,479
–
4,103
3,047,206
Standard grade
657,117
37,241
–
4,446
698,804
Low grade
107,484
108,764
–
3,402
219,650
Not rated
140,681
1,082
–
–
141,763
Non-performing
–
–
53,073
13,650
66,723
Other
–
–
16,584
2,474
19,058
Balance at 31 December 2022
3,925,906
169,566
69,657
28,075
4,193,204
Micro and SME loans at amortised cost
Stage 1
Stage 2
Stage 3
POCI
Total
High grade
2,025,930
43,580
–
347
2,069,857
Standard grade
1,018,480
67,959
–
361
1,086,800
Low grade
145,066
75,782
–
45
220,893
Not rated
281,213
13,142
10
207
294,572
Non-performing
–
–
135,965
1,658
137,623
Other
–
–
10,542
226
10,768
Balance at 31 December 2022
3,470,689
200,463
146,517
2,844
3,820,513
Consumer loans at amortised cost
Stage 1
Stage 2
Stage 3
POCI
Total
High grade
2,003,630
13,253
–
2,412
2,019,295
Standard grade
872,122
39,737
–
1,763
913,622
Low grade
202,919
159,751
–
2,021
364,691
Not rated
164,520
1,134
103
–
165,757
Non-performing
–
–
70,885
11,279
82,164
Other
–
–
51,004
5,521
56,525
Balance at 31 December 2022
3,243,191
213,875
121,992
22,996
3,602,054
Gold – pawn loans at amortised cost
Stage 1
Stage 2
Stage 3
POCI
Total
High grade
61,635
195
–
–
61,830
Standard grade
43,456
1,077
–
–
44,533
Low grade
39,509
7,339
–
–
46,848
Not rated
2,925
2
493
–
3,420
Non-performing
–
–
1,318
–
1,318
Other
–
–
6,605
–
6,605
Balance at 31 December 2022
147,525
8,613
8,416
–
164,554
Finance lease receivables
Stage 1
Stage 2
Stage 3
POCI
Total
High grade
17,702
4,495
–
–
22,197
Standard grade
–
694
–
–
694
Not rated
37,269
1,262
5,101
–
43,632
Non-performing
–
–
3,779
11,909
15,688
Other
–
–
5,229
3,302
8,531
Balance at 31 December 2022
54,971
6,451
14,109
15,211
90,742

286
Annual Report 2024 Lion Finance Group PLC
Financial Statements
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
31. Risk management continued
Factoring receivables
Stage 1
Stage 2
Stage 3
POCI
Total
High grade
690
–
–
–
690
Standard grade
7,262
–
–
–
7,262
Low grade
7,660
3,000
–
–
10,660
Not rated
4,753
–
–
–
4,753
Non-performing
–
–
35
–
35
Other
–
–
11
–
11
Balance at 31 December 2022
20,365
3,000
46
–
23,411
Accounts receivable
Stage 1
Stage 2
Stage 3
POCI
Total
Not rated
400,111
–
–
–
400,111
Balance at 31 December 2022
400,111
–
–
–
400,111
Other financial assets
Stage 1
Stage 2
Stage 3
POCI
Total
Not rated
104,107
–
–
–
104,107
Balance at 31 December 2022
104,107
–
–
–
104,107
Financial and performance guarantees issued
Stage 1
Stage 2
Stage 3
POCI
Total
High grade
1,049,817
103
–
–
1,049,920
Standard grade
241,914
4,357
–
–
246,271
Low grade
223,983
20,097
–
–
244,080
Not rated
163,278
111
–
–
163,389
Other
–
–
13,648
–
13,648
Balance at 31 December 2022
1,678,992
24,668
13,648
–
1,717,308
Letters of credit
Stage 1
Stage 2
Stage 3
POCI
Total
High grade
76,091
–
–
–
76,091
Standard grade
39,671
–
–
–
39,671
Not rated
547
–
–
–
547
Balance at 31 December 2022
116,309
–
–
–
116,309
Undrawn loan facilities
Stage 1
Stage 2
Stage 3
POCI
Total
High grade
498,164
306
–
–
498,470
Standard grade
259,919
6,168
–
–
266,087
Low grade
7,719
7,829
–
–
15,548
Not rated
87,136
82
–
1
87,219
Non-performing
–
–
1,537
1
1,538
Other
–
–
199
–
199
Balance at 31 December 2022
852,938
14,385
1,736
2
869,061
Types of collateral the Group accepts include real estate, movable properties as well as financial assets (deposits, shares and
guarantees) and other registered liens. Measurement and processing of collateral is governed by generally acceptable standards
and collateral-specific instructions. These transactions are structured under legally verified standard agreements where the pledges
are secured through public registry where eligible. The following table shows the ratio of the loan portfolio to the market value of
collateral held by the Group in respect of the portfolio. As at 31 December 2024, up to 81.9% of the collateral held has been revalued
within the last two years (2023: 80.1%, 2022: 78.6%).

Strategic Report
Governance Financial Statements Additional Information
287
Annual Report 2024 Lion Finance Group PLC
31. Risk management continued
amount
Unsecured
50%
50-80%
80-90%
90-100%
100-200%
200-300%
300-400%
Commercial loans
12,112,671
1,782,121
2,815,826
2,328,356
883,509
628,231
2,054,038
437,380
376,188
807,022
ECL coverage
1.30%
0.65%
0.52%
1.05%
0.48%
0.35%
3.47%
1.06%
1.54%
2.34%
loans
7,497,628
120,289
2,097,089
3,340,173
1,135,344
511,073
226,744
15,082
8,287
43,547
ECL coverage
0.20%
0.85%
0.03%
0.14%
0.21%
0.32%
1.72%
1.51%
0.39%
0.26%
Micro and SME loans
6,347,982
269,388
2,054,887
2,221,069
613,817
394,142
690,978
37,233
15,191
51,277
ECL coverage
1.56%
4.65%
0.41%
0.99%
1.27%
2.71%
4.98%
4.78%
5.18%
1.54%
Consumer loans
7,388,490
3,767,633
1,494,713
1,610,804
258,056
186,421
59,485
4,769
2,491
4,118
ECL coverage
2.14%
3.75%
0.14%
0.45%
0.80%
0.69%
5.25%
4.30%
11.08%
3.74%
Gold – pawn loans
154,242
–
14,273
56,400
27,234
39,053
16,041
13
1,228
–
ECL coverage
0.66%
N/A
0.01%
0.02%
0.01%
0.06%
0.27%
69.23%
N/A
n/a
cost, gross
33,501,013
5,939,431
8,476,788
9,556,802
2,917,960
1,758,920
3,047,286
494,477
403,385
905,964
amount
Unsecured
50%
50-80%
80-90%
90-100%
100-200%
200-300%
300-400%
Commercial loans
6,965,986
785,473
1,235,492
1,618,714
297,635
370,658
1,454,192
531,632
133,244
538,946
ECL coverage
1.44%
0.66%
0.55%
0.42%
0.21%
2.63%
2.11%
4.45%
2.41%
2.54%
loans
4,557,525
105,607
1,097,126
1,997,629
613,407
533,097
175,455
9,783
5,224
20,197
ECL coverage
0.50%
2.22%
0.00%
0.24%
0.73%
0.78%
3.56%
1.23%
2.28%
2.09%
Micro and SME loans 4,073,022
241,068
885,575
1,131,643
358,909
314,671
981,784
82,058
26,254
51,060
ECL coverage
1.76%
6.03%
0.01%
0.57%
0.79%
1.23%
3.85%
3.02%
4.57%
4.75%
Consumer loans
4,699,969
2,266,702
815,573
919,577
330,004
257,059
87,651
8,396
4,722
10,285
ECL coverage
2.80%
5.16%
0.01%
0.38%
0.83%
1.10%
5.61%
3.85%
4.36%
1.62%
Gold – pawn loans
150,228
–
4,362
49,324
93,706
1,083
790
941
–
22
ECL coverage
0.93%
N/A
0.02%
0.06%
0.24%
16.25%
27.72%
76.09%
N/A
81.82%
cost, gross
20,446,730
3,398,850
4,038,128
5,716,887
1,693,661
1,476,568
2,699,872
632,810
169,444
620,510
amount
Unsecured
50%
50-80%
80-90%
90-100%
100-200%
200-300%
300-400%
Commercial loans
5,302,011
701,020
1,037,528
900,866
158,713
245,750
1,243,415
340,917
70,694
603,108
ECL coverage
1.72%
2.82%
0.56%
1.18%
0.82%
1.56%
3.14%
1.18%
1.31%
1.01%
loans
4,193,204
120,439
981,034
1,859,064
532,412
441,719
230,274
8,114
2,665
17,483
ECL coverage
0.72%
2.45%
0.01%
0.38%
1.00%
1.45%
3.07%
4.42%
1.43%
4.06%
Micro and SME loans
3,820,513
399,854
885,724
966,056
278,684
280,462
800,119
73,083
30,447
106,084
ECL coverage
1.66%
4.79%
0.02%
0.41%
0.92%
1.48%
2.92%
3.42%
4.59%
5.88%
Consumer loans
3,602,054
1,794,035
629,846
694,153
217,045
174,755
83,286
4,926
1,196
2,812
ECL coverage
3.76%
6.79%
0.03%
0.51%
1.36%
1.59%
4.58%
7.69%
0.92%
1.53%
Gold – pawn loans
164,554
1
8,589
58,481
94,082
2,044
1,338
–
–
19
ECL coverage
3.31%
N/A
50.54%
0.07%
0.30%
13.65%
35.87%
N/A
N/A
84.21%
cost, gross
17,082,336
3,015,349
3,542,721
4,478,620
1,280,936
1,144,730
2,358,432
427,040
105,002
729,506
Carrying amount per class of financial assets whose terms have been renegotiated
During the year, the Group modified the contractual cash flows on certain loans and advances to customers. All such loans had
previously been transferred to at least Stage 2, with a loss allowance measured at an amount equal to lifetime ECLs.

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Financial Statements
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
31. Risk management continued
The following table provides information on financial assets that were modified while they had a loss allowance measured at an
amount equal to lifetime ECL:
Commercial loans
595,934
(1,292)
Residential mortgage loans
52,254
980
Micro and SME loans
228,178
(1,511)
Consumer loans
330,820
(4,880)
Loans to customers
1,207,186
(6,703)
Receivables from factoring
–
–
Finance lease receivables
–
–
Total loans to customers, factoring and finance lease receivables
1,207,186
(6,703)
Commercial loans
710,073
599
Residential mortgage loans
44,848
(131)
Micro and SME loans
168,593
(2,362)
Consumer loans
287,667
(12,791)
Loans to customers
1,211,181
(14,685)
Finance lease receivables
839
138
Total loans to customers, factoring and finance lease receivables
1,212,020
(14,547)
Commercial loans
621,067
2,169
Residential mortgage loans
73,863
(3,081)
Micro and SME loans
173,382
(2,524)
Consumer loans
305,726
(25,835)
Loans to customers
1,174,038
(29,271)
Finance lease receivables
–
–
Total loans to customers, factoring and finance lease receivables
1,174,038
(29,271)
The gross carrying value of loans that have previously been modified (when they were in Stage 2 or 3) which are now categorised as
Stage 1, with loss allowance measured at an amount equal to 12 months expected losses, are shown in the table below:
Commercial loans
49,381
(369)
Residential mortgage loans
53,534
(19)
Micro and SME loans
35,161
(169)
Consumer loans
10,132
(109)
Loans to customers
148,208
(666)
Receivables from factoring
–
–
Finance lease receivables
–
–
Total loans to customers, factoring and finance lease receivables
148,208
(666)

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31. Risk management continued
Commercial loans
96,127
(255)
Residential mortgage loans
63,193
(51)
Micro and SME loans
39,912
(98)
Consumer loans
14,217
(49)
Loans to customers
213,449
(453)
Finance lease receivables
–
–
Total loans to customers, factoring and finance lease receivables
213,449
(453)
Commercial loans
10,100
(24)
Residential mortgage loans
72,919
(104)
Micro and SME loans
40,925
(129)
Consumer loans
19,482
(204)
Loans to customers
143,426
(461)
Finance lease receivables
–
–
Total loans to customers, factoring and finance lease receivables
143,426
(461)
The geographical concentration of the Group’s assets and liabilities is set out below:
Georgia
Armenia
OECD
countries
Total
Cash and cash equivalents
1,026,987
874,811
1,221,114
630,271
3,753,183
Amounts due from credit institutions
2,424,248
813,763
7,423
33,031
3,278,465
Investment securities
3,675,246
832,241
3,835,143
626,091
8,968,721
agreements and securities lending
–
344,721
138,945
–
483,666
receivables
23,534,771
9,194,547
25,638
803,918
33,558,874
Accounts receivables and other loans
7,643
–
–
1,168
8,811
All other assets
1,520,592
426,332
135,249
73,895
2,156,168
32,189,587
12,486,415
5,363,512
2,168,374
52,207,888
Client deposits and notes
19,073,711
6,858,108
1,505,925
5,764,266
33,202,010
Amounts owed to credit institutions
2,987,091
363,586
4,454,019
875,537
8,680,233
Debt securities issued
979,869
843,281
317,500
114,366
2,255,016
Lease liability
168,948
90,949
–
14,538
274,435
All other liabilities
278,063
354,351
37,749
110,804
780,967
23,487,682
8,510,275
6,315,193
6,879,511
45,192,661
Net balance sheet position
8,701,905
3,976,140
(951,681)
(4,711,137)
7,015,227

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Financial Statements
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
31. Risk management continued
2023
2022
Georgia
OECD
countries
Total
Georgia
OECD
countries
Total
Cash and cash equivalents
1,523,046
975,099
603,679
3,101,824
1,508,225
1,453,844
622,774
3,584,843
Amounts due from credit institutions
1,733,898
–
18,759
1,752,657
2,358,551
54,175
20,302
2,433,028
Investment securities
2,368,874
2,332,754
428,129
5,129,757
1,798,172
2,436,465
115,092
4,349,729
Loans to customers, factoring and
finance lease receivables
19,532,803
–
699,918
20,232,721
16,339,883
–
521,823
16,861,706
All other assets
1,314,511
150,031
76,057
1,540,599
1,473,703
120,271
78,620
1,672,594
26,473,132
3,457,884
1,826,542
31,757,558
23,478,534
4,064,755
1,358,611
28,901,900
Client deposits and notes
14,880,493
1,138,532
4,503,714
20,522,739
13,017,449
966,722
4,277,226
18,261,397
Amounts owed to credit institutions
2,369,365
2,257,129
529,515
5,156,009
2,622,787
2,142,083
501,783
5,266,653
Debt securities issued
273,923
147,436
–
421,359
312,053
333,915
–
645,968
Lease liability
128,725
–
13,209
141,934
101,402
–
13,068
114,470
All other liabilities
396,104
87,254
12,323
495,681
275,030
81,893
7,667
364,590
18,048,610
3,630,351
5,058,761
26,737,722
16,328,721
3,524,613
4,799,744
24,653,078
Net balance sheet position
8,424,522
(172,467)
(3,232,219)
5,019,836
7,149,813
540,142
(3,441,133)
4,248,822
Offsetting financial assets and financial liabilities
The disclosures set out in the tables below include financial assets and financial liabilities that:
• are offset in the Group’s statement of financial position; or
• are subject to an enforceable master netting arrangement or similar agreement that covers similar financial instruments,
irrespective of whether they are offset in the statement of financial position.
The similar agreements include derivative agreements, global master repurchase agreements, and global master securities lending
agreements. Similar financial instruments include derivatives, sales and repurchase agreements, reverse sale and repurchase
agreements and securities borrowing and lending agreements. Financial instruments such as loans and deposits are not disclosed in
the table below unless they are offset in the statement of financial position.
The Group receives and accepts collateral in the form of marketable securities in respect of sale and repurchase, and reverse sale
and repurchase agreements. Such collateral is subject to the standard industry terms. This means that securities received/given as
collateral can be pledged or sold during the term of the transaction but must be returned on maturity of the transaction. The terms
also give each counterparty the right to terminate the related transitions upon the counterparty’s failure to post collateral. The
above arrangements do not meet the criteria for offsetting in the statement of financial position. This is because they create a right
of set-off of recognised amounts that is enforceable only following an event of default, insolvency or bankruptcy of the Group or the
counterparties. In addition, the Group and its counterparties do not intend to settle on a net basis or to realise the assets and settle
the liabilities simultaneously. The table below shows financial assets and financial liabilities subject to offsetting, enforceable master
netting arrangements and similar arrangements as at 31 December 2024:
cash collateral*
Cash collateral
Receivables from repo operations
217,146
–
217,146
(217,146)
–
–
Derivative financial assets
25,000
–
25,000
(422)
–
24,578
Total financial assets
242,146
–
242,146
(217,568)
–
24,578
Payables under repo operations
319,212
–
319,212
(319,212)
–
–
Derivative financial liabilities
9,083
–
9,083
(9,083)
–
–
Total financial liabilities
328,295
–
328,295
(328,295)
–
–
* The collateral amounts are limited to net balance sheet exposure so as to not include overcollateralisation.
Currency translation reserves

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31. Risk management continued
Liquidity risk and funding management
Liquidity risk is the risk that the Group will be unable to meet its payment obligations when they fall due under normal and stress
circumstances. To limit this risk, management has arranged diversified funding sources in addition to its core deposit base, manages
assets with liquidity in mind, and monitors future cash flows and liquidity on a regular basis. This incorporates an assessment of
expected cash flows and the availability of high-grade collateral which could be used to secure additional funding if required.
The Group maintains a portfolio of highly marketable and diverse assets that can be easily liquidated in the event of an unforeseen
interruption of cash flow. The Group also has committed lines of credit that it can access to meet liquidity needs. In addition, the
Group maintains a cash deposit (obligatory reserve) with the NBG and the CBA, the amount of which depends on the level of
customer funds attracted.
The liquidity position is assessed and managed by the Group primarily on a standalone JSC Bank of Georgia and Ameriabank CJSC
basis, based on certain liquidity ratios established by the NBG and the CBA, respectively. The banks in Georgia and Armenia, absent
a stress-period, are required to maintain a liquidity coverage ratio no lower than 100%. The liquidity coverage ratio of JSC Bank of
Georgia and Ameriabank CJSC as at 31 December 2024 was 138.6% and 195.7% respectively (2023: JSC Bank of Georgia 125.2%,
2022: JSC Bank of Georgia 132.4%).
JSC Bank of Georgia and Ameriabank CJSC hold a comfortable buffer on top of net stable funding ratio (NSFR) requirement of
100%. A solid buffer over NSFR provides stable funding sources over a longer time span. This approach is designed to ensure that
the funding framework is sufficiently flexible to secure liquidity under a wide range of market conditions. NSFR of JSC Bank of
Georgia and Ameriabank CJSC as at 31 December 2024 was 130.7% and 128.8% respectively, (2023: JSC Bank of Georgia 130.4%,
2022: JSC Bank of Georgia 131.9%), all comfortably above the NBG’s and the CBA’s minimum regulatory requirements, respectively.
The Group also matches the maturity of financial assets and financial liabilities and regularly monitors negative gaps compared with
JSC Bank of Georgia’s and Ameriabank CJSC’s standalone total regulatory capital calculated per the NBG and the CBA regulations.
The table below summarises the maturity profile of the Group’s financial liabilities based on contractual undiscounted repayment
obligations, expect for other liabilities, which are presented at carrying amounts due to the short-term nature of these liabilities.
Repayments that are subject to notice are treated as if notice were to be given immediately. However, the Group expects that many
customers will not request repayment on the earliest date the Group could be required to pay, and the table does not reflect the
expected cash flows indicated by the Group’s deposit retention history.
5 years
Total
Client deposits and notes
15,042,587
15,869,646
3,143,839
79,730
34,135,802
Amounts owed to credit institutions
4,364,016
1,128,148
3,411,160
719,638
9,622,962
Debt securities issued
143,273
489,974
1,958,194
186,547
2,777,988
Lease liability
15,550
46,089
171,473
118,769
351,881
Derivative financial liabilities
6,228
978
1,877
–
9,083
Other liabilities
338,527
4,802
1,281
109
344,719
Total undiscounted financial liabilities
19,910,181
17,539,637
8,687,824
1,104,793
47,242,435
5 years
Total
Client deposits and notes
8,491,287
10,559,684
1,963,380
73,382
21,087,733
Amounts owed to credit institutions
2,777,202
569,441
1,773,329
836,493
5,956,465
Debt securities issued
406
204,747
452,747
83,158
741,058
Lease liability
9,077
27,435
100,420
26,499
163,431
Derivative financial liabilities
12,300
12,302
1,177
–
25,779
Other liabilities
139,434
730
1,192
133
141,489
Total undiscounted financial liabilities
11,429,706
11,374,339
4,292,245
1,019,665
28,115,955

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Financial Statements
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
31. Risk management continued
5 years
Total
Client deposits and notes
8,278,805
8,366,525
1,946,856
342,592
18,934,778
Amounts owed to credit institutions
3,300,204
623,612
1,310,937
654,002
5,888,755
Debt securities issued
7,843
343,014
411,265
–
762,122
Lease liability
7,633
22,444
77,028
16,756
123,861
Derivative financial liabilities
43,876
14,401
743
–
59,020
Other liabilities
98,779
455
319
118
99,671
Total undiscounted financial liabilities
11,737,140
9,370,451
3,747,148
1,013,468
25,868,207
The table below shows the contractual expiry by maturity of the Group’s financial commitments and contingencies which can
contractually be called within three months.
5 years
Total
31 December 2024
1,704,714
1,223,799
1,125,875
43,270
4,097,658
31 December 2023
1,349,928
634,601
1,006,963
27,560
3,019,052
31 December 2022
1,280,906
623,036
775,683
29,843
2,709,468
The Group expects that not all guarantees or commitments will be drawn before expiry of the commitment.
The maturity analysis does not reflect the historical stability of current accounts. Their liquidation has historically taken place over a longer
period than indicated in the tables above. These balances are included in amounts due in less than three months in the tables above.
Market risk
Market risk is the risk that the fair value or future cash flows of financial instruments will fluctuate due to changes in market
variables such as interest rates, foreign exchanges, and equity prices. The Group classifies exposures to market risk into either
trading or non-trading portfolios. Trading and non-trading positions are managed and monitored using sensitivity analysis.
Interest rate risk
Interest rate risk arises from the possibility that changes in interest rates will affect future cash flows or the fair values of financial
instruments. The following table demonstrates the sensitivity to a reasonably possible change in interest rates, with all other
variables held constant, on the Group’s consolidated income statement.
The sensitivity of the consolidated income statement is the effect of the assumed changes in interest rates on the net interest
income for the year, based on the floating rate non-trading financial assets and financial liabilities held at 31 December 2024.
Changes in basis points are calculated as standard deviations of daily changes in floating rates over the last month multiplied by
respective floating rates. During the years ended 31 December 2024, 2023 and 2022, sensitivity analysis did not reveal any significant
potential effect on the Group’s equity.
GEL
21
5,116
3,933
EUR
10
218
–
USD
11
449
2,565
GEL
21
(5,116)
(3,933)
EUR
10
(218)
–
USD
11
(449)
(2,565)

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31. Risk management continued
GEL
22
6,541
2,289
EUR
8
707
2
USD
12
813
101
GEL
22
(6,541)
(2,289)
EUR
8
(707)
(2)
USD
12
(813)
(101)
GEL
14
2,432
1,348
EUR
24
3,732
107
USD
21
1,624
1,022
GEL
14
(2,432)
(1,348)
EUR
24
(3,732)
(107)
USD
21
(1,624)
(1,022)
Currency risk
Currency risk is the risk that the value of a financial instrument will fluctuate due to changes in foreign exchange rates. The
Management Board has set limits on positions by currency based on the NBG regulations. Positions are monitored daily.
The tables below indicate the currencies to which the Group had significant exposure at 31 December 2024 on its monetary assets
and liabilities. The analysis calculates the effect of a reasonably possible movement of the currency rate against the Georgian Lari
and Armenian Dram, with all other variables held constant on the income statement. The reasonably possible movement of the
currency rate against the Georgian Lari and Armenian Dram are calculated as a standard deviation of daily changes in exchange
rates over the 12 months. A negative amount in the table reflects a potential net reduction in the income statement or equity, while
a positive amount reflects a net potential increase. During the years ended 31 December 2024, 31 December 2023 and 31 December
2022, sensitivity analysis did not reveal any significant potential effect on the Group’s equity.
2024
2023
2022
EUR
8.7%
(2,213)
8.8%
(323)
13.4%
1,251
USD
6.8%
(6,410)
4.9%
14,415
10.9%
806
EUR
6.2%
2,335
USD
2.8%
4,206
GBP
6.7%
(5,267)

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Financial Statements
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
31. Risk management continued
Prepayment risk
Prepayment risk is the risk that the Group will incur a financial loss because its customers and counterparties repay or request
repayment earlier than expected, such as fixed rate mortgages when interest rates fall, or other credit facilities, for similar reasons.
The Group calculates the effect of early repayments by calculating the weighted average rates of early repayments across each
loan product individually, applying these historical rates to the outstanding carrying amount of respective products as at the
reporting date and multiplying by the weighted average effective annual interest rates for each product. The model does not make a
distinction between different reasons for repayment (e.g. relocation, refinancing or renegotiation) and takes into account the effect
of any prepayment penalties on the Group’s income.
The estimated effect of prepayment risk on net interest income of the Group for the years ended 31 December 2024, 31 December
2023 and 31 December 2022, is as follows:
2024
(221,242)
2023
(71,177)
2022
(51,899)
Operational risk
Operational risk is the risk of loss arising from systems failure, human error, fraud or external events. When controls fail to perform,
operational risks can cause damage to reputation, have legal or regulatory implications, or lead to financial loss. The Group cannot
expect to eliminate all operational risks, but through a control framework and by monitoring and responding to potential risks,
the Group is able to manage the risks. Controls include effective segregation of duties, access, authorisation and reconciliation
procedures, staff education and assessment processes, including the use of Internal Audit.
Operating environment
The Group’s principal subsidiaries operate in Georgia and Armenia. Both countries, as developing economies, lack the well-
established business and regulatory infrastructure typically found in more mature markets. Consequently, operations in these
regions involve risks not generally encountered in developed economies. These include the limited convertibility of the Georgian Lari
and Armenian Dram and underdeveloped debt and equity markets. Moreover, as Georgia and Armenia are small open economies,
they are significantly exposed to global and regional disruption. Political uncertainty, such as the one following Georgia’s October
2024 parliamentary elections, could impact consumer and business sentiment, potentially leading to weaker economic growth and
GEL depreciation. Armenia also faces several country-specific challenges, including unresolved border issues with Azerbaijan and
strained relations with Russia, which further complicate the operating environment.
Despite these risks, both Georgia and Armenia have improved their investment climates over the past decade. Key reforms in
banking, judicial, taxation and regulatory systems, including updated tax codes and procedural laws, have contributed to a more
favourable business environment. The Board views these reforms as reducing the risks of operating in these countries. Furthermore,
both countries have demonstrated sound macroeconomic management, with prudent monetary policies and fiscal discipline in place
to mitigate potential adverse effects.
The trend of improving business conditions is expected to continue, with the future stability of the economies relying on effective
government policies and reforms, alongside regional and global developments.
Emerging risks
The Group continues to monitor and assess emerging risks, with climate risk remaining a key focus since its identification in
2021. Recognising the evolving and complex nature of climate-related risks, the Group enhanced it’s assessment approach in
2024, transitioning from qualitative to quantitative analysis, with a particular emphasis on credit risk. This year’s focus was on
understanding inherent risks from both physical and transition factors and evaluating potential financial impacts across the
Group’s portfolio. For the remaining prudential risk categories — liquidity, capital, market, operational and reputational — the Group
conducted qualitative analyses to explore how climate change could drive risks under different scenarios.
The Group’s materiality analysis on credit risk, completed as of 31 December 2024, assessed exposures to physical and transition
risks over a medium-term horizon (2040), aligned with loan maturities. The findings highlighted drought as the most significant
physical risk under the SSP5-8.5 scenario (refer to the Climate-related disclosures section starting on page 60), particularly
impacting agriculture clients. Heatwaves and floods also emerged as notable risks, though with less severity. On the transition risk
side, the Delayed Transition scenario revealed the highest exposures, primarily concentrated in the manufacturing sector, driven by
potential indirect emission costs. High-emitting sectors are particularly vulnerable under this scenario due to abrupt policy shifts
that could lead to substantial increases in carbon costs.
To better understand how these risks may evolve, the Group conducted scenario analyses focusing on SSP5-8.5 and Delayed
Transition pathways. Physical risks under SSP5-8.5 were assessed for both short-term (2030) and long-term (2050) horizons,
revealing a significant escalation over time, primarily due to increasing drought and heatwave events. Transition risks under the
Delayed Transition scenario are expected to rise sharply over the long term, while short-term impacts remain limited.
While climate change is not currently considered a material factor in the credit assessment of individual clients, the Group plans to
expand climate data collection, particularly for high-carbon-intensive sectors. This includes gathering information on greenhouse
(GHG) emissions, decarbonisation plans and asset-level location data to enhance future risk analysis.

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Annual Report 2024 Lion Finance Group PLC
31. Risk management continued
Retail client exposure to climate-related risks was not included in this year’s materiality analysis. Assessments for this segment are
planned for future analysis to better understand potential exposures to both physical and transition risks.
As of 31 December 2024, management does not consider climate-related risks to have a material impact on the Group’s critical
judgements and estimates in the short to medium term. Consequently, no adjustments have been made to provisions related to
climate risk. The Group will continue its analysis through ongoing climate stress testing to further refine risk assessments and
evaluate future adjustments as necessary.
The Group has disclosed climate-related risks in line with the Task Force on Climate-related Financial Disclosures (TCFD)
recommendations, detailed on page 60.
32. Fair value measurements
Fair value hierarchy
For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities on the basis of the nature,
characteristics and risks of the asset or liability. The following tables show analysis of assets and liabilities measured at fair value or
for which fair values are disclosed by level of the fair value hierarchy:
At 31 December 2024
Level 1
Level 2
Level 3
Total
Total investment properties
–
–
134,338
134,338
–
–
13,204
13,204
–
–
86,388
86,388
–
–
34,746
34,746
Investment securities measured at FVOCI and FVTPL
1,742,883
4,446,192
33,254
6,222,329
Investment securities pledged under sale and repurchase agreements and
securities lending measured at FVOCI and FVTPL
–
213,875
–
213,875
Other assets – derivative financial assets
–
25,000
–
25,000
Investment securities measured at amortised cost – debt instruments
251,470
2,518,426
–
2,769,896
Investment securities pledged under sale and repurchase agreements and
securities lending measured at amortised cost – debt instruments
–
267,327
–
267,327
–
34,268
32,597,338
32,631,606
Other liabilities – derivative financial liabilities
–
9,083
–
9,083
Client deposits and notes
–
25,238,507
7,988,086
33,226,593
Amounts owed to credit institutions
–
5,513,290
3,139,345
8,652,635
Debt securities issued
–
1,855,757
372,793
2,228,550
Lease liability
–
20,612
254,850
275,462
At 31 December 2023
Level 1
Level 2
Level 3
Total
Total investment properties
–
–
124,068
124,068
–
–
4,844
4,844
–
–
87,758
87,758
–
–
31,466
31,466
Investment securities measured at FVOCI and FVTPL
7,726
4,424,206
7,519
4,439,451
Other assets – derivative financial assets
–
10,942
–
10,942
Investment securities measured at amortised cost – debt instruments
–
692,781
–
692,781
–
–
19,476,015
19,476,015
Other liabilities – derivative financial liabilities
–
25,779
–
25,779
Client deposits and notes
–
20,469,692
72,620
20,542,312
Amounts owed to credit institutions
–
3,735,221
1,416,771
5,151,992
Debt securities issued
–
270,524
148,134
418,658
Lease liability
–
13,209
130,236
143,445

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Financial Statements
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
32. Fair value measurements continued
At 31 December 2022
Level 1
Level 2
Level 3
Total
Total investment properties
–
–
166,546
166,546
–
–
9,008
9,008
–
–
112,890
112,890
–
–
44,648
44,648
Investment securities measured at FVOCI and FVTPL
5,285
3,960,360
5,547
3,971,192
Other assets – derivative financial assets
–
39,270
–
39,270
Other assets – other
Assets for which fair values are disclosed
2,660
–
–
2,660
Investment securities measured at amortised cost – debt instruments
–
385,800
–
385,800
cost
–
–
16,266,826
16,266,826
Other liabilities – derivative financial liabilities
–
59,020
–
59,020
Client deposits and notes
–
18,228,352
–
18,228,352
Amounts owed to credit institutions
–
4,033,727
1,209,141
5,242,868
Debt securities issued
–
490,559
151,808
642,367
Lease liability
–
13,068
104,670
117,738
The description of the valuation technique and the description of inputs used in the fair value measurement for Level 2 measurements:
2024
2023
2022
Valuation technique
Inputs used
4,446,192
4,424,206
3,960,360
Discounted cash flows
213,875
–
–
Discounted cash flows
Derivative financial assets
25,000
10,942
39,270
Forward pricing and swap
4,685,067
4,435,148
3,999,630
Derivative financial liabilities
9,083
25,779
59,020
Forward pricing and swap
9,083
25,779
59,020
The description of the valuation technique and the description of inputs used in the fair value measurement for Level 3 measurements:
2024
2023
2022
Valuation technique
Inputs used
Unobservable inputs
Investment securities – equity instruments
33,254
7,519
5,547
Discounted cash
measurements at Level 3
33,254
7,519
5,547
The following is a description of the determination of fair value for financial instruments which are recorded at fair value using
valuation techniques. These incorporate the Group’s estimate of assumptions that a market participant would make when valuing
the instruments.

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Annual Report 2024 Lion Finance Group PLC
32. Fair value measurements continued
Derivative financial instruments
Derivative financial instruments valued using a valuation technique with market observable inputs are mainly interest rate swaps,
currency swaps, forward foreign exchange contracts and option contracts. The most frequently applied valuation techniques
include forward pricing and swap models, using present value calculations, as well as standard option pricing models. The models
incorporate various inputs including the credit quality of counterparties, foreign exchange spot and forward rates, interest rate
curves and implied volatilities.
Investment securities
Investment securities consist of equity and debt securities and are valued using a valuation technique or pricing models. These
securities are valued using models which sometimes only incorporate data observable in the market and at other times use both
observable and non-observable data. For quoted investments, respective quoted prices from Bloomberg or other relevant sources
are used, while for unquoted investments fair value is calculated based on future cash flow expected discounted at current rate for
new instruments with similar credit risk, remaining maturity and other characteristics.
Assets and liabilities not measured at fair value but for which fair value is disclosed
Fair values in Level 2 and Level 3 of the fair value hierarchy are estimated using the discounted cash flows valuation technique.
Current interest rates for new instruments with similar credit risk, currency and remaining maturity is used as discount rate in the
valuation model.
Transfer to Level 1
There were no transfers from Level 2 to Level 1.
Movements in Level 3 financial instruments measured at fair value
The following tables show a reconciliation of the opening and closing amounts of Level 3 financial assets which are recorded at
fair value:
combination
Revaluation
securities
3,689
1,858
5,547
1,972
7,519
3,528
6,909
15,298
33,254
Movements in Level 3 non-financial assets measured at fair value
All investment properties are Level 3. Reconciliations of their opening and closing amounts are provided in note 15.
Impact on fair value of Level 3 financial instruments measured at fair value of changes to key assumptions
The following table shows the impact on the fair value of Level 3 instruments of using reasonably possible alternative assumptions:
2024
2023
2022
Equity investment securities
33,254
+/- 4,953
7,519
+/- 1,120
5,547
+/- 826
In order to determine reasonably possible alternative assumptions, the Group’s adjusted key unobservable model inputs are as follows:
For equities, the Group adjusted the price-over-book-value multiple by increasing and decreasing the ratio by 10%, which is
considered by the Group to be within a range of reasonably possible alternatives based on the price-over-book-value multiples used
across peers within the same geographic area of the same industry.

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Financial Statements
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
32. Fair value measurements continued
Description of significant unobservable inputs to valuations of non-financial assets
The following tables show descriptions of significant unobservable inputs to Level 3 valuations of investment properties:
unobservable inputs
MIN
MAX
information
MIN
MAX
Land
13,204
Development land
12,766
Market
0.033
2.859
2.214
Square
32
3,808
3,080
Agricultural land
438
Market
0.012
0.096
0.046
Square
768
4,451
2,774
86,388
Market
0.028
6.575
0.956
Square
18
989
205
13,206
Market
10
3,822
2,033
Square
50
23,884
1,876
17
2,626
1,528
17,685
Income
0.0105
0.0680
0.0629
Square
226
1,084
972
Occupancy rate
70.0%
90.0%
83.8%
3,855
Cost
0.084
3.973
0.981
Square
54
1,736
918
* Price, rate and cost of unobservable inputs in this table are presented in Georgian Lari unless otherwise indicated.
Set out below is an overview by measurement categories of financial instruments held by the Group as at 31 December 2024,
31 December 2023 and 31 December 2022:
Amortised cost
FVOCI
FVTPL
Cash and cash equivalents
3,753,183
–
–
Amounts due from credit institutions
3,278,465
–
–
Loans to customers, factoring and finance lease receivables
33,558,874
–
–
Accounts receivable and other loans
8,811
–
–
Investment securities – equity instruments
–
26,900
16,788
Investment securities – debt instruments
2,746,392
5,993,853
184,788
lending – debt instruments
269,791
186,670
27,205
Foreign currency derivative financial instruments
–
–
25,000
Total
43,615,516
6,207,423
253,781
Client deposits and notes
33,202,010
–
–
Amounts owed to credit institutions
8,680,233
–
–
Debt securities issued
2,255,016
–
–
Lease liability
274,435
–
–
Trade and other payables (in other liabilities)
272,142
–
–
Foreign currency derivative financial instruments
–
–
9,083
Total
44,683,836
–
9,083

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32. Fair value measurements continued
At 31 December 2023
At 31 December 2022
Amortised cost
FVOCI
FVTPL
Amortised cost
FVOCI
FVTPL
lease receivables
20,232,721
–
–
16,861,706
–
–
Accounts receivable and other loans
47,562
–
–
397,990
–
–
Investment securities – equity instruments
–
7,880
6,976
–
10,893
–
Investment securities – debt instruments
690,306
4,424,160
435
378,537
3,960,299
–
Interest rate contracts
–
–
–
–
–
348
instruments
–
–
10,942
–
–
38,922
Other assets
–
–
–
–
–
2,660
Total
20,970,589
4,432,040
18,353
17,638,233
3,971,192
41,930
Client deposits and notes
20,522,739
–
–
18,261,397
–
–
Amounts owed to credit institutions
5,156,009
–
–
5,266,653
–
–
Debt securities issued
421,359
–
–
645,968
–
–
Lease liability
141,934
–
–
114,470
–
–
Trade and other payables (in other
liabilities)
113,647
–
–
68,721
–
–
instruments
–
–
25,779
–
–
59,020
Total
26,355,688
–
25,779
24,357,209
–
59,020
Fair value of financial instruments that are carried in the financial statements not at fair value
Set out below is a comparison by class of the carrying amounts and fair values of the Group’s financial instruments that are carried
in the financial statements. The table does not include the fair values of non-financial assets and non-financial liabilities, fair values
of other smaller financial assets and financial liabilities, the fair values of which are materially close to their carrying values.
Carrying value
Fair value
Investment securities measured at amortised cost – debt instruments
2,746,392
2,769,896
23,504
lending measured at amortised cost-debt instruments
269,791
267,327
(2,464)
Loans to customers, factoring and finance lease receivables
33,558,874
32,631,606
(927,268)
Client deposits and notes
33,202,010
33,226,593
(24,583)
Amounts owed to credit institutions
8,680,233
8,652,635
27,598
Debt securities issued
2,255,016
2,228,550
26,466
Lease liability
274,435
275,462
(1,027)
Total unrecognised change in unrealised fair value
(877,774)
At 31 December 2023
At 31 December 2022
Carrying value
Fair value
gain/(loss)
Carrying value
Fair value
Investment securities measured at
amortised cost – debt instruments
690,306
692,781
2,475
378,537
385,800
7,263
lease receivables
20,232,721
19,476,015
(756,706)
16,861,706
16,266,826
(594,880)
Client deposits and notes
20,522,739
20,542,312
(19,573)
18,261,397
18,228,352
33,045
Amounts owed to credit institutions
5,156,009
5,151,992
4,017
5,266,653
5,242,868
23,785
Debt securities issued
421,359
418,658
2,701
645,968
642,367
3,601
Lease liability
141,934
143,445
(1,511)
114,470
117,738
(3,268)
fair value
(768,597)
(530,454)

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Financial Statements
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
32. Fair value measurements continued
The following describes the methodologies and assumptions used to determine fair values for those financial instruments which are
not already recorded at fair value in the consolidated financial statements.
Assets for which fair value approximates carrying value
For financial assets and financial liabilities that are liquid or have a short-term maturity (less than three months), it is assumed that
the carrying amounts approximate to their fair value. This assumption is also applied to demand deposits, savings accounts without
a specific maturity, and variable rate financial instruments.
Fixed rate financial instruments
The fair value of fixed rate financial assets and liabilities carried at amortised cost are estimated by comparing market interest
rates when they were first recognised with current market rates offered for similar financial instruments. The estimated fair value of
fixed interest-bearing deposits is based on discounted cash flows using prevailing money-market interest rates for debts with similar
credit risk and maturity. For financial assets and financial liabilities maturing in less than a year, it is assumed that the carrying
amounts approximate to their fair value.
33. Maturity analysis of financial assets and liabilities
The table below shows an analysis of financial assets and liabilities according to their contractual maturities, except for current
accounts and credit card loans as described below. See note 31 ‘Risk management’ for the Group’s contractual undiscounted
repayment obligations.
5 years
Total
Cash and cash equivalents
3,472,205
280,978
–
–
–
–
–
3,753,183
institutions
2,423,722
218,959
–
–
–
–
635,784
3,278,465
Investment securities
3,249,569
3,738,256
703,349
400,226
223,461
476,265
177,595
8,968,721
lending
–
455,949
27,717
–
–
–
–
483,666
and finance lease receivables
108
4,895,349
2,455,068
4,319,400
9,672,567
5,131,394
7,084,988
33,558,874
Accounts receivable and other
loans
1,553
6,672
280
306
–
–
–
8,811
Total
9,147,157
9,596,163
3,186,414
4,719,932
9,896,028
5,607,659
7,898,367
50,051,720
Client deposits and notes
7,396,955
6,195,347
2,644,642
13,804,248
2,108,432
989,853
62,533
33,202,010
institutions
637,215
3,747,974
372,289
691,977
1,706,145
1,082,747
441,886
8,680,233
Debt securities issued
–
141,930
89,019
384,150
668,508
799,138
172,271
2,255,016
Lease liability
–
15,622
14,929
30,385
94,874
52,000
66,625
274,435
Total
8,034,170
10,100,873
3,120,879
14,910,760
4,577,959
2,923,738
743,315
44,411,694
Net
1,112,987
(504,710)
65,535
(10,190,828)
5,318,069
2,683,921
7,155,052
5,640,026
Accumulated gap
1,112,987
608,277
673,812
(9,517,016)
(4,198,947)
(1,515,026)
5,640,026

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Annual Report 2024 Lion Finance Group PLC
33. Maturity analysis of financial assets and liabilities continued
5 years
Total
Cash and cash equivalents
2,417,513
684,311
–
–
–
–
–
3,101,824
institutions
1,733,898
–
–
–
–
–
18,759
1,752,657
Investment securities
1,499,313
2,661,776
462,614
228,000
242,779
32,823
2,452
5,129,757
Loans to customers, factoring and
finance lease receivables
1,190
2,870,703
1,353,016
2,754,708
5,372,193
2,964,992
4,915,919
20,232,721
Accounts receivable and other loans
1,546
45,630
184
202
–
–
–
47,562
Total
5,653,460
6,262,420
1,815,814
2,982,910
5,614,972
2,997,815
4,937,130
30,264,521
Client deposits and notes
5,306,925
3,164,462
1,509,643
8,895,604
1,075,055
517,532
53,518
20,522,739
Amounts owed to credit institutions
476,646
2,297,284
87,969
424,409
810,610
554,167
504,924
5,156,009
Debt securities issued
–
406
25,135
13,388
294,075
5,197
83,158
421,359
Lease liability
–
9,024
8,855
16,762
55,277
31,107
20,909
141,934
Total
5,783,571
5,471,176
1,631,602
9,350,163
2,235,017
1,108,003
662,509
26,242,041
Net
(130,111)
791,244
184,212
(6,367,253)
3,379,955
1,889,812
4,274,621
4,022,480
Accumulated gap
(130,111)
661,133
845,345
(5,521,908)
(2,141,953)
(252,141)
4,022,480
5 years
Total
Cash and cash equivalents
2,853,938
730,905
–
–
–
–
–
3,584,843
institutions
2,396,574
733
2,257
2,885
8,986
1,291
20,302
2,433,028
Investment securities
953,357
2,315,414
536,088
217,956
142,195
182,498
2,221
4,349,729
Loans to customers, factoring and
finance lease receivables
4,204
2,087,706
1,238,926
2,103,947
4,575,809
2,420,979
4,430,135
16,861,706
Accounts receivable and other loans
2,057
375,736
35
1,518
18,644
–
–
397,990
Total
6,210,130
5,510,494
1,777,306
2,326,306
4,745,634
2,604,768
4,452,658
27,627,296
Client deposits and notes
5,406,670
2,812,580
1,298,966
6,963,532
1,229,394
283,703
266,552
18,261,397
Amounts owed to credit institutions
701,207
2,599,102
168,560
396,759
677,401
363,797
359,827
5,266,653
Debt securities issued
–
7,816
51,107
281,519
109,683
195,843
–
645,968
Lease liability
–
6,899
7,161
14,146
46,624
26,963
12,677
114,470
Total
6,107,877
5,426,397
1,525,794
7,655,956
2,063,102
870,306
639,056
24,288,488
Net
102,253
84,097
251,512
(5,329,650)
2,682,532
1,734,462
3,813,602
3,338,808
Accumulated gap
102,253
186,350
437,862
(4,891,788)
(2,209,256)
(474,794)
3,338,808

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Financial Statements
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
33. Maturity analysis of financial assets and liabilities continued
The Group’s capability to discharge its liabilities relies on its ability to realise equivalent assets within the same period of time. In the
Georgian and Armenian marketplace, where most of the Group’s business is concentrated, many short-term credits are granted
with the expectation of renewing the loans at maturity. As such, the ultimate maturity of assets may be different from the analysis
presented above. To reflect the historical stability of current accounts, the Group calculates the minimal daily balance of current
accounts over the past two years and includes the amount in the ‘Up to 1 year’ category in the table above. The remaining current
accounts are included in the ‘On demand’ category. Pledged investment securities are distributed into maturity buckets based on
the contractual maturity of the agreement they are pledged for. Securities which can be pledged but are not pledged fall into ‘On
demand’ category. Considering credit cards have no contractual maturities, the above allocation per category is done based on the
statistical coverage rates observed.
The Group’s principal sources of liquidity are as follows:
• deposits;
• borrowings from international credit institutions;
• inter-bank deposit agreements;
• debt issues;
• proceeds from sale of securities;
• principal repayments on loans;
• interest income; and
• fees and commissions income.
As at 31 December 2024, client deposits and notes amounted to GEL 33,202,010 (2023: GEL 20,522,739, 2022: GEL 18,261,397) and
represented 73% (2023: 77%, 2022: 74%) of the Group’s total liabilities. These funds continue to provide a majority of the Group’s
funding and represent a diversified and stable source of funds. As at 31 December 2024, amounts owed to credit institutions
amounted to GEL 8,680,233 (2023: GEL 5,156,009, 2022: GEL 5,266,653) and represented 19% (2023: 19%, 2022: 21%) of total
liabilities. As at 31 December 2024, debt securities issued amounted to GEL 2,255,016 (2023: GEL 421,359, 2022: GEL 645,968) and
represented 5% (2023: 2%, 2022: 3%) of total liabilities.
In the Board’s opinion, liquidity is sufficient to meet the Group’s present requirements.
The table below shows an analysis of assets and liabilities according to when they are expected to be recovered or settled, except for
current accounts which are included in ‘Up to 1 year’ category in the table above, noting that respective contractual maturity may
expand over significantly longer periods:
1 year
Total
Cash and cash equivalents
3,753,183
–
3,753,183
Amounts due from credit institutions
2,642,681
635,784
3,278,465
Investment securities
8,091,400
877,321
8,968,721
lending
483,666
–
483,666
Loans to customers, factoring and finance lease receivables
11,669,925
21,888,949
33,558,874
Accounts receivable and other loans
8,811
–
8,811
Prepayments
82,989
5,961
88,950
Foreclosed assets
–
378,642
378,642
Right-of-use assets
–
257,896
257,896
Investment properties
–
134,338
134,338
Property and equipment
–
550,097
550,097
Goodwill
–
41,253
41,253
Intangible assets
–
322,250
322,250
Income tax assets
47,794
320
48,114
Other assets
303,890
10,730
314,620
Assets held for sale
20,008
–
20,008
Total assets
27,104,347
25,103,541
52,207,888
Client deposits and notes
30,041,192
3,160,818
33,202,010
Amounts owed to credit institutions
5,449,455
3,230,778
8,680,233
Debt securities issued
615,099
1,639,917
2,255,016
Lease liability
60,936
213,499
274,435
Accruals and deferred income
295,783
42,951
338,734
Income tax liabilities
67,342
21,089
88,431
Other liabilities
353,802
–
353,802
Total liabilities
36,883,609
8,309,052
45,192,661
Net
(9,779,262)
16,794,489
7,015,227

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Annual Report 2024 Lion Finance Group PLC
33. Maturity analysis of financial assets and liabilities continued
At 31 December 2023
At 31 December 2022
1 year
Total
1 year
Total
Cash and cash equivalents
3,101,824
–
3,101,824
3,584,843
–
3,584,843
Amounts due from credit institutions
1,733,898
18,759
1,752,657
2,402,449
30,579
2,433,028
Investment securities
4,851,703
278,054
5,129,757
4,022,815
326,914
4,349,729
receivables
6,979,617
13,253,104
20,232,721
5,434,783
11,426,923
16,861,706
lease receivables
47,562
–
47,562
379,346
18,644
397,990
Prepayments
30,633
6,878
37,511
40,020
3,592
43,612
Foreclosed assets
–
271,712
271,712
–
119,924
119,924
Right-of-use assets
–
138,695
138,695
–
117,387
117,387
Investment properties
–
124,068
124,068
–
166,546
166,546
Property and equipment
–
436,955
436,955
–
398,855
398,855
Goodwill
–
41,253
41,253
–
33,351
33,351
Intangible assets
–
167,862
167,862
–
149,441
149,441
Income tax assets
2,520
–
2,520
224
640
864
Other assets
238,560
6,512
245,072
206,176
8,882
215,058
Assets held for sale
27,389
–
27,389
29,566
–
29,566
Total assets
17,013,706
14,743,852
31,757,558
16,100,222
12,801,678
28,901,900
Client deposits and notes
18,876,634
1,646,105
20,522,739
16,481,748
1,779,649
18,261,397
Amounts owed to credit institutions
3,286,308
1,869,701
5,156,009
3,865,628
1,401,025
5,266,653
Debt securities issued
38,929
382,430
421,359
340,442
305,526
645,968
Lease liability
34,641
107,293
141,934
28,206
86,264
114,470
Accruals and deferred income
90,762
38,593
129,355
73,660
32,706
106,366
Income tax liabilities
185,440
13,618
199,058
20,258
79,275
99,533
Other liabilities
167,268
–
167,268
157,948
743
158,691
Total liabilities
22,679,982
4,057,740
26,737,722
20,967,890
3,685,188
24,653,078
Net
(5,666,276)
10,686,112
5,019,836
(4,867,668)
9,116,490
4,248,822
34. Related party disclosures
In accordance with IAS 24
Related Party Disclosures
, parties are considered to be related if one party has the ability to control the
other party or exercise significant influence over the other party in making financial or operational decisions. In considering each
possible related party relationship, attention is directed to the substance of the relationship, not merely the legal form.
Related parties may enter into transactions which unrelated parties might not, and transactions between related parties may not
be affected on the same terms, conditions and amounts as transactions between unrelated parties.
All transactions with related parties disclosed below have been conducted on an arm’s length basis.
The volumes of related party transactions, outstanding balances at the year-end, and related expenses and income for the year are
as follows:
At 31 December 2024
At 31 December 2023
At 31 December 2022
personnel*
Associates
personnel*
Associates
Loans outstanding
–
30,455
–
10,926
–
9,752
Interest income on loans
–
2,323
–
556
–
745
Expected credit loss
–
81
–
(40)
–
(200)
Deposits
3,741
27,774
2,039
13,351
243
12,633
Interest expense on deposits
194
2,329
–
863
–
959
Debt securities issued
–
10,574
–
–
–
–
issued
–
427
–
–
–
–
* Key management personnel include members of Lion Finance Group PLC’s Board of Directors, key Executives of the Group and key subsidiaries.

304
Annual Report 2024 Lion Finance Group PLC
Financial Statements
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
34. Related party disclosures continued
Details of Directors’ emoluments are included in the Remuneration Report on pages 150 to 181. Compensation of key management
personnel comprised the following:
2024
2023
2022
Salaries and other benefits
19,585
17,824
11,841
Cash compensation
45,266
–
–
Share-based payments compensation (note 30)
44,341
50,861
58,208
Total key management compensation
109,192
68,685
70,049
The number of key management personnel at 31 December 2024 was 30 (31 December 2023: 23, 31 December 2022: 23).
As at 31 December 2024 interest rates on loans issued to key management personnel comprised 10.7% and 5.9% (31 December 2023:
16.8% and 4.5%, 31 December 2022: 17.9% and 4.5%) for loans denominated in local and foreign currency, respectively. As at 31 December
2024 interest rates on deposits placed by key management personnel comprised 12.7% and 0.0% (31 December 2023: 13.5% and 0.0%,
31 December 2022: 13.5% and 0.0%) for deposits denominated in local and foreign currency, respectively.
35. Capital adequacy
The Group maintains an actively managed capital base to cover risks inherent to the business. The adequacy of the Group’s capital
is monitored using, among other measures, the ratios established by the NBG and the CBA in supervising JSC Bank of Georgia and
Ameriabank CJSC, respectively.
During the year ended 31 December 2024, the Group complied in full with all its externally imposed capital requirements.
The primary objectives of the Group’s capital management are to ensure that the Banks comply with externally imposed capital
requirements and that the Group maintains strong credit ratings and healthy capital ratios in order to support its business and
to maximise shareholder value. The Group manages its capital structure and makes adjustments to it in the light of changes in
economic conditions and the risk characteristics of its activities. In order to maintain or adjust the capital structure, the Group may
adjust the amount of dividend payment to shareholders, return capital to shareholders or issue capital securities. No changes were
made in the objectives, policies and processes from the previous years.
NBG (Basel III) capital adequacy ratio
In December 2017, the NBG adopted amendments to the regulations relating to capital adequacy requirements, including amendments
to the regulation on capital adequacy requirements for commercial banks, and introduced new requirements on the determination of
the countercyclical buffer rate, on the identification of systematically important banks, on determining systemic buffer requirements
and on additional capital buffer requirements for commercial banks within Pillar 2. The NBG requires JSC Bank of Georgia to maintain a
minimum total capital adequacy ratio of risk-weighted assets, computed based on its standalone special-purpose financial statements
prepared in accordance with NBG regulations and pronouncements, based on Basel III requirements.
In January 2023, the NBG transitioned to IFRS-based accounting and introduced a new Pillar 2 buffer – Credit Risk Adjustment
(CRA) buffer, to account for the difference between the NBG-based and the IFRS-based provision levels (higher in the former case).
As at 31 December 2024 and 31 December 2023 JSC Bank of Georgia’s capital adequacy ratio on this basis was as follows:
IFRS-based NBG (Basel III) capital adequacy ratio
Tier 1 capital
5,957,405
4,603,352
Tier 2 capital
462,428
499,018
Total capital
6,419,833
5,102,370
Risk-weighted assets
29,080,593
23,061,905
Tier 1 capital ratio
20.5%
20.0%
Total capital ratio
22.1%
22.1%
Min. requirement for Tier 1 capital ratio
17.0%
16.7%
Min. requirement for Total capital ratio
19.9%
19.6%

Strategic Report
Governance Financial Statements Additional Information
305
Annual Report 2024 Lion Finance Group PLC
35. Capital adequacy continued
As at 31 December 2022 JSC Bank of Georgia’s capital adequacy was as follows:
Tier 1 capital
3,388,048
Tier 2 capital
618,232
Total capital
4,006,280
Risk-weighted assets
20,279,424
Tier 1 capital ratio
16.7%
Total capital ratio
19.8%
Min. requirement for Tier 1 capital ratio
13.8%
Min. requirement for Total capital ratio
17.2%
Ameriabank CJSC defines as capital those items defined by statutory regulation as capital for credit institutions. Under the current
capital requirements set by the CBA, which are based on Basel Accord principles, banks have to maintain a ratio of capital to risk-
weighted assets (statutory capital ratio) above the prescribed minimum level.
As at 31 December 2024 Ameriabank CJSC’s capital adequacy ratio was as follows:
Tier 1 capital
1,686,547
Tier 2 capital
252,573
Total capital
1,939,120
Risk-weighted assets
11,703,258
Tier 1 capital ratio
14.4%
Total capital ratio
16.6%
Min. requirement for Tier 1 capital ratio
13.8%
Min. requirement for Total capital ratio
16.5%
36. Business combination
Ameriabank acquisition (2024)
On 31 March 2024, with reference to a Share Purchase Agreement dated 18 February 2024, the Group acquired 90% of the share
capital of Ameriabank CJSC, one of the leading banks operating in Armenia, from selling shareholders IMAST Group (CY) Limited
(owning 48.82% shares in Ameriabank CJSC), the European Bank for Reconstruction and Development (EBRD) (owning 17.71%
shares in Ameriabank CJSC, out of which 7.71% shares were acquired and the remaining 10% subject to put/call option), Asian
Development Bank (owning 13.92% shares in Ameriabank CJSC), ESPS Holding Limited (owning 12.05% shares in Ameriabank
CJSC) and Afeyan Foundation for Armenia Inc. (owning 7.5% shares in Ameriabank CJSC). The acquisition was financed by cash
consideration of US$ 276,989 (GEL 746,569), out of which US$ 21,031 (GEL 56,686) was deferred and was due six months after the
completion date (deferred consideration was fully settled as at 31 December 2024). The remaining 10% of share capital retained by
EBRD is subject to a put/call option. Price of the put/call option is US$ 30,777 (GEL 82,955) with interest accrued till the exercise
date at a rate of 6-month SOFR + 3.5% p.a. subject to offset by any dividends paid to EBRD until exercise date. The Group can
exercise the call option anytime up to three years after completion, while the put option can be exercised by EBRD in the three years
after completion.
The Group analysed the terms of the put/call option to assess whether the Group has obtained present ownership rights over the
shares subject to option at the acquisition date. The Group has concluded that the shares subject to option shall be accounted for as
acquired (no non-controlling interests to be recognised) and the option shall be recorded as a financial liability (presented as part of
other liabilities) forming a part of the consideration transferred. As a result, the Group accounts for the entire issued share capital of
Ameriabank CJSC, with ownership split between JSC Bank of Georgia with a 30% shareholding and Lion Finance Group PLC a 70%
shareholding (including the present ownership of 10% shares subject to the put/call) as acquired.
The acquisition will enable the Group’s expansion in the Armenian market and is expected to provide significant strategic,
commercial and financial benefits to the Group as outlined below:
• The Armenian economy and banking sector have certain attractive characteristics similar to those in the Group’s principal
operating country, Georgia, and the Board considers this as an attractive market for expansion that fits very well with the
current footprint. Armenia is a neighbouring country with a high-growth economy of similar size to Georgia. The overall Armenian
economy is less leveraged compared with the Georgian economy, creating a supportive environment for further banking sector
growth in coming years. The Armenian banking sector is financially prudent with low market share concentration levels offering
scope for further consolidation.

306
Annual Report 2024 Lion Finance Group PLC
Financial Statements
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
36. Business combination continued
• Ameriabank CJSC is one of the leading universal banks in Armenia with prudent risk policies and a strong profitability track
record and has an attractive franchise with significant upside potential from leveraging the Group’s customer focus and digital
capabilities. Ameriabank CJSC has a leading market position in Armenia based on the loan portfolio size and a particularly
strong foothold in the corporate segment. The market share in retail segment is also increasing boosted by improving digital
offerings. The Group believes that Ameriabank CJSC has significant growth potential and further scope to improve commercial
performance, particularly in retail. This is expected to be achieved by combining Ameriabank CJSC’s existing franchise strengths
with the Group’s expertise. Besides, Ameriabank CJSC has a well-regarded and experienced management team who agreed to
stay on after the acquisition (for at least 24 months).
• The acquisition offers multiple strategic benefits to the Group allowing it to diversify its revenue streams, unlock further growth
potential and increase scale. Considering the Group has achieved leading market shares in Georgia, an expansion geographically
unlocks further growth potential beyond the local Georgian market. The acquisition also has strong financial rationale that fulfils
strict internal financial criteria set by the Group and is expected to result in significant value creation for shareholders.
The acquisition-date fair value of the total purchase consideration and its components are as follows:
Cash consideration payment
689,883
Deferred consideration
56,686
Present value of redemption liability for put option
82,955
Total purchase consideration
829,524
Acquisition-related transaction costs of GEL 6,965 were expensed in 2023. Additionally, GEL 13,715 acquisition-related costs were
expensed in 2024.
The purchase consideration is based on the book value of Ameriabank CJSC based on its balance sheet as at 30 October 2023.
However, in accordance with IFRS 3 ‘Business Combinations’, the Group must account for business acquisitions based on fair values
of the identifiable assets acquired, and liabilities assumed. These two different approaches can lead to differences; and, as set
out in the table below, the excess of the net fair value of the acquiree’s identifiable assets and liabilities over cost (‘gain on bargain
purchase’) is immediately recorded in the income statement for the year.
Details of the assets and liabilities acquired and gain on bargain purchase arising from the acquisition are as follows:
Cash and cash equivalents
989,930
–
989,930
Amounts due from credit institutions
707,851
–
707,851
Investment securities
1,084,296
–
1,084,296
lending
87,063
–
87,063
Loans to customers, factoring and finance lease receivables
6,811,477
21,430
6,832,907
Foreclosed assets
5,453
–
5,453
Right-of-use assets
77,162
11,811
88,973
Property and equipment
63,346
14,669
78,015
Intangible assets
47,958
47,925
95,883
Prepayments
41,935
–
41,935
Other assets
41,176
–
41,176
Client deposits and notes
(6,522,822)
–
(6,522,822)
Amounts owed to credit institutions
(851,401)
11,921
(839,480)
Debt securities issued
(886,862)
–
(886,862)
Lease liability
(88,172)
–
(88,172)
Accruals and deferred income
(47,406)
–
(47,406)
Income tax liabilities
(49,265)
(19,396)
(68,661)
Other liabilities
(84,667)
–
(84,667)
Total
1,427,052
88,360
1,515,412
Total purchase consideration
829,524
Gain on bargain purchase arising from the acquisition
685,888
The fair values of assets and liabilities were determined with the involvement of third-party experts. The valuations were based on
discounted cash flow models.
Based on the appraisal report, the following intangible assets are included in the purchase price allocation:
• brand name valued at GEL 27,424; and
• customer relationships valued at GEL 25,110.
Brand name and customer relationships are amortised over the estimated life of eight and five years, respectively. Other fair value
adjustments are amortised over the remaining contractual or useful life of respective assets and liabilities.

Strategic Report
Governance Financial Statements Additional Information
307
Annual Report 2024 Lion Finance Group PLC
36. Business combination continued
The gain on bargain purchase is recognised in the consolidated income statement and separately presented as a gain from
bargain purchase. It is primarily attributable to the scarcity of potential buyers in the Armenian market considering the value of
the net assets acquired. Additionally, the Group is a UK listed financial institution which provided further incentive for Ameriabank
shareholders and management to sell.
No deferred tax liability was recognised on a gain on bargain purchase arising from the business combination as the Group does not
intend to either sell Ameriabank or distribute dividends from profits accumulated prior to business combination.
At acquisition, the carrying amount of loans to customers and finance lease receivables classified as POCI by the Group in the
consolidated financial statement was GEL 77,348. The remaining amount of GEL 6,755,559 represented the gross carrying amount
of Stage 1 loans to customers and finance lease receivables. Gross contractual amounts receivable under loans to customers and
finance lease receivables was GEL 6,916,868.
The amounts of revenue* and profit of Ameriabank CJSC since the acquisition date included in the consolidated statement of
comprehensive income for the reporting period is GEL 740,987 and GEL 286,528, respectively. The revenue* and profit of the
combined entity for the current reporting period as though the acquisition date had been as of the beginning of the reporting period
would be GEL 5,325,520 and GEL 2,569,453, respectively.
Business combinations (2023)
On 25 May 2023, the Group acquired 45.63% of the voting shares in JSC Delivery, an online grocery shopping platform in Georgia.
The Group had previously held 34.37% shares in the company and accounted for the shareholding as an investment in associate.
Following the above transaction, the shareholding was increased to 80% resulting in the Group obtaining control over the entity.
The company was acquired with the purposes of entering the quick-commerce market.
The Group has simultaneously formed an agreement with one of the non-controlling interests whereby the parties agreed on the
sale/purchase of the additional 15.58% shareholding held by the non-controlling interest. As a result, the Group has recognised
respective liability for the non-controlling interest forward at the date of business combination.
The Group has elected to measure the remaining non-controlling interests in the acquiree at proportionate share of the net
assets acquired.
Assets acquired and liabilities assumed
The fair values of the identifiable assets and liabilities of JSC Delivery as at the date of acquisition were:
Cash and cash equivalents
468
Inventories
302
Property and equipment
263
Intangible assets
182
Other assets
64
Trade paybales
(353)
Other liabilities
(1)
Total identifiable net assets at fair value
925
Non-controlling interest measured at proportionate share of net assets
(41)
Fair value of investment in associate derecognised
(2,309)
Non-controlling interest forward liability
(1,270)
Goodwill arising on acquisition
5,765
Purchase consideration
3,070
On 29 September 2023, the Group additionally acquired 80% of El. Biletebi LLC, an e-tickets selling platform with the purpose
to enter the e-tickets market. The Group has elected to measure the remaining non-controlling interests in the acquiree at the
proportionate share of the net assets acquired.
* Revenue includes interest income and fee and commission income

308
Annual Report 2024 Lion Finance Group PLC
Financial Statements
36. Business combination continued
The fair values of the identifiable assets and liabilities of El. Biletebi LLC as at the date of acquisition were:
Cash and cash equivalents
595
Property and equipment
19
Intangible assets
745
Other assets
582
Advances received
(706)
Trade payables
(31)
Total identifiable net assets at fair value
1,204
Non-controlling interest measured at proportionate share of net assets
(241)
Goodwill arising on acquisition
2,137
Purchase consideration
3,100
37. Events after the reporting period
On 25 February 2025, the Group’s Board of Directors approved a GEL 107.7 million extension to its buyback and cancellation
programme. The programme commenced on 26 February 2025 and will end no later than the Lion Finance Group PLC’s Annual
General Meeting 2025 (expected to be in June 2025) and the shares will be purchased in the open market. The purpose of the
buyback is to reduce the Group’s share capital, and the cancellation of the treasury shares repurchased will be executed on a
monthly basis.
On 15 January 2025, Lion Finance Group PLC announced that its banking subsidiary in Armenia, Ameriabank CJSC, had signed a
US$ 200 million loan agreement with International Finance Corporation (IFC), a member of the World Bank Group.
On 3 February 2025, Lion Finance Group PLC announced that its banking subsidiary in Armenia, Ameriabank CJSC, had signed a
EUR 105 million loan agreement with the European Investment Bank (EIB Global).
The Board intends to recommend a final dividend in respect of the year ended 31 December 2024 of GEL 5.62 per ordinary share.
On 25 March 2025, the Group repurchased 0.44% non-controlling interest in JSC Bank of Georgia increasing its ownership to
100%. The consideration of GEL 28,448 was fully paid by JSC BGEO on 26 March 2025. No adjustments have been made to the
consolidated financial statements as of reporting date.

309
Annual Report 2024 Lion Finance Group PLC
Strategic Report
Governance Financial Statements Additional Information
Statement of use Lion Finance Group PLC has reported in accordance with the GRI Standards for the period 1 January 2024 to 31 December 2024.
GRI 1 used GRI 1: Foundation 2021
References in the location column are page numbers in Lion Finance Group PLC 2024 Annual Report, unless otherwise specified.
GRI STANDARD/
OTHER SOURCE DISCLOSURE LOCATION
OMISSION
REQUIREMENT(S)
OMITTED REASON EXPLANATION
General disclosures
GRI 2: General
Disclosures 2021
2-1 Organisational details About us
Lion Finance Group PLC is a FTSE 250
holding company, registered in England and
Wales, with its registered offices in London.
The headquarters of its largest subsidiary,
Bank of Georgia, is in Tbilisi, Georgia.
2-2 Entities included in the organisation’s
sustainability reporting
Pages 38, 204-206  
2-3 Reporting period, frequency and
contact point
Our sustainability reporting period is from
1 January 2024 to 31 December 2024, which
aligns with our financial reporting period.
For any questions, please contact
sustainability@bog.ge
 
2-4 Restatements of information There have been no restatements of
information from previous reporting
periods.
 
2-5 External assurance For this period, our sustainability report
has not been assured, except for GHG
emissions.
 
2-6 Activities, value chain and other
business relationships
Pages 12, 17-29, 48-49  
2-7 Employees Page 81
The numbers are reported in headcount as
at the end of the reporting period.
 
2-8 Workers who are not employees Pages 48-49
The numbers are reported in headcount as
at the end of the reporting period.
 
2-9 Governance structure and composition Pages 111-123  
2-10 Nomination and selection of the highest
governance body
Pages 126-134  
2-11 Chair of the highest governance body Pages 113-115, 120-123  
2-12 Role of the highest governance body in
overseeing the management of impacts
Pages 38, 62-64  
2-13 Delegation of responsibility for
managing impacts
Pages 38, 62-64  
2-14 Role of the highest governance body in
sustainability reporting
Pages 38, 62-64  
2-15 Conflicts of interest Pages 130, 140, 143, 150, 185, 303-304  
2-16 Communication of critical concerns Pages 47, 83  
2-17 Collective knowledge of the highest
governance body
Pages 63, 128  
2-18 Evaluation of the performance of the
highest governance body
Pages 132-134  
2-19 Remuneration policies Pages 150-181
Directors’ Remuneration Policy
 
2-20 Process to determine remuneration Pages 150-181  
2-21 Annual total compensation ratio Page 171  
2-22 Statement on sustainable
development strategy
Pages 7-8  
2-23 Policy commitments Pages 38-91
ESG-related policies
 
2-24 Embedding policy commitments Pages 38-91  
2-25 Processes to remediate
negative impacts
Pages 46, 83  
2-26 Mechanisms for seeking advice and
raising concerns
Pages 47, 83  
Additional Information
GRI Content Index

310
Annual Report 2024 Lion Finance Group PLC
Additional Information
GRI STANDARD/
OTHER SOURCE DISCLOSURE LOCATION
OMISSION
REQUIREMENT(S)
OMITTED REASON EXPLANATION
GRI 2: General
Disclosures 2021
2-27 Compliance with laws and regulations There have been no significant instances of
non-compliance with laws and regulations
during the reporting period. We use
three thresholds to assess the material
instances of non-compliance: 1) monetary:
breaches resulting in fines above 0.1% of
the regulatory capital of the relevant entity
within the Group; 2) qualitative: breaches
causing major process changes, delays, or
potential material business growth issues;
and 3) reputational: breaches significantly
impacting the Group’s reputation.
 
2-28 Membership associations Page 39  
2-29 Approach to stakeholder engagement Pages 30-35, 38
Annual Report 2023 – Pages 62-64
 
2-30 Collective bargaining agreements 2.2% of the Group employees are covered
by collective bargaining agreements (CBA).
The working conditions and terms of
employment for employees not covered by
CBA are not influenced or determined by it.
 
Material topics
GRI 3: Material
Topics 2021
3-1 Process to determine material topics Page 38
Annual Report 2023 – Pages 62-64
3-2 List of material topics Page 39
Economic performance
GRI 3: Material
Topics 2021
3-3 Management of material topics Pages 11-12, 17-29, 60-81
 
GRI 201:
Economic
Performance
2016
201-1 Direct economic value generated and
distributed
Pages 106-110
 
201-2 Financial implications and other risks
and opportunities due to climate change
Pages 60-81
 
Market presence
GRI 3: Material
Topics 2021
3-3 Management of material topics Pages 49, 82-85
 
GRI 202: Market
Presence 2016
202-1 Ratios of standard entry level wage by
gender compared to local minimum wage
Pages 49, 85
Significant locations of operation refer to
Georgia and Armenia.
 
202-2 Proportion of senior management
hired from the local community
At Bank of Georgia, 100% of senior
management are hired from the local
community, compared to 96% at
Ameriabank. Middle and executive
management constitute senior
management, with ‘local’ referring to the
country of operation, specifically Georgia
and Armenia for organisations operating
in each respective country. Significant
locations of operation are Georgia
and Armenia.
 
Indirect economic impacts
GRI 3: Material
Topics 2021
3-3 Management of material topics Pages 88-89  
GRI 203: Indirect
Economic
Impacts 2016
203-1 Infrastructure investments and
services supported
Pages 88-89
The investments and services provided are
in-kind and pro-bono engagements.
 
203-2 Significant indirect economic impacts Pages 88-89
The positive indirect economic impacts
align with SDG 4 (Quality Education), SDG
8 (Decent Work and Economic Growth)
and SDG 10 (Reduced Inequalities).
 
Procurement practices
GRI 3: Material
Topics 2021
3-3 Management of material topics Pages 48-49
 
GRI 204:
Procurement
Practices 2016
204-1 Proportion of spending on local
suppliers
Pages 48-49
‘Local’ refers to suppliers based in Georgia
and Armenia or primarily operating
within each respective country, while
our ‘significant locations of operation’
includes key branches and offices across
Georgia and Armenia – where we focus
on purchasing from local suppliers to
enhance our supply chain’s resilience and
sustainability.
 

311
Annual Report 2024 Lion Finance Group PLC
Strategic Report
Governance Financial Statements Additional Information
GRI STANDARD/
OTHER SOURCE DISCLOSURE LOCATION
OMISSION
REQUIREMENT(S)
OMITTED REASON EXPLANATION
Anti-corruption
GRI 3: Material
Topics 2021
3-3 Management of material topics Pages 41-43  
GRI 205: Anti-
corruption 2016
205-1 Operations assessed for risks related
to corruption
Page 41  
205-2 Communication and training about
anti-corruption policies and procedures
Page 42  
205-3 Confirmed incidents of corruption and
actions taken
Page 43  
Anti-competitive behaviour
GRI 3: Material
Topics 2021
3-3 Management of material topics Code of Conduct and Ethics 
GRI 206: Anti-
competitive
Behavior 2016
206-1 Legal actions for anti-competitive
behaviour, anti-trust, and monopoly practices
There have been no legal actions. 
Energy
GRI 3: Material
Topics 2021
3-3 Management of material topics Pages 49-50  
GRI 302: Energy
2016
302-1 Energy consumption within the
organisation
Page 49 302-1-b,
302-1-d,
302-1-c-iv
Not
applicable
The
organisation
does not use
renewable
fuel, consume
steam or
engage in the
sale of energy.
302-3 Energy intensity Page 49  
302-4 Reduction of energy consumption Page 49  
Emissions
GRI 3: Material
Topics 2021
3-3 Management of material topics Pages 60-81  
GRI 305:
Emissions 2016
305-1 Direct (Scope 1) GHG emissions Pages 77-78 305-1-c Not
applicable
The
organisation
does not
engage in
activities
contributing
to biogenic
emissions.
305-2 Energy indirect (Scope 2) GHG
emissions
Pages 77-78  
305-3 Other indirect (Scope 3) GHG
emissions
Pages 77-78 305-3-c Not
applicable
The
organisation
does not
engage in
activities
contributing
to biogenic
emissions.
305-4 GHG emissions intensity Page 77  
305-5 Reduction of GHG emissions Pages 77-78  
Waste
GRI 3: Material
Topics 2021
3-3 Management of material topics Page 50  
GRI 306: Waste
2020
306-1 Waste generation and significant
waste-related impacts
Page 50  
306-2 Management of significant waste-
related impacts
Page 50  
306-3 Waste generated Page 50  
306-4 Waste diverted from disposal Page 50  
Supplier environmental assessment
GRI 3: Material
Topics 2021
3-3 Management of material topics Page 49
At Ameriabank, the supplier environmental
assessment has not been conducted. We
will explore the opportunities and report
accordingly.
 

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Additional Information
GRI STANDARD/
OTHER SOURCE DISCLOSURE LOCATION
OMISSION
REQUIREMENT(S)
OMITTED REASON EXPLANATION
GRI 308: Supplier
Environmental
Assessment 2016
308-1 New suppliers that were screened
using environmental criteria
In this reporting period, new suppliers
were not screened using environmental
criteria. However, we will prioritise this in
the next period to improve environmental
sustainability of Bank of Georgia’s
supply chain.
 
308-2 Negative environmental impacts in the
supply chain and actions taken
Page 49  
Employment
GRI 3: Material
Topics 2021
3-3 Management of material topics Pages 81-86  
GRI 401:
Employment
2016
401-1 New employee hires and
employee turnover
Page 84  
401-2 Benefits provided to full-time
employees that are not provided to
temporary or part-time employees
Page 85  
401-3 Parental leave Page 85   
Labour/management relations
GRI 3: Material
Topics 2021
3-3 Management of material topics Pages 81-86  
GRI 402: Labor/
Management
Relations 2016
402-1 Minimum notice periods regarding
operational changes
Page 86
In case of the organization with CBA, the
terms of negotiations and consultations
are not specified in the CBA itself. CBA is in
full compliance with local regulations.
 
Occupational health and safety
GRI 3: Material
Topics 2021
3-3 Management of material topics Pages 87-88  
GRI 403:
Occupational
Health and
Safety 2018
403-1 Occupational health and safety
management system
Page 87  
403-2 Hazard identification, risk assessment,
and incident investigation
Pages 87-88  
403-3 Occupational health services Page 87  
403-4 Worker participation, consultation,
and communication on occupational health
and safety
Pages 87-88 403-4-b Not
applicable
At Bank of
Georgia,
we have
established
OHS
procedures
and policies
managed by
a dedicated
Safety team
without the
need for the
formal joint
committees.
403-5 Worker training on occupational health
and safety
Page 87  
403-6 Promotion of worker health All employees and their families are
provided with health insurance (standard
package). We do not offer any voluntary
health promotion services or programmes
to address major non-work-related health
risks.
 
403-7 Prevention and mitigation of
occupational health and safety impacts
directly linked by business relationships
Pages 49, 87-88  
403-8 Workers covered by an occupational
health and safety management system
Page 87
The OHS system has not been audited or
certified by an external party.
403-9 Work-related injuries Page 88  
403-10 Work-related ill health Page 88
There were zero cases of work-related ill
health or fatalities both for employees and
non-employee workers.
 
Training and education
GRI 3: Material
Topics 2021
3-3 Management of material topics Pages 83-85  

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Strategic Report
Governance Financial Statements Additional Information
GRI STANDARD/
OTHER SOURCE DISCLOSURE LOCATION
OMISSION
REQUIREMENT(S)
OMITTED REASON EXPLANATION
GRI 404: Training
and Education
2016
404-1 Average hours of training per year
per employee
Page 85  
404-2 Programmes for upgrading employee
skills and transition assistance programmes
Page 84  
404-3 Percentage of employees receiving
regular performance and career
development reviews
Page 84  
Diversity and equal opportunity
GRI 3: Material
Topics 2021
3-3 Management of material topics Pages 81-83  
GRI 405:
Diversity
and Equal
Opportunity 2016
405-1 Diversity of governance bodies
and employees
Page 82  
405-2 Ratio of basic salary and remuneration
of women to men
Page 83  
Non-discrimination
GRI 3: Material
Topics 2021
3-3 Management of material topics Anti-discrimination and Anti-harassment
Policy
 
GRI 406: Non-
discrimination
2016
406-1 Incidents of discrimination and
corrective actions taken
There have been no incidents of
discrimination.
 
Freedom of association and collective bargaining
GRI 3: Material
Topics 2021
3-3 Management of material topics Page 82
Human Rights Policy
 
GRI 407:
Freedom of
Association
and Collective
Bargaining 2016
407-1 Operations and suppliers in which the
right to freedom of association and collective
bargaining may be at risk
Pages 49, 82  
Child labour
GRI 3: Material
Topics 2021
3-3 Management of material topics Page 82
Supplier Code of Conduct
 
GRI 408: Child
Labor 2016
408-1 Operations and suppliers at significant
risk for incidents of child labour
Pages 49, 82
Supplier Code of Conduct
 
Forced or compulsory labour
GRI 3: Material
Topics 2021
3-3 Management of material topics Page 82
Supplier Code of Conduct
 
GRI 409: Forced
or Compulsory
Labor 2016
409-1 Operations and suppliers at
significant risk for incidents of forced
or compulsory labour
Pages 49, 82
Supplier Code of Conduct
 
Security practices
GRI 3: Material
Topics 2021
3-3 Management of material topics Pages 87-88  
GRI 410: Security
Practices 2016
410-1 Security personnel trained in human
rights policies or procedures
The Security department had 100%
coverage of the online course on
human rights and protection against
discrimination.
410-1 Informa-
tion un-
available/
incomplete
At
Ameriabank,
the data
could not be
obtained.
We will begin
gathering it
in the next
period.
Supplier social assessment
GRI 3: Material
Topics 2021
3-3 Management of material topics Page 49
At Ameriabank, the supplier social
assessment has not been conducted. We
will be considering the potential adoption
of supplier E&S due diligence.
 
GRI 414:
Supplier Social
Assessment 2016
414-1 New suppliers that were screened using
social criteria
In this reporting period, new suppliers were
not screened using social criteria. However,
we will prioritise this in the next period to
improve sustainability of Bank of Georgia’s
supply chain.
 

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Additional Information
GRI STANDARD/
OTHER SOURCE DISCLOSURE LOCATION
OMISSION
REQUIREMENT(S)
OMITTED REASON EXPLANATION
414-2 Negative social impacts in the supply
chain and actions taken
Page 49  
Customer health and safety
GRI 3: Material
Topics 2021
3-3 Management of material topics Pages 87-88  
416-2 Incidents of non-compliance concerning
the health and safety impacts of products
and services
There were no such incidents.  
Customer privacy
GRI 3: Material
Topics 2021
3-3 Management of material topics Pages 43-45  
GRI 418:
Customer Privacy
2016
418-1 Substantiated complaints concerning
breaches of customer privacy and losses of
customer data
Page 45  
Anti-money laundering
GRI 3: Material
Topics 2021
3-3 Management of material topics Pages 40-41
Own indicator
Operations assessed for risks related to
money laundering
Page 41
Own indicator
Communication and training about anti-
money laundering policies and procedures
Page 41
Own indicator
Confirmed incidents of money laundering
and actions taken
Page 41
Customer protection
GRI 3: Material
Topics 2021
3-3 Management of material topics Pages 45-46
Own indicator
Customer complaint submission channels Page 46
Own indicator
Training on customer protection Page 46
Own indicator
Customer complaints management
principles
Page 46
Own indicator
Registered customer complaints and
resolution outcomes
Page 47
Financial inclusion
GRI 3: Material
Topics 2021
3-3 Management of material topics Pages 52-54
Own indicator
Regional coverage to serve underserved
individuals
Page 52
Own indicator
Outreach to self-employed borrowers Page 52
Own indicator
Inclusive banking for ethnic minorities Page 52
Own indicator
Access to banking services for visually
impaired individuals
Page 53
Own indicator
sCoolApp – financial empowerment for
school students
Page 53-54
Own indicator
Supporting local businesses Page 54
Sustainable finance
GRI 3: Material
Topics 2021
3-3 Management of material topics Pages 55-59
Own indicator
Sustainable portfolio Pages 58-59
Own indicator
Environmental and social risk management Pages 55-57

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Strategic Report
Governance Financial Statements Additional Information
The Group Lion Finance Group PLC and its group companies as a whole
The Company Lion Finance Group PLC
Group Companies JSC Bank of Georgia and Ameriabank CJSC
Principal operating subsidiaries JSC Bank of Georgia or Ameriabank CJSC
The Bank JSC Bank of Georgia or Ameriabank CJSC, depending on the context
BOG, or Bank of Georgia JSC Bank of Georgia
AMB, or Ameriabank Ameriabank CJSC
BNB, or Belarusky Narodny
Bank
JSC Belarusky Narodny Bank
The Board The Board of Directors of Lion Finance Group PLC
The Management Board For JSC Bank of Georgia, refers to the CEO and Deputy CEOs. For Ameriabank CJSC, refers to
the CEO and Management Board members, as outlined on the Group website:
https://lionfinancegroup.uk/leadership-and-governance/subsidiary-management/.
The Code The UK Corporate Governance Code published in 2018
The Directors Members of the Board of Directors
Supervisory Board The Supervisory Board of JSC Bank of Georgia or the Supervisory Board of Ameriabank CJSC,
depending on the entity being discussed.
Executive Management Team Executive Management and Executive Management Team are used interchangeably throughout
this report. Both represent the Management Team of the Group as presented on the Group’s
website at https://lionfinancegroup.uk/leadership-and-governance/group-management; In
some contexts related to Bank of Georgia or Ameriabank, Executive Management refers to a
local definition that includes the Management Board and other key executives.
We/our/us References to ‘we’, ‘our’ or ‘us’ throughout this report primarily refer to the Group as a whole,
unless otherwise specified. The Group functions through a number of subsidiaries, each
operating as a separate legal entity with its own distinct legal and governance structure. For
reporting purposes, these subsidiaries are organised into the following Business Divisions:
Georgian Financial Services (GFS), Armenian Financial Services (AFS), and Other Businesses, as
described in the relevant sections of this report. Accordingly, and unless stated otherwise:
• References to ‘we’, ‘our’ or ‘us’ in the context of operations in Georgia refer to Georgian
Financial Services (GFS), which primarily comprises JSC Bank of Georgia (banking
operations) and JSC Galt & Taggart (capital markets and investment banking).
• References to ‘we’, ‘our’ or ‘us’in the context of operations in Armenia refer to Armenian
Financial Services (AFS), which primarily comprises Ameriabank CJSC.
• References to ‘we’, ‘our’ or ‘us’ in the context of other businesses refer to the Group’s other
operations, including JSC Belarusky Narodny Bank (banking business), JSC Digital Area, and
Lion Finance Group PLC holding company.
References

316
Annual Report 2024 Lion Finance Group PLC
Additional Information
Alternative performance measures (APMs)
These are financial metrics used by Group management to
provide additional insight into the Group’s performance.
APMs are not defined by International Financial Reporting
Standards (IFRS) and may not be directly comparable similar
measures used by other companies who use similar measures.
Group management uses these measures to assess operating
performance and support day-to-day decision-making, as they
believe APMs offer a clearer view of the Group’s underlying
financial results.
Regulatory and institutional terms
CBA
Central Bank of Armenia.
GRI
Global Reporting Initiative.
IFI
International Financial Institution.
NBG
National Bank of Georgia.
NBRB
National Bank of the Republic of Belarus.
Strategic terms and ESG performance indicators
Active merchant
A merchant that has executed at least one transaction within
the past month.
Ameriabank’s Green Bond Framework
Ameriabank’s framework, based on ICMA’s Green Bond
Principles, which establishes a structured approach for
issuing Green Finance Instruments in line with environmental
objectives, defining key components such as the use of
proceeds, project evaluation, management of proceeds,
reporting, and external review to support a low-carbon
green assets portfolio.
Ameriabank’s green portfolio
The total outstanding balance of loans assessed as green under
the Green Bond Framework and verified by Sustainalytics for
alignment with the framework’s use-of-proceeds criteria.
Cash withdrawals in total transactions (volume) –
Bank of Georgia
The percentage of cash withdrawal transactions relative to
total transactions obtained by dividing cash withdrawals by
total transactions and multiplying by 100.
Digital daily active user (Digital DAU)
The average daily number of retail customers who logged into
our mobile or internet banking channels during a given month.
Digital transactional MAU
The number of users who made at least one transaction
through digital channels within the past month.
Monthly active customer – retail or business
(MAC)
The number of retail or business customers who met predefined
activity criteria within the past month.
eNPS
eNPS asks: on a scale of 0-10, how likely is it that you would
recommend an entity as a place to work to a friend or a
colleague? The responses: 9 and 10 – are promoters; 7 and
8 – are neutral; 1 to 6 – are detractors. The final score equals
the percentage of the promoters minus the percentage of
the detractors.
Gender equal pay gap
The difference in average salary between male and female
employees in the same job or position, expressed as a
percentage of the male salary.
Green Asset Pool
Bank of Georgia’s green loan portfolio aligned with the NBG’s
Green Taxonomy and IFI-classified green loans, along with
Ameriabank’s green portfolio (assessed under the Ameriabank’s
Green Bond Framework).
Green portfolio (gross) – Bank of Georgia
The total outstanding balance of loans classified as green
according to the National Bank of Georgia’s Green Taxonomy
(available at https://nbg.gov.ge/en/page/sustainable-finance-
taxonomy).
Monthly active digital user (Digital MAU)
Retail customers who logged into our mobile or internet
banking channels at least once during a given month. For
business customers, this includes logins to our business mobile
or internet banking channels.
NBG’s Green Taxonomy
A classification system listing activities that aim to achieve
environmental objectives and contribute to the development
of a green economy (available at https://nbg.gov.ge/en/page/
sustainable-finance-taxonomy).
NBG’s Social Taxonomy
A classification system proposing categories focused on
achieving social objectives, primarily but not exclusively for a
target population (available at https://nbg.gov.ge/en/page/
sustainable-finance-taxonomy).
NBG’s Sustainable Finance Taxonomy
A classification system identifying activities that deliver on key
climate, green, social or sustainability objectives, consisting of
Green and Social Taxonomies.
Net Promoter Score (NPS)
NPS asks: on a scale of 0-10, how likely is it that you would
recommend an entity to a friend or a colleague? The responses:
9 and 10 – are promoters; 7 and 8 – are neutral; 1 to 6 – are
detractors. The final score equals the percentage of the
promoters minus the percentage of the detractors.
Number of self-employed borrowers
Number of individuals with a Bank of Georgia credit, whose
income from self-employment exceeds 50% of their total
income and whose business is not conducted in a legal
entity form.
Payment MAU
The number of retail customers who made at least one
payment using a Bank of Georgia card in the past month.
Percentage of employees who received a
performance review
The percentage of employees eligible for performance reviews
(excluding those on maternity leave) who received one.
Glossary

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Governance Financial Statements Additional Information
Rate of employee turnover
The percentage of employees who left the organisation during
2024, calculated by dividing the number of leavers by the
average number of employees during 2024, and multiplying
by 100.
Rate of new hires
The percentage of employees hired by the organisation during
2024, calculated by dividing the number of new hires by the
average number of employees during 2024, and multiplying
by 100.
Rate of recordable work-related injuries
The frequency of work-related injuries per 100 full-time
workers over one year, assuming each full-time worker
works 2,000 hours.
Raw gender pay gap
The unadjusted difference in average salary between male
and female employees in the organisation, expressed as a
percentage of the male salary.
Retention rate
The proportion of employees who returned from parental
leave in 2023 who were still employed at least 12 months after
their return.
Return to work rate
The proportion of employees who returned from parental leave
in 2024, out of those whose parental leave ended in 2024.
sCoolApp MAU
The number of unique individuals who logged into sCoolApp at
least once within the past month.
Social portfolio
The total outstanding balance of loans classified as social
according to the National Bank of Georgia’s Social Taxonomy
(available at https://nbg.gov.ge/en/page/sustainable-finance-
taxonomy).
Sustainable portfolio
The sum of the green and social portfolios, identified based on
the NBG’s Sustainable Finance Taxonomy (The NBG’s Social
Taxonomy can be accessed via https://nbg.gov.ge/en/page/
sustainable-finance-taxonomy).
Women to men ratio of basic salary
A comparison of the average basic salary earned by women
to the average basic salary earned by men, where basic salary
is the fixed, minimum amount paid to an employee (excluding
bonuses, benefits or other compensation).
Women to men ratio of remuneration
A comparison of the average total remuneration earned
by women to the average total remuneration earned by
men, where remuneration includes basic salary plus
additional payments.
Financial performance indicators
Basic earnings per share
Profit for the year attributable to shareholders of the Group
divided by the weighted average number of ordinary shares
outstanding over the same year.
Book value per share
Total equity attributable to shareholders of the Group divided
by the number of ordinary shares outstanding at year-end,
excluding treasury shares.
CBA Common Equity Tier 1 (CET1) capital
adequacy ratio
Common Equity Tier 1 capital divided by total risk weighted
assets, both calculated in accordance with the CBA
requirements. Calculated for Ameriabank standalone.
CBA Tier 1 capital adequacy ratio
Tier 1 capital divided by total risk weighted assets, both
calculated in accordance with the CBA requirements.
Calculated for Ameriabank standalone.
CBA Total capital adequacy ratio
Total regulatory capital divided by total risk-weighted assets,
both calculated in accordance with the CBA requirements.
Calculated for Ameriabank standalone.
CBA liquidity coverage ratio (LCR)
High-quality liquid assets (as defined by the CBA) divided by net
cash outflows over the next 30 days (as defined by the CBA).
Calculated for Ameriabank standalone.
CBA net stable funding ratio (NSFR)
Available stable funding (as defined by the CBA) divided by
required stable funding (as defined by the CBA). Calculated for
Ameriabank standalone.
Constant currency basis
Growth figures calculated using a fixed exchange rate to
eliminate the exchange rate effect. Year-on-year changes are
based on exchange rates of relevant currencies to Georgian Lari
(GEL) as at 31 December 2023.
Cost of deposits
Interest expense on client deposits and notes for the period
divided by the monthly average of client deposits and notes.
Cost of funds
Total interest expense for the year divided by the monthly
average of interest-bearing liabilities.
Cost of credit risk
Expected loss/impairment charge on loans to customers and
finance lease receivables for the year divided by the monthly
average balance of these assets.
Cost:income ratio
Operating expenses divided by operating income.
Gross loans to customers
Presented net of expected credit loss on contractually accrued
interest income throughout this Annual Report.
Interest-bearing liabilities
Includes amounts owed to credit institutions, client deposits
and notes, and debt securities issued.
Interest earning assets (excluding cash)
Includes amounts due from credit institutions, investment
securities (excluding corporate shares), and net loans to
customers and finance lease receivables.
Leverage (times)
Total liabilities divided by total equity.
Liquid assets
Include cash and cash equivalents, amounts due from credit
institutions, and investment securities.
Loan yield
Interest income from loans to customers and finance lease
receivables divided by the monthly average gross balance of
these assets.

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Additional Information
NBG (Basel III) Common Equity Tier 1 (CET1)
capital adequacy ratio
Common Equity Tier 1 capital divided by total risk-weighted
assets, both calculated in accordance with the NBG
requirements. Calculated for Bank of Georgia standalone,
based on IFRS.
NBG (Basel III) Tier 1 capital adequacy ratio
Tier 1 capital divided by total risk-weighted assets, both
calculated in accordance with the NBG requirements.
Calculated for Bank of Georgia standalone, based on IFRS.
NBG (Basel III) Total capital adequacy ratio
Total regulatory capital divided by total risk-weighted assets,
both calculated in accordance with the NBG requirements.
Calculated for Bank of Georgia standalone, based on IFRS.
NBG liquidity coverage ratio (LCR)
High-quality liquid assets (as defined by the NBG) divided by
net cash outflow over the next 30 days (as defined by NBG).
Calculations are made for Bank of Georgia standalone, based
on IFRS.
NBG net stable funding ratio (NSFR)
Available stable funding (as defined by the NBG) divided by
required stable funding (as defined by the NBG). Calculated
for Bank of Georgia standalone, based on IFRS.
Net interest margin (NIM)
Net interest income for the year divided by the monthly average
balance of interest-earning assets, excluding cash and cash
equivalents and corporate shares.
Net loans
Defined as gross loans to customers and finance lease
receivables less allowance for expected credit loss, except
in the consolidated audited financial statements.
NMF
Not meaningful.
Non-performing loans (NPLs)
Loans where principal and/or interest payments are overdue by
more than 90 days; or exposures experiencing substantial credit
deterioration and debtors assessed as unlikely to repay their
credit obligation(s) in full without collateral realisation.
NPL coverage ratio
Allowance for expected credit loss on loans to customers and
finance lease receivables divided by NPLs.
NPL coverage ratio adjusted for discounted value
of collateral
Allowance for expected credit loss on loans to customers,
finance lease and factoring receivables, plus the discounted
value of collateral for the NPL portfolio (capped at the
respective loan amount), divided by total NPLs.
One-off items
Significant items that do not arise during ordinary course
of business.
Operating leverage
The percentage change in operating income less the percentage
change in operating expenses.
Return on average total assets (ROAA)
Profit for the year divided by monthly average total assets
for the same year.
Return on average total equity (ROAE)
Profit for the year attributable to shareholders of the Group
divided by monthly average equity attributable to shareholders
of the Group for the same year.
Weighted average number of ordinary shares
The average daily number of shares outstanding, less daily
number of treasury shares outstanding.
Weighted average diluted number of
ordinary shares
The weighted average number of ordinary shares plus the
weighted average number of potentially dilutive shares
known to management during the same year.
Executive management functions
CEO
Chief Executive Officer
CFO
Chief Financial Officer
CLO
Chief Legal Officer
CMO
Chief Marketing Officer
CRO
Chief Risk Officer
Glossary continued

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Strategic Report
Governance Financial Statements Additional Information
Our website
All shareholders and potential shareholders can gain access to the Annual Report, presentations to investors, key financial
information, regulatory news, share and dividend data, AGM documentation and other significant information about Lion Finance
Group PLC at https://lionfinancegroup.uk.
Our registered address
Lion Finance Group PLC
29 Farm Street
London W1J 5RL
United Kingdom
Annual General Meeting
The Annual General Meeting of Lion Finance Group PLC (the ‘AGM’) will be held at Baker & McKenzie LLP, 280 Bishopsgate, London
EC2M 4RB. Details of the date, time and business to be conducted at the AGM is contained in the Notice of AGM, which will be
available on the Group’s website: https://lionfinancegroup.uk/investor-information/shareholder-meetings.
Shareholder enquiries
Lion Finance Group PLC’s share register is maintained by Computershare Investor Services PLC. Any queries about the
administration of holdings of ordinary shares, such as change of address or change of ownership, should be directed to the address
or telephone number immediately below. Holders of ordinary shares may also check details of their shareholding, subject to passing
an identity check, by visiting the Registrar’s website: www.investorcentre.co.uk or by calling the Shareholder Helpline on
+44 (0)370 873 5866.
Computershare Investor Services PLC
The Pavilions, Bridgwater Road
Bristol BS99 6ZZ
United Kingdom
Contact information
Lion Finance Group PLC Investor Relations
E-mail: ir@lfg.uk
Forward-looking statements
Certain statements in this Annual Report and Accounts contain forward-looking statements, including, but not limited to,
statements concerning expectations, projections, objectives, targets, goals, strategies, future events, future revenues or
performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, competitive strengths and
weaknesses, plans or goals relating to financial position and future operations and development. Although Lion Finance Group PLC
believes that the expectations and opinions reflected in such forward-looking statements are reasonable, no assurance can be given
that such expectations and opinions will prove to have been correct. By their nature, these forward-looking statements are subject
to a number of known and unknown risks, uncertainties and contingencies, and actual results and events could differ materially
from those currently being anticipated as reflected in such statements. Important factors that could cause actual results to differ
materially from those expressed or implied in forward-looking statements, certain of which are beyond our control, and certain of
which include, among other things, those described in ‘Principal risks and uncertainties’ included in this Annual Report and Accounts,
see pages 95 to 104. No part of these results or report constitutes, or shall be taken to constitute, an invitation or inducement to
invest in Lion Finance Group PLC or any other entity within the Group, and must not be relied upon in any way in connection with any
investment decision. Lion Finance Group PLC and other entities within the Group undertake no obligation to update any forward-
looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.
Nothing in this document should be construed as a profit forecast.
Shareholder information

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Additional Information

LION FINANCE GROUP PLC
lionfinancegroup.uk
Annual Report 2024