CONSISTENT PERFORMANCE
IN HIGH-GROWTH MARKETS
SPINE
WIDTH TBC
Read more: pages 22-38 Read more: pages 39-45 Read more: page 46
We are
Lion Finance
Group
Lion Finance Group PLC advances modern, customer-
focused banking powered by technological innovation.
Through its two leading universal banks in Georgia
(Bank of Georgia) and Armenia (Ameriabank), the
Group supports economic development and social
progress in high-growth markets.
We aim to deliver enduring value for shareholders by
sustaining strong financial performance, preserving
balance sheet resilience, and maintaining a prudent
and generous capital return framework.
Georgian Financial
Services
The Group’s banking and financial
services operations in Georgia, with
JSC Bank of Georgia, a leading bank
in Georgia, at its heart.
Armenian Financial
Services
The Group’s banking and financial
operations in Armenia, consisting
of Ameriabank CJSC, a leading bank
in Armenia.
Other Businesses
The Group’s smaller subsidiaries,
primarily JSC Digital Area and
JSCBelarusky Narodny Bank (BNB).
1
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For more information on Lion Finance Group, visit our website
In this report
Strategic Report 2-129
Overview 2
Our business model 3
Scaling our business model
to deliver long-term value 5
2025 – continuing our strong track record 7
2025 milestones 8
Macroeconomic overview of our
core markets 9
Chairman’s statement 13
Chief Executive Officer’s statement 15
Strategy and Performance 17
Our strategy framework 17
Key performance indicators 19
Georgian Financial Services (GFS) 22
Armenian Financial Services (AFS) 39
Other Businesses 46
Section 172(1) statement 47
Sustainability Review 56
Creating sustainable opportunities:
our sustainability review 56
Governance and integrity 58
Sustainable finance 65
Climate-related finacial disclosure 68
Empowering our employees 94
Empowering communities:
building a sustainable future together 102
Non-financial and sustainability
information statement 106
Risk Management 108
Our approach to risk management 108
Principal risks and uncertainties 111
Going Concern and
Viability Statement 123
Going concern statement 123
Viability statement 123
Overview of Financial Results 124
Overview of financial results 124
Governance 130-201
2025 key highlights 131
Board diversity, independence and tenure 132
Board skills and experience 133
Directors’ Governance Statement 134
Board of Directors 143
Group Management Team 147
Subsidiary Management 148
Nomination Committee Report 149
Audit Committee Report 159
Risk Committee Report 169
Directors’ Remuneration Report 176
Statement of Director’s Responsibilities 196
Directors’ Report 197
Financial
Statements 202-331
Independent Auditor’s Report 202
Consolidated Statement of
Financial Position 210
Consolidated Income Statement 211
Consolidated Statement of
Comprehensive Income 212
Consolidated Statement of
Changes in Equity 213
Consolidated Statement of Cash Flows 214
Separate Statement of
Financial Position 215
Separate Statement of
Changes in Equity 216
Separate Statement of Cash Flows 217
Notes to Consolidated
Financial Statements 218
Additional
Information 332-336
References 332
Glossary 333
Shareholder information 336
2
Lion Finance Group PLC Annual Report 2025
Read more: pages 3-129
Overview 2
Our business model 3
Scaling our business model
to deliver long-term value 5
2025 – continuing our strong
track record 7
2025 milestones 8
Macroeconomic overview of our
core markets 9
Chairman’s statement 13
Chief Executive Officer’s statement 15
Strategy and Performance 17
Our strategy framework 17
Key performance indicators 19
Georgian Finacial Services (GFS) 22
Armenian Financial Services (AFS) 39
Other Businesses 46
Section 172(1) statement 47
Sustainability Review 56
Creating sustainable opportunities:
our sustainability review 56
Governance and integrity 58
Sustainable finance 65
Climate-related finacial disclosure 68
Empowering our employees 94
Empowering communities: building
a sustainable future together 102
Non-financial and sustainability
information statement 106
Risk Management 108
Our approach to risk management 108
Principal risks and uncertainties 111
Going Concern and
Viability Statements 123
Going concern statement 123
Viability statement 123
Overview of Financial
Results 124
Overview of financial results 124
Strategic
Report
In this section
Building on our core
competitive strengths,
we drive sustainable
growth while maintaining
high profitability. We
deliver robust returns,
create lasting value for
our stakeholders and
contribute positively
to the communities
we serve.
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Lion Finance Group PLC Annual Report 2025
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Armenia
Türkiye
Black Sea
Caspian Sea
Georgia
Russia
Azerbaijan
GEL 2.2B
Our business model
What we do
How we
generate value
How we set
ourselves apart
Group at a glance
By leveraging our leading market positions in Georgia and Armenia and developing innovative,
customer-centric digital solutions accessible to a wide customer base, we deliver robust
growth, maintain strong profitability and create sustainable value for our stakeholders.
We differentiate ourselves through digital excellence recognised globally, deep local market
expertise across our operating regions, and a customer-obsessed culture that drives
innovation. Our multi-market strategy balances geographic diversification with focused
execution, while our agile organisational structure enables rapid adaptation to evolving
customer needs and market conditions.
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.
69%
Georgian
Financial Services
27%
Armenian
Financial Services
4%
Other
Businesses
Profit (before one-offs)
1
GEL
Where we operate
Share in Group total assets, 31 December 2025
GFS: 78%
AFS: 21 %
Other: 1%
Overview
1 Full-year 2025 figures exclude a one-off GEL 29.6m expense (GEL 29.1m in Georgian Financial Services and GEL 0.5m in Other Businesses) related to revised Employee Stock
Ownership Plan (ESOP) accounting treatment, which accelerated expense recognition for services rendered before official grant date and which resulted in a one-off ESOP
catch-up expense recognised in 4Q25. Reported consolidated profit for the full year 2025 was GEL 2,163.2m.
4
Lion Finance Group PLC Annual Report 2025
Market share in loans
37.8%
+0.2pp y-o-y
Profit (before one-offs)
1
GEL
1,708.7
M
+9.8% y-o-y
Profit
2
GEL 452.4M
Not meaningful
Market share in loans
21.7%
+0.9pp y-o-y
Profit
GEL 62.9M
+52.3% y-o-y
Market share in deposits
41.0%
-0.4pp y-o-y
ROAE (adjusted for one-offs)
1
32.0%
-1.5pp y-o-y
ROAE
2
22.6%
+2.0pp y-o-y
Market share in deposits
19.5%
+1.0pp y-o-y
ROAE
28.4%
+1.2pp y-o-y
Georgian Financial Services (GFS)
GFS is anchored by its core entity, JSC Bank of Georgia. As a leading universal
bank in Georgia, it focuses on providing accessible financial services to all
customer segments nationwide.
Armenian Financial Services (AFS)
The Group’s other principal business division, AFS, comprises Ameriabank CJSC,
which was acquired in March 2024. Ameriabank is the leading bank by loans in
Armenia and holds strong brand recognition. It presents significant potential for
retail expansion in a growing market.
Other small entities, along with intragroup eliminations
Other businesses includes JSC Belarusky Narodny Bank (BNB), serving
retail and SME clients in Belarus, and JSC Digital Area. The latter operates
a Georgian digital ecosystem featuring the Extra.ge e-commerce platform,
Biletebi.ge ticketing service, and Optimo merchant SaaS solution.
BNB standalone
1 Full-year 2025 figure excludes a one-off GEL 29.1m expense recorded in GFS, relating to the Group’s revised accounting treatment of annual discretionary share-based awards
(Employee Stock Ownership Plan, or ESOP), accelerating expense recognition to reflect services rendered prior to the official grant date and resulting in a one-off ESOP
catch-up recognised in 4Q25. Reported profit for GFS for the full-year 2025 was GEL 1,679.6m, with a reported ROAE of 31.5%.
2 Full-year 2024 figure excludes one-off items totalling GEL 672.2m recorded in AFS, comprising a gain on bargain purchase related to the Ameriabank acquisition and
acquisition-related costs. Reported profit for AFS for the full-year 2024 was GEL 902.3m. Year-on-year AFS change is not fully representative due to Ameriabank’s income
being included for only nine months in 2024 post-acquisition and acquisition-related adjustments, including initial ECL charges. As per Ameriabank’s standalone full-year
results, full-year 2025 profit was up 23.6% year-on-year.
Overview continued
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1.4
1.6
1.8
2.4
2.7
Dec 21 Dec 22 Dec 23 Dec 24 Dec 25
16.2
16.9
20.2
33.6
40.1
Dec 21 Dec 22 Dec 23 Dec 24 Dec 25
727
1,132
1,375
1,813
2,193
2021 2022 2023 2024 2025
0.9
1.1
1.4
1.8
2.2
Dec 21 Dec 22 Dec 23 Dec 24 Dec 25
14.0
18.3
20.5
33.2
38.6
Dec 21 Dec 22 Dec 23 Dec 24 Dec 25
2021 2022 2023 2024 2025
25.8%
32.4%
29.9%
30.0%
28.4%
Scaling our business model
to deliver long-term value
The Group has
consistently delivered
a track record of strong
performance. By putting
customers at the centre
of our strategy and
accelerating our digital
capabilities in high-growth
markets, we are driving
momentum and unlocking
new opportunities for
sustainable growth.
The Group continues to build profitable
and resilient banking franchises, combining
strong balance sheet growth, consistent
returns, and prudent risk management
across its core markets.
In Georgia, our focus on customer centricity
has established a leading universal bank
with the dominant retail franchise and
strong market positions across various
customer segments. By investing in
technological and digital capabilities, as
well as service quality, we have deepened
customer relationships, driven rising digital
adoption and built a customer-focused
operating model that supports long-term
profitable growth.
The acquisition of Ameriabank in March
2024 expanded the Group’s footprint
into Armenia, adding a well-established
local market leader with a strong brand,
a diversified customer base, and a
solid financial track record. Since the
acquisition, we have focused on enhancing
Ameriabank’s franchise by further
developing its mass retail offering and
strengthening its digital capabilities.
Today, Lion Finance Group operates two
leading banking franchises in Georgia and
Armenia. Combining market leadership
with deep customer relationships and
exposure to high-growth economies, the
Group remains well-placed to sustain
growth and deliver long-term value for
shareholders.
Monthly active customers (MAC) (retail)
3
Millions
Loan portfolio
GEL billions
Profit (before one-offs)
4
GEL millions
Digital monthly active users (Digital MAU) (retail)
3
Millions
Deposit portfolio
GEL billions
ROAE (adjusted for one-offs)
4
6
Lion Finance Group PLC Annual Report 2025
257
73
535
188
522
162
583
181
663
203
184
347
360
402
460
5
35%
37% 37%
31%
30%
2021 2022 2023 2024 2025
3.81
7. 6 5
8
9
10.5
CAGR: +28 . 8%
2021 2022 2023 2024 2025
Distributions to shareholders
GEL millions
Total dividend paid for the year
Share buyback and cancellation programme for the year
Total payout ratio
6
Dividend per share
GEL
Share buyback and cancellation programme
11.6%
Since the launch of the first share buyback and cancellation
programme in 2022, we have cancelled 5,695,095 shares,
representing 11.6% of ordinary shares in issue at the start
of the programme (as of 31 December 2025).
3 December 2024 and December 2025 figures represent the combined results for JSC Bank of Georgia and Ameriabank CJSC. Prior to 2024, figures include only JSC Bank of
Georgia standalone figures.
4 Full-year 2025 figure excludes a one-off GEL 29.6m expense related to revised Employee Stock Ownership Plan (ESOP) accounting treatment, which accelerated expense
recognition for services rendered before official grant dates and resulting in a one-off ESOP catch-up expense in 4Q25. Reported profit was GEL 2,163.2m, with reported
ROAE of 28.0%. Full-year 2024 figure excludes a one-off GEL 672.2m item, comprising a gain on bargain purchase and acquisition-related costs in Armenian Financial Services.
Reported profit was GEL 2,485.2m, with a reported ROAE of 41.2%. Full-year 2023 figure excludes a one-off GEL 22.6m from a legacy claim settlement. Reported profit was
GEL 1,397.3m, with a reported ROAE of 30.4%. Full-year 2022 figure excludes a one-off GEL 391.1m from a legacy claim settlement and a GEL 79.3m tax expense due to a
corporate tax model change for financial institutions in Georgia. Reported profit was GEL 1,444.0m , with a reported ROAE of 41.4%.
5 Dividend estimate in respect of 2025 includes the GEL 2.75 per share declared for 4Q25 (estimated payout amount: c. GEL 128m, includes dividends on vested and exercised
shares under the share-based compensation), GEL 2.65 per share declared for 3Q25 (GEL 113m paid in January 2026), and the GEL 5.10 per share declared for 1Q25 and 2Q25
(GEL 219m paid in October 2025). This results in a cumulative 2025 dividend of GEL 10.50 per share, and a cumulative FY25 dividend outflow estimate of c. GEL 460m.
6 The total payout ratio includes both cash dividends and share buybacks. The buyback payout component is calculated as the total buyback amount divided by the number of
shares outstanding prior to the start of the respective programme.
Overview continued
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7 Based on external research by IPM Georgia, surveying a random sample of customers with face-to-face interviews. Data as of December 2025.
8 Ameriabank measures its NPS internally each month; the figure shown reflects the average of the monthly scores for FY25.
2025 – continuing our strong track record
Customer franchise growth
Customer franchise growth continued in
2025, with particularly strong momentum
in Armenia, driven by rising digital
engagement and the ongoing adoption
of customer-centric digital solutions.
High customer satisfaction
Customer centricity remained at the heart
of our operations, with customer feedback
incorporated into business decisions,
resulting in high satisfaction levels
throughout the year.
Bank of Georgia, Retail Digital
MAU
+15.0% y-o-y
Bank of Georgia: NPS
(third-party survey)
7
+9.0pp y-o-y
Ameriabank, Retail Digital
MAU
+45.3% y-o-y
Ameriabank: NPS
(internal survey)
8
+3.0pp y-o-y
1,833.1K
76
336.5
K
80
Robust balance sheet growth
Balance sheet growth remained robust
in 2025, with strong loan and deposit
expansion across our core businesses.
Healthy asset quality
The Group maintained healthy asset
quality in 2025, underpinned by disciplined
risk management and prudent lending
practices.
Strong profitability
The Group maintained strong profitability,
with an ROAE well above the 20%+ target.
Attractive capital return policy
The Group continued to return capital to
shareholders in 2025 through quarterly
dividends and a share buyback and
cancellation programme, in line with a
capital return policy targeting 30–50%
payout from annual profits.
Net loans
+19.7% y-o-y in constant currency
Cost of credit risk ratio
-0.1pp y-o-y
Profit (before one-offs)
4
+20.9% y-o-y
Dividend per share
+16.7% y-o-y
Client deposits
+17.3% y-o-y in constant currency
NPLs to gross loans
+0.1pp y-o-y
ROAE (adjusted for one-offs)
4
-1.6pp y-o-y
Share buyback and cancellation
+11.8% y-o-y
GEL40.1B
0.4%
GEL2.2B
GEL
10.50
GEL38.6B
2.1%
28.4%
GEL203M
8
Lion Finance Group PLC Annual Report 2025
2025 milestones
2025 was another year of strong performance for the Group.
Bank of Georgia maintained the quality and strength of its
franchise and was named the World’s Best Digital Bank for
the second consecutive year, highlighting its leadership in
digital innovation. Meanwhile, Ameriabank made significant
progress in developing its retail banking and digital capabilities,
further strengthening its position in Armenia.
February
Name change to Lion Finance Group PLC
In February 2025, the Group changed its name from Bank of
Georgia Group PLC to Lion Finance Group PLC. This change reflects
our broader geographical presence following the acquisition of
Ameriabank, Armenia’s leading bank, in March 2024.
While the Company adopted a new name, our principal entities –
Bank of Georgia and Ameriabank – continue to operate under
their established brands in their respective markets.
October
Global recognition for digital excellence
Bank of Georgia, one of the Group’s principal entities, was named
the “World’s Best Digital Bank” by
Global Finance
for the second
consecutive year. This recognition underscores Bank of Georgia’s
continued leadership in digital innovation and its commitment to
delivering an exceptional customer experience.
November
GEL Eurobond issuance
Bank of Georgia successfully priced a GEL 450 million offering of
11.50% senior unsecured Notes (the “Notes“) due 17 November 2028.
The Notes are denominated in GEL. Rated Ba2 by Moody’s and listed on
the Irish Stock Exchange, this transaction was the largest local-currency
Eurobond issued by a private sector entity across the Caucasus, Turkey,
and Central Asia in 2025.
Overview continued
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Macroeconomic overview
of our core markets
The Group’s performance is inherently linked to the macroeconomic
conditions in its core markets of Georgia and Armenia. This section
outlines the key economic trends and factors shaping the Group’s
operating environment.
A business-friendly environment
Georgia and Armenia have consistently pursued reforms to
improve their business climates, featuring low tax regimes
and light regulatory burden to promote entrepreneurship.
Both countries are open to foreign investment, which is crucial
for capitalising on growth opportunities. Furthermore, Georgia
and Armenia operate several free economic zones offering
favourable tax treatment to investors. Targeted tax incentives
are also provided to the IT sector and technology startups to
attract investment and foster innovation.
Georgia enjoys duty-free access to major markets, including
the European Union (EU), China, Türkiye, the European Free
Trade Association (EFTA), the United Kingdom (UK), Ukraine
and the Commonwealth of Independent States (CIS).
Under Georgia’s corporate income tax regime, retained
earnings are not subject to taxation until distributed, which
incentivises reinvestment (this preferential treatment does
not apply to the financial sector).
Armenia has been a full member of Eurasian Economic Union
(EAEU) since 2015 and has implemented the Comprehensive
and Enhanced Partnership Agreement (CEPA) with the
EU since 2021. The country also participates in free trade
arrangements under the CIS framework. In October 2025,
Azerbaijan lifted restrictions on the transit of goods to
Armenia, a development that followed the signing of a
peace framework between the two countries in August 2025.
This has significantly improved regional connectivity and
trade prospects.
#35
#56
#4
BB
(stable outlook)
Nov 2025
#57
#65
#37
BB-
(positive outlook)
Jan 2026
Index of Economic Freedom,
2025 ranking
by Heritage Foundation
Corruption Perception Index,
2025 ranking
by Transparency International
Business Ready Index,
2025 ranking based on
average score
by World Bank
Long-term Foreign-currency
Issuer Default Rating
by Fitch
out of
184 countries
out of
181 countries
out of
101 countries
Georgia Armenia
10
Lion Finance Group PLC Annual Report 2025
Overview continued
Strong growth momentum
In 2025, the economies of Georgia and Armenia maintained
strong growth momentum, supported by robust domestic
demand and resilient external sector inflows. Structural
shifts across the region due to the Russia-Ukraine war have
reinforced the roles of both countries as regional hubs for trade,
transport, IT services and education. The gradual transition
toward more productive sectors as key growth drivers,
combined with prudent macroeconomic management, has
underpinned sustained economic expansion in both countries.
We expect robust economic growth to continue in Georgia
and Armenia in 2026, driven by strong private consumption,
public capital expenditure and sustained external demand
for services. According to the latest projections from the
International Monetary Fund (IMF), both countries are
expected to remain among the fastest-growing economies in
the region, supporting income convergence with higher-income
regional peers. This convergence process is further reinforced
by ongoing investments in public infrastructure.
This baseline outlook is accompanied by elevated downside
risks due to global economic uncertainty, ongoing geopolitical
tensions and domestic political factors, which are discussed
in greater detail in the Macro and Geopolitical Risks section
on pages 111 to 112. Nevertheless, both economies continue to
demonstrate resilience, supported by a broad-based growth
structure, diversified external inflows and solid macroeconomic
policy buffers.
Georgia Armenia Peer Median
Size of the economy
(Nominal GDP in 2025)
USD38 bn USD29 bn USD79 bn
Income per capita
(Nominal GDP per capita in 2025)
USD10,297 USD9,474 USD14,723
Track record of growth
(Average real GDP growth during 2015-2024)
5.6% 4.9% 3.3%
Current growth performance
(Real GDP growth in 2025)
7.5% 7.2% 2.9%
Expected growth over the next five years
(Projected average real GDP growth during 2026-2030)
5.3% 5.2% 3.0%
Source: IMF, Lion Finance Group PLC
Note: Peers include economies in Central and Eastern Europe, South Caucasus and Central Asia
Stable local currencies supported by
resilient and diversified external
sector inflows
In Georgia and Armenia, external sector
inflows have remained a key driver of
economic growth and local currency
strength. Both countries benefit from
a diversified inflow structure, with
historically strong contributions from
merchandise exports, international
tourism and remittances. In 2025,
these inflows normalised following the
temporary surge observed in previous
years, which was driven by migrant
inflows and capital movements related
to the Russia–Ukraine war.
At the same time, structural shifts across
the region have supported the sustained
expansion of service industries in both
economies, including information and
communication technology, transport
and logistics, and education. The
growing contribution of these sectors
has enhanced the diversification of hard
currency inflows and helped partially
offset historically persistent merchandise
trade deficits.
Source: Geostat, NBG, Armstat, CBA
Note: Positive and negative bars correspond to inflows and outflows, respectively
Georgia Armenia
5.0%
7.6%
5.3%
3.7%
3.3%
-10.3%
-4.4%
-5.5%
-5.3%
-2.1%
2021
-90%
90%
60%
30%
0%
-30%
- 60%
2022 2023 2024 9m25
2.5%
2.2%
0.9%
0.3%
4.7%
-3.4%
0.7%
-2.8%
-4.6%
-7.3%
2021
-90%
90%
60%
30%
0%
-30%
- 60%
2022 2023 2024 9m25
Current transfers
Labor and investment income
Trade in services
Trade in goods
Current account balance
Net FDI inflow
Current transfers
Labor and investment income
Trade in services
Trade in goods
Current account balance
Net FDI inflow
Composition of external flows as % of GDP
11
Lion Finance Group PLC Annual Report 2025
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Feb-15
Jun-15
Feb-17
Oct-17
Jun-18
Oct-18
Jun-19
Oct-19
Jun-20
Oct-15
Oct-16
Jun-16
Feb-16
Jun-17
Feb-18
Feb-19
Feb-20
Oct-20
Feb-21
Jun-21
Feb-22
Jun-22
Oct-22
Feb-23
Jun-23
Oct-23
Feb-24
Jun-24
Oct-24
Feb-25
Jun-25
Oct-25
Dec-25
8.0%
4.0%
1.6%
3.0%
Oct-21
-3%
15%
12%
9%
6%
3%
0%
6.5%
4.3%
3.0%
3.3%
-3%
15%
12%
9%
6%
3%
0%
Feb-15
Jun-15
Feb-17
Oct-17
Jun-18
Oct-18
Jun-19
Oct-19
Jun-20
Oct-15
Oct-16
Jun-16
Feb-16
Jun-17
Feb-18
Feb-19
Feb-20
Oct-20
Feb-21
Jun-21
Feb-22
Jun-22
Oct-22
Feb-23
Jun-23
Oct-23
Feb-24
Jun-24
Oct-24
Feb-25
Jun-25
Oct-25
Dec-25
Oct-21
-46.2
28.1
23.1%
11.6%
11.4%
6.9% 6.9%
4.0% 4.0%
3.8%
0.0%
-46.2
28.1
-0.8%
-21.4%
RUB EUR UZSBYN KZTGBP AMDGEL TRYUAHAZN
Stable inflation and prudent
monetary policies
Inflation remained broadly stable
in Georgia and Armenia in 2025, with
modest upticks in headline inflation largely
reflecting base effects from the previous
year and higher food prices. Core inflation,
however, stayed more contained and
closer to the 3% targets in both countries,
indicating well-anchored inflation
expectations.
Despite this overall price stability, inflation
risks remain elevated amid global trade
policy uncertainty and ongoing geopolitical
tensions. In response, the National Bank
of Georgia (NBG) and the Central Bank
of Armenia (CBA) maintained a cautious
monetary policy stance. The NBG kept its
policy rate unchanged at 8.0% throughout
2025, following cumulative cuts of 3.0
percentage points in 2023-2024. The CBA,
meanwhile, reduced its policy rate by a
modest 0.5 percentage points in 2025
to 6.5%, after cumulative cuts of 3.75
percentage points over 2023-2024.
We expect that inflation will converge
back to the 3% targets in both countries in
2026 as base effects fade and temporary
food price pressures subside. Continued
exchange rate strength should also
support price stability. We anticipate
the NBG to lower its policy rate by a
cumulative 0.5 percentage points during
the year, while the CBA is likely to be
more reserved, given that its policy rate
is already close to the estimated neutral
level.
The strength of external sector inflows,
together with agile macroeconomic
policies in both countries, has contributed
to local currency stability. During 2025, the
Georgian Lari (GEL) appreciated against
the US dollar by 4.0%, offsetting most
of the previous year’s 4.4% depreciation,
while the Armenian Dram (AMD)
appreciated further by 3.8%, following
a 2.0% gain in the previous year.
We expect the GEL and AMD exchange
rates to remain stable versus the US dollar,
supported by resilient external sector
inflows, sound macroeconomic policies
and a positive growth outlook.
Source: Respective central banks
Source: NBG, Geostat
Source: CBA, Armstat
Note: Core inflation measures the underlying trend in prices by excluding volatile items, such as food and energy
Selected currency movements against the US dollar (an increase indicates
appreciation)
Core inflation, year-on-year
Monetary policy rate, end of period
Headline CPI inflation, year-on-year
Inflation target
Georgia
Armenia
Core inflation, year-on-year
Monetary policy rate, end of period
Headline CPI inflation, year-on-year
Inflation target
2024 2025
12
Lion Finance Group PLC Annual Report 2025
6.2
2.5 2.8 3.0 3.3 3.5 3.9 4.3 4.9 5.0 4.42.5 2.8 3.0 3.3 3.5 3.9 4.3 4.9 5.0 4.4
0
65
36.0%
39.5%
38.9%
38.2%
40.1%
59.6%
49.1%
39.2%
38.9%
35.7%
34.3%
2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
2025
1.8 2.2 2.3 2.3 2.8 2.6 3.2 4.1 3.6 3.7 5.1
2025
0
65
44.1%
51.9%
53.7%
51.2%
50.1%
63.5%
60.2%
46.7%
48.2%
48.0%
47.3%
2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
2015
0%
10%
20%
30%
40%
50%
70%
60%
69.5%
68.0%
80%
2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
2015
0%
10%
20%
30%
40%
50%
70%
60%
4 2.4%
34.0%
80%
2016 2017 2018 2019 2020 2021 2022 2023 2024
2025
Solid international reserves and fiscal discipline
In 2025, resilient external sector inflows and a favourable
exchange rate environment enabled the NBG and the CBA to
actively rebuild foreign currency reserves, strengthening buffers
against external shocks and supporting macroeconomic stability.
Georgia’s gross international reserves reached USD 6.2bn by end-
2025, increasing by 38.4% year-on-year, while Armenia’s reserves
grew by 38.0% year-on-year to USD 5.1bn over the same period.
As of the end of 2025, reserve levels in both countries were within
the adequacy range, according to the IMF’s reserve adequacy
metrics.
Both countries also continued to demonstrate strong fiscal
discipline through the prudent management of budget
deficits and public debt. In 2025, Georgia remained on a fiscal
consolidation path, further reducing its government debt-to-
GDP ratio, while Armenia balanced elevated spending needs
with its medium-term fiscal sustainability objectives. Notably,
both countries have continued to reduce the share of external
debt in total government liabilities, thereby lowering exposure to
exchange-rate risk.
Robust banking sector performance supported
by strong asset quality, high capitalisation,
and lower dollarisation
In 2025, the Georgian and Armenian banking sectors sustained
strong performance, supported by favourable macroeconomic
tailwinds. In Georgia, bank lending growth moderated during
the year and broadly aligned with nominal economic growth,
expanding by 14.0% year-on-year on a constant currency basis,
following a 17.0% growth in the previous year. Bank lending in
Armenia remained stronger, increasing by an estimated 24.7%
year-on-year over the same period, after a 25.0% growth in 2024.
Lending growth in Armenia has also begun to moderate toward
more sustainable levels, reflecting the gradual phasing out of the
mortgage income tax refund programme.
In 2025, banking sectors in Georgia and Armenia remained
financially sound, well-capitalised, highly liquid and profitable,
comparing favourably with regional peers. Prudent regulations
and robust risk management practices have positioned both
banking systems to sustain healthy expansion going forward.
Financial dollarisation in both countries remained at historical
lows, following significant declines in previous years. The NBG
and the CBA continued to implement de-dollarisation measures
aimed at reducing banks’ exposure to exchange-rate risk. In 2025,
the NBG increased the minimum threshold for unhedged foreign-
currency loans from GEL 500,000 to GEL 750,000. In Armenia,
mortgages and consumer loans to residents can only be issued
in local currency.
Source: NBG, Ministry of Finance of Georgia, Geostat Source: CBA, Ministry of Finance of Armenia, Armstat
Source: NBG, CBA Source: NBG, CBA
Georgia Armenia
Bank loans to GDP Bank loan dollarisation
Gross reserves, USD bn Government debt to GDP Gross reserves, USD bn Government debt to GDP
Georgia Armenia Georgia Armenia
Overview continued
13
Lion Finance Group PLC Annual Report 2025
Additional InformationFinancial StatementsGovernanceStrategic Report
Chairman’s statement
As I write this letter, Lion Finance
Group is confirmed as a constituent
of the FTSE 100 index. This milestone
reflects years of disciplined execution
and a clear focus on delivering
sustainable success.”
Our journey towards the FTSE 100
began with the Group’s GDR listing on
the London Stock Exchange in 2006,
embedding the highest standards of UK
corporate governance and establishing a
strong platform for growth. The digital
and customer-centric transformation
the Group launched in 2019 accelerated
our progress, strengthening both our
performance and our equity story. This
momentum enabled the transformational
acquisition of Ameriabank in 2024,
significantly expanding our scale and
reach. In 2025, we rebranded as Lion
Finance Group to reflect the broader
regional banking group we have built.
Each of these steps brought us to where
we stand today – among the 100 largest
companies on the London Stock Exchange.
This achievement validates a strategy
supported by the Board and consistently
executed by management. As a Board,
we are proud of how far we have come
and look forward with confidence to
overseeing the next chapter of the Group’s
development.
Another year of
strong performance
The Group delivered another successful
year, achieving a record profit of
GEL2.2billion and a return on average
equity of 28.4%. Our strategy continues
to deliver significant value for our
shareholders. Book value per share
increased by 21.6%, driven by strong
earnings and our ongoing share buyback
programme. For 2025, we announced
shareholder distributions totalling
approximately GEL663 million, comprising
GEL 460 million in cash dividends and
GEL 203 million in share buybacks and
cancellations, representing a 30% payout
in line with our policy. Combined with
strong share price performance, these
returns delivered a total shareholder
return (TSR) of 107% for the year.
Our operating environment
Our operating environment continues to
be influenced by geopolitical dynamics and
local political developments that create
periods of uncertainty. Despite some
post-election volatility in Georgia at the
beginning of 2025, our management team
navigated these challenges effectively,
ensuring operational continuity, while the
Board maintained close oversight of all
market developments. We are keeping a
close eye on recent developments in the
Middle East and their implications for the
wider region; however, we do not expect
any significant direct adverse impacts on
14
Lion Finance Group PLC Annual Report 2025
our core markets. Georgia and Armenia
remain among the wider region’s fastest
growing, resilient, and most prudently
managed economies. Preliminary
indicators point to a strong start to 2026
in both markets, with real GDP growth
projected at around 6% in Georgia and
5.5–6% in Armenia. This momentum
presents meaningful opportunities,
particularly if progress on the Armenia-
Azerbaijan peace agreement moves
towards tangible actions that promise
greater regional connectivity. With leading
banking franchises in both countries, the
Group is well-positioned to benefit from
these economic tailwinds.
Enhanced Group oversight
Enhancing our governance framework
remained a key priority in 2025, with
particular focus on Ameriabank’s
integration into the Group. The
Board maintained close oversight of
Ameriabank’s performance and strategic
progress through regular updates and
ongoing engagement with Ameriabank’s
executive management team.
In September 2025, the Board once
again convened in Yerevan, holding its
second meeting in the city and continuing
to strengthen its understanding of the
Armenian market and Ameriabank’s
operations. During the visit, Directors
engaged directly with management
and colleagues, including through an
Employee Voice meeting, which provided
valuable insight into the perspectives
of employees across the organisation.
Alongside the Board’s programme, I also
met with a range of local stakeholders,
including customers and the Governor of
the Central Bank of Armenia, reinforcing
the importance we place on building
strong relationships and maintaining
open dialogue as we continue to support
Ameriabank’s growth within the Group.
During the year, we enhanced the
Board’s collective capabilities with the
appointment of additional Independent
Non-executive Directors. In April 2025, we
welcomed Karine Hirn, whose extensive
experience in sustainability, international
investment, and corporate governance
has enhanced the Board’s capabilities,
particularly in Environmental, Social and
Governance (ESG). In March 2026, we
were also pleased to appoint Dr. Armen
Orujyan as an Independent Non-executive
Director. Armen brings valuable expertise
in deep-tech innovation, global policy, and
venture development, which will support
the Group’s strategic ambitions as we
continue to grow.
Positive outcomes for our
communities
Our definition of success extends beyond
financial metrics to encompass the
opportunities we create for our people,
communities, and the broader economies
we serve.
Throughout the year, the Board monitored
progress against key strategic and ESG
objectives. We were particularly pleased
to see record-high NPS scores at Bank
of Georgia, the expansion of the green
loan portfolio at both Bank of Georgia
and Ameriabank – with Bank of Georgia
maintaining its position as the leading
green lender in Georgia – and increased
youth engagement with our financial tools
and mobile app, including financial literacy
content. Ameriabank launched its own
dedicated financial app for schoolchildren,
MyAmeria Star, advancing the Group’s
commitment to financial inclusion and
early-stage financial education. These
examples, detailed further in this Report
and our separate Sustainability Report,
demonstrate our holistic approach to
responsible banking. Our commitment to
sustainable development in Georgia and
Armenia will remain central to our business
in 2026 and beyond.
Strong culture
Our achievements are underpinned by
a distinctive corporate culture that our
CEO has consistently championed and
embedded across the organisation. At
its core is a commitment to putting
customers first, ensuring their needs
remain central to every business decision.
This customer-centric approach is
supported by an internal environment built
on trust, transparency and a commitment
to learning continuously from feedback
and experience. The Group also operates
a robust and granular performance
management system which, alongside
financial metrics, includes non-financial
measures that reflect the quality of our
franchise, including Net Promoter Score
(NPS) as one of the organisation’s north
star metrics.
As a Board, we consider cultural
stewardship a primary responsibility.
We monitor effectiveness through
detailed analysis of eNPS and employee
engagement results, diversity metrics, and
comprehensive Human Capital reports.
Direct engagement is equally important.
Employee Voice meetings held during
the year provided valuable insight into
employee experience across the Group.
I was pleased to hear employees speak
positively about the strong workplace
culture, while also sharing constructive
feedback on opportunities for greater
engagement with senior management
in Georgia, which management has
addressed through expanded CEO and
management town halls. At Ameriabank,
colleagues also expressed appreciation for
the thoughtful and respectful approach
taken to cultural integration following the
acquisition. Further details on our culture
can be found on pages 138 to 139 of this
Report.
The future
The Group’s inclusion in the FTSE 100
represents an important milestone, but
it is by no means the destination. Rather,
it reflects the strength of our foundation
and the opportunities ahead. With a
resilient business model and a clear
strategy in our core markets, the Group
is well-positioned to continue delivering
strong performance and creating
sustainable value for all our stakeholders.
Mel Carvill
Board Chairman
24 March 2026
Overview continued
15
Lion Finance Group PLC Annual Report 2025
Additional InformationFinancial StatementsGovernanceStrategic Report
Chief Executive Officer’s statement
2025 was another record year for
Lion Finance Group, as we delivered
strong financial results across our
core businesses. Profit before one-
offs reached GEL 2.2 billion, up 20.9%
year-on-year, with adjusted return
on average equity at 28.4%.”
These results were supported by strong
profitability across Georgia and Armenia,
two countries that stand out in the wider
region for their resilience and prudent
economic management, with GDP growth
of 7.5% and 7.2% in 2025, among the
highest in the area. Our leading customer
franchises in these markets position us
well to capture significant growth as these
economies continue to converge with
Central and Eastern Europe.
We continue to monitor regional
developments, including the situation
in the Middle East. While any human
tragedy is deeply felt, from a macro
perspective we do not expect a significant
negative direct impact. In fact, recent
shifts have prompted residents from the
region to seek new homes and financial
opportunities – areas where Lion Finance
Group is well placed to support people in
their search for better and safer lives.
Against this backdrop of resilient
growth and opportunity, we achieved
an important milestone: in March 2026,
LionFinance Group became a constituent
of the FTSE 100 Index, effective 23 March
2026.
A historic milestone:
joining the FTSE 100
This milestone arrived on the 20th
anniversary of our listing on the London
Stock Exchange – a moment that invites
reflection on how far we have come.
In 2006, when we listed our Global
Depository Receipts (GDRs), our IPO was
priced at $18 per GDR, with a market
capitalisation of approximately USD 440
million. Fast forward and we entered the
FTSE 100 with a market capitalisation of
GBP 4.7 billion. Over these two decades,
we have delivered a more than 50-fold
increase in total assets, building a highly
profitable regional banking platform
focused on high-growth markets.
This achievement is a testament to
sustained performance, disciplined
execution, and the strength of our teams.
I believe our inclusion in the FTSE 100
will enhance our profile among global
institutional investors and support the
next chapter of our growth journey.
16
Lion Finance Group PLC Annual Report 2025
Bank of Georgia: sustaining
market leadership
The story of Bank of Georgia is one
of continuous evolution. Our focus on
understanding customer needs, acting
on their feedback, and delivering relevant
solutions faster than competitors has
been central to our success.
Technology and artificial intelligence have
become key enablers of this approach.
We have embedded AI across our
operations – from our GenAI chatbot
that resolves 65% of queries without
human intervention whilst achieving a
91% customer satisfaction score, to AI-
generated personalised recommendations
that drive engagement in the app, to
95% automation of unsecured loans that
significantly reduces time-to-money.
We now serve over 1.8 million digital
monthly active retail users – representing
a compound annual growth rate of 21.3%
over the past five years. More than 80%
of our monthly active retail customers
engage through digital channels, with up
to 1 million individuals using our platforms
every day. Over 70% of all retail products
are now sold digitally, and customers can
complete virtually any banking activity
remotely, including mortgage issuance.
We maintain our position as Georgia’s
top-of-mind and most trusted bank
1
,
holding number one market share in
assets, loans and deposits. Customer
satisfaction, measured through our Net
Promoter Score, remained consistently
above 70 throughout the year, reaching 76
in the fourth quarter – a record-high result
and a remarkable evolution from the mid-
40s just five years ago.
This strong customer franchise translated
into solid balance sheet growth, with net
loans and deposits expanding by 16.1% and
14.3% year-on-year in constant currency.
The depth of our customer relationships
and broad market presence underpin the
stability and strength of our business,
providing a solid foundation for continued
growth.
While the quality of our franchise in Georgia
is at historically high levels, we do not stop
here. We continually seek nuances and
sub-products where we see upside and
opportunities for improvement. These
insights come from multiple sources,
including regular customer feedback,
rigorous internal analysis and deep-
dive reviews, with a particular focus on
enhancing automation and quality. Our
attention to detail ensures we not only
maintain our standards but also drive
innovation across the business.
Ameriabank: remarkable growth
and retail franchise development
Armenia is a vibrant market full of
economic opportunity, which has potential
to expand further as regional connectivity
increases when the peace agreement with
Azerbaijan is fully implemented. We will
also be closely watching the parliamentary
elections in June 2026, which are
important for the country’s medium-term
strategic direction.
Ameriabank shares similar values and
strategic compass that have made
Bank of Georgia successful: a tech-
driven, customer-centric banking
franchise focused on building long-term
relationships through superior service
and innovation. Our strong team is
successfully growing the leading corporate
franchise while building and scaling the
retail business. Digital monthly active
retail users surged by 45.3% year-on-year
to 336,000, now representing 70% of
total monthly active retail customers –
up from 65% in 2024. Based on the level
of population penetration achieved in
Georgia, tripling or even quadrupling retail
Digital MAU at Ameriabank over the next
few years is an ambitious yet realistic goal.
During 2025, Ameriabank rolled out several
strategic initiatives to deepen customer
engagement, including a loyalty system
and MyAmeria Star, a banking app tailored
for school students – similar to sCoolApp
in Georgia. The Bank also delivered strong
balance sheet growth, with net loans
and deposits increasing by 28.0% and
21.9% year-on-year in constant currency,
underpinning the robust financial results
achieved during the year.
A notable step was Ameriabank’s first-
ever issuance of Additional Tier 1 Notes
in February 2026. The swift subscription
underscores investor trust and reflects
the strength of the Bank’s wealth
management franchise and distribution
capabilities. This issuance has enabled
Ameriabank to create additional capital
buffers, reinforcing its flexibility to pursue
further growth and deliver on its strategic
objectives.
Looking ahead
We entered 2026 on a strong note, with
our inclusion in the FTSE 100 marking a
significant milestone in our journey. This
achievement strengthens our foundation
for continued growth and reinforces
our commitment to the values of
performance, governance and partnership
that brought us here.
Our ambition remains clear: to be the main
bank in our customers’ lives. We know we
can do this better than many others – a
capability recognised by Global Finance,
which named Bank of Georgia as the
World’s Best Digital Bank for two years in
a row. Leveraging this winning strategy,
we aim to deepen customer relationships,
accelerate digital innovation and replicate
our success across high-growth markets.
I am confident that significant
opportunities lie ahead for us to continue
doing what we do best – creating long-
term value for customers, employees and
shareholders. Thank you for being part of
this journey.
Archil Gachechiladze
Chief Executive Officer
24 March 2026
1 Brand awareness results are based on surveys conducted by a third party, IPM Georgia.
Overview continued
17
Lion Finance Group PLC Annual Report 2025
Additional InformationFinancial StatementsGovernanceStrategic Report
See pages 47 to 55 for Section 172(1) statement.
Our strategy framework
Our purpose – empowering potential and improving lives – underpins our strategy
across our core markets of Georgia and Armenia. We drive customer-centric
innovation through digital and technology-enabled banking while pursuing sustainable,
responsible growth. Supported by disciplined risk management, strong capital
allocation and a clear ESG commitment, we deliver high-quality financial solutions
that create long-term value for our stakeholders and reinforce our leadership in
the markets we serve.
Key pillars of our strategy
Our stakeholders
To guide our strategy, we regularly engage with our key stakeholders and consider their views and feedback.
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.
Employees
We empower
and develop
our people in an
inclusive, supportive
workplace.
Customers
We put customers
first, delivering
tailored solutions
and innovative
services.
Investors
We maintain
trust through
transparent
reporting,
governance
and consistent
performance.
Communities
We invest in
financial inclusion,
education and
sustainable local
development.
Regulators
We uphold high
governance
standards and
comply with
all regulatory
requirements.
Strategy and performance
18
Lion Finance Group PLC Annual Report 2025
Strategy and performance continued
1 Brand awareness results are based on surveys conducted by a third party, IPM Georgia.
2 Based on the latest result of external survey conducted by Invia.
Our impact
Guided by our purpose and strategic pillars and
leveraging these powerful enablers, we create
meaningful impact and positive outcomes
across our core markets.
Our sustainability focus areas include:
Financial inclusion
Broadening economic participation by
leveraging digital innovation and financial
literacy initiatives to empower underserved
individuals and communities.
Sustainable finance
Supporting the transition to a greener
economy by integrating sustainability into
our core financial practices.
Employee empowerment
Nurturing a culture of excellence and
strengthening our position as an employer
of choice by providing equitable opportunities
for development and fostering a positive
employee experience.
Governance and integrity
Conducting our business in accordance with
the highest standards of governance and ethical
principles, ensuring accountability, transparency,
and fairness guide every decision.
Our enablers
To effectively engage with and create value for our stakeholders,
we leverage a set of enablers that drive our strategic execution.
Customer-centricity
Our success is anchored in a deep commitment to placing our
customers at the centre of everything we do. By embedding their
needs and experiences into our strategy, we deliver exceptional
outcomes and create sustainable value. This customer-first
approach is maintained through comprehensive, Group-wide
processes, including regular management reviews and robust Key
Performance Indicators (KPIs).
Data and AI
We are accelerating our transformation into a truly data-
driven organisation. We leverage advanced analytics and AI to
enhance decision-making, drive operational efficiency, and deliver
personalised customer experiences. Our focus is on deploying these
capabilities across our operations to unlock new opportunities and
provide intelligent solutions in every market we serve.
People and culture
Our people are the engine of our success. We are committed to
attracting, developing and inspiring a diverse and talented team.
Across all our markets, we cultivate an inclusive and supportive
culture that champions professional growth, collaboration and
innovation, empowering our employees to achieve their full
potential.
Brand strength
Our brand leadership in our core markets influences customer
choice and supports sustainable growth. We operate the most
trusted and top-of-mind bank in Georgia¹, as well as the top-of-
mind bank in the main cities in Armenia². By combining strong
awareness with trust, our recognisable brands reinforce credibility
and help deepen relationships with customers.
Effective risk management
A disciplined and proactive approach to risk management
is fundamental to our resilience and long-term growth. By
systematically identifying, assessing, and mitigating risks, we
safeguard the Group’s financial health and secure the confidence
of our stakeholders. Our robust framework enables us to navigate
uncertainty and supports long-term stability.
Key medium-term Group targets
Loan book growth
c.15%
ROAE
20%+
Capital distribution payout ratio
30-50%
19
Lion Finance Group PLC Annual Report 2025
Additional InformationFinancial StatementsGovernanceStrategic Report
0.7%
0.5%
0.4%
2023
2024
2025
1,375
1,813
2,193
2023
2024
2025
29.8%
34.3%
35.5%
2023
2024
2025
29.9%
30.0%
28.4%
2023
2024
2025
6.5%
6.3%
6.1%
2023
2024
2025
Cost of credit risk ratio
2
%
Performance in 2025
The cost of credit risk ratio stood at 0.4%
in FY25 versus 0.5% in FY24.
1 FY25 figures exclude a one-off GEL 29.6m expense related to revised Employee Stock Ownership Plan (ESOP) accounting treatment, which accelerated expense recognition for
services rendered before official grant dates. Reported profit was GEL 2,163.2m, with an ROAE of 28.0%, and a cost:income ratio of 36.2% The 2024 figure excludes a one-off
GEL672.2m item, comprising a gain on bargain purchase and acquisition-related costs in Armenian Financial Services. Reported profit was GEL 2,485.2m, with an ROAE of 41.2%.
The 2023 figure excludes a one-off GEL 22.6m from a legacy claim settlement. Reported profit was GEL 1,397.3m, with an ROAE of 30.4% and a cost:income ratio of 29.5%.
2 For FY24, net interest margin and cost of credit risk ratio were adjusted to exclude the effect of Ameriabank’s consolidation at the end of March on average balances.
Key performance indicators
These performance measures are selected to
consider the interests of all our stakeholders
– including employees, customers, investors,
and communities. This approach ensures
our decision-making and strategic
priorities create sustainable value for
everyone connected to our business. The
Board regularly reviews both financial
and non-financial KPIs to ensure their
continued relevance and alignment with
the Group’s strategic priorities and
medium-term targets.
Financial KPIs are assessed at the
Group level, and for 2025, they remained
unchanged from the previous year.
Strategic and ESG KPIs continued to
evolve in 2025. Following the acquisition
of Ameriabank in March 2024, we have
expanded the scope of certain strategic
KPIs to include Ameriabank’s metrics.
Specifically, we have incorporated key
performance indicators including Monthly
Active Customers (MAC), Digital Monthly
Active Users (Digital MAU), Net Promoter
Score (NPS), Employee Net Promoter
Score (eNPS) and green portfolio metrics
into our reporting framework. Tracking these
metrics is important given Ameriabank’s
strategic priorities and its focus on
expanding its retail customer base.
For definitions of all performance metrics
included in this section, please refer to the
Glossary from page 333.
Financial KPIs
Profit (before one-offs)
1
GEL m
Performance in 2025
In 2025, the Group reported a 20.9%
year-on-year increase in profit before
one-off items. Georgian Financial Services
contributed 78% of the full-year profit
before one-offs, while Armenian Financial
Services accounted for 21%.
ROAE (adjusted for one-offs)
1
%
Performance in 2025
Adjusted ROAE stood at 28.4% in FY25
(30.0% in FY24), well above the 20%+
medium-term target.
Cost:income ratio (adjusted for one-
off items)
1
%
Performance in 2025
In 2025, the Group delivered adjusted
cost:income ratio of 35.5%, versus 34.3%
for the full year of 2024.
Net interest margin (NIM)
2
%
Performance in 2025
NIM stood at 6.1% in FY25 (down 0.2
percentage points (pp) year-on-year).
The Group evaluates its performance through two categories of KPIs:
financial KPIs, and strategic and ESG KPIs.
20
Lion Finance Group PLC Annual Report 2025
59
67
76
2023
2024
2025
56
54
59
2023
2024
2025
12. 2%
19.8%
17.3%
2023
2024
2025
1,3 57. 2
1,594.4
1,833.1
2023
2024
2025
89.6
146.2
185.7
2023
2024
2025
54.7
63.1
77.1
2023
2024
2025
27. 8%
25.3%
20.2%
2023
2024
2025
19.6%
21.4%
19.7%
2023
2024
2025
Strategy and performance continued
3 Dec-24 year-on-year loan and deposit growth in constant currency (CC) is calculated using exchange rates as at 31 December 2023 for all segments except AFS. Given AFS
was consolidated at the end of March 2024 following the acquisition of Ameriabank CJSC, its CC loan growth was measured from end-of-March to end-of-December. For
GFS and other businesses, the standard December-to-December approach applies.
4 Based on external research by IPM Georgia in December 2025.
5 Based on internal survey.
Strategic and ESG KPIs – Bank of Georgia standalone
Net promoter score (NPS) (latest)
4
Employee net promoter score (eNPS)
(latest)
5
Retail digital monthly active users
(Digital MAU) (period-end)
‘000
Performance in 2025
NPS remained strong throughout 2025,
consistently staying above 70 and
reaching 76 in December 2025.
Performance in 2025
Engaged and committed employees are
critical to the Group’s success. The Bank’s
eNPS score increased to 59 by year-end
(from 54 at end-2024), exceeding our
target of 54.
Deposit growth in constant
currency
3
%
Performance in 2025
Client deposits and notes amounted to
GEL 38,630.0 million as at 31 December
2025, up 17.3% y-o-y on a constant
currency basis.
Performance at Dec 2025
This metric reflects growing adoption of
the Bank’s digital channels. In December
2025, Digital MAU increased 15.0% year-
on-year to over 1.8 million individuals, with
54.2% engaging daily, up 4.0pp y-o-y.
sCoolApp monthly active users (MAU)
(period-end)
‘000
Performance at Dec 2025
We surpassed the 2025 year-end target
of sCoolApp MAU of 185,000, having
reached 185,700 school students by
December 2025.
Number of self-employed borrowers
(period-end)
‘000
Performance at Dec 2025
The loan portfolio of self-employed
borrowers amounted to GEL 994.7 million
as at 31 December 2025, up 42.0% y-o-y.
Cash withdrawals in total transactions
(%) by volume (December)
‘000
Performance in 2025
This KPI was introduced in 2024. The figure
stood at 20.2% in Dec-25, down 5.1pp
y-o-y.
Net loan book growth in constant
currency
3
%
Performance in 2025
Net loans and finance lease receivables
totalled GEL 40,065.7 million as of
31 December 2025, reflecting a 19.7% year-
on-year increase on a constant currency
basis, well above the Group’s c.15% net loan
book growth medium-term target.
21
Lion Finance Group PLC Annual Report 2025
Additional InformationFinancial StatementsGovernanceStrategic Report
N/A
247
310
2023
2024
2025
N/A
57
51
2023
2024
2025
N/A
357.0
479.2
2023
2024
2025
N/A
231.6
336.5
2023
2024
2025
0
77
80
N/A2023
2024
2025
752
1,003
1 ,361
2023
2024
2025
Strategic and ESG KPIs – Bank of Georgia standalone continued
Strategic and ESG KPIs – Ameriabank standalone
Given that Ameriabank CJSC was acquired by the Group in early 2024, strategic and ESG KPIs are presented for 2024 and 2025 only.
Green portfolio, gross (period-end)
6
GEL m
Performance at Dec 2025
Represents the total value of loans and
financial products classified as green
under the NBG’s Sustainable Finance
Taxonomy, measured in millions at year-
end. In 2025, we exceeded our green
portfolio gross target of GEL 1.2 billion.
Green portfolio, gross (period-end)
GEL m
Employee net promoter score (eNPS)
(latest)
8
Retail monthly active customers
(MAC) (period-end)
‘000
Performance at Dec 2025
In 2025, we exceeded our green portfolio
gross target of GEL 285 million.
Retail digital monthly active users
(Digital MAU) (period-end)
‘000
Net promoter score (NPS)
(12-month average)
7
Performance at Dec 2025
In December 2025, Digital MAU was up
45.3% y-o-y to 336,500 individuals. Of the
digitally active users, 43.6% engage on a
daily basis, up 0.5pp y-o-y.
Performance in 2025
Ameriabank measures NPS internally on a
monthly basis; for FY25, NPS reached 80,
up from 77 in FY24.
Performance in 2025
Ameriabank’s eNPS score decreased to 51
by year-end (from 57 at the end of 2024).
See details on page 100.
Performance at Dec 2025
In December 2025, MAC was up 34.3%
y-o-y to 479,200 individuals. Of monthly
active users, 70.2% engage digitally on a
monthly basis, up 5.3pp y-o-y.
6 The 2025 green portfolio KPI was expanded to include Retail exposures alongside SME and CIB segments, whereas 2024 and earlier calculations included only SME and CIB.
For proper comparison, the equivalent 2024 figure including all three segments was GEL 1,024m (Sustainability Report 2024).
7 Ameriabank measures its NPS score internally each month; the figure shown reflects the average of the monthly scores for FY25.
8 Based on internal survey.
22
Lion Finance Group PLC Annual Report 2025
GEL 27.3 B
GEL 27.3 B
Dec 23 Dec 24 Dec 25
36.8%
37. 6%
37. 8%
Dec 23 Dec 24 Dec 25
39.0%
41.4%
41.0%
Georgian Financial Services (GFS)
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
JSCGalt & Taggart, the Group’s investment
banking and brokerage subsidiary (see page
38), as well as a number of smaller entities
that contribute to the Business Division’s
comprehensive financial offerings.
Georgian Financial Services
Mainly comprises
Retail
Banking
SME Banking
Corporate
and Investment
Banking
A leading financial platform that offers:
Net loans
Dec 25
SME Banking:
20.0%
Corporate and
Investment Banking:
35.4%
Retail Banking:
44.7%
Customer deposits
Dec 25
SME banking:
9.3%
Corporate and
Investment
Banking:
29.6%
Corporate Center and
eliminations: 1.2%
Retail banking:
60.0%
Market share – total gross loans Market share – customer deposits
NPS (period-end 2025)
1
76
+9pp from Sept-24 (latest)
Cost:income ratio (adjusted
for one-offs)
2
29.8%
+1.1pp y-o-y
Digital MAU (legal entities)
111.2K
+19.0% y-o-y
ROAE (adjusted for one-offs)
2
32.0%
-1.5pp y-o-y
Digital MAU (retail)
1.8M
+15.0% y-o-y
Profit (before one-offs)
2
GEL 1.7B
+9.8% y-o-y
Delivering on our
strategic objectives
Driving profitable
growth
View a comprehensive overview of GFS financial performance: pages 125-126
1 Figure based on external research by IPM Georgia.
2 In 2025, a GEL 29.1m one-off item at GFS reflected revised accounting for Employee Stock Ownership Plan (ESOP) awards, accelerating expense recognition for services and
resulting in a one-off ESOP catch-up expense in 4Q25. Salaries, operating expenses, ROAA, ROAE and Cost:income were adjusted accordingly. Before adjustments, 2025
profit was GEL 1,679.6m with an ROAE of 31.5% and cost:income of 30.8%.
Strategy and performance continued
23
Lion Finance Group PLC Annual Report 2025
Additional InformationFinancial StatementsGovernanceStrategic Report
Empowering individuals –
our retail banking offering
JSC Bank of Georgia is Georgia’s top-of-mind and most trusted bank,
serving more than 2 million monthly active retail customers with a
46% market share in individuals’ deposits
1
By the end of 2025, our Monthly Active
Customer (MAC) base grew to 2.2 million,
a 9.8% increase year-on-year, reflecting
our success in customer acquisition and
retention across all segments. Digital
engagement showed exceptional
momentum, with Digital MAU reaching
1.8 million – up 15.0% from 2024. Notably,
54.2% of these digital customers engaged
with our platforms daily, demonstrating
the growing integration of our services into
their everyday lives.
Beyond growth metrics, we closely track
customer satisfaction through Net
Promoter Score (NPS), which has shown
remarkable improvement over time. We
have consistently maintained an NPS
above 70 throughout 2025, culminating
in a score of 76 in the fourth quarter.
This represents a significant evolution in
customer sentiment – for reference, our
NPS was in the mid-40s just five years
ago. This transformation reflects our
sustained focus on customer experience
and the success of our customer-centric
business model.
Customer deposits are a primary
indicator of customer trust and given our
dominance in retail banking in Georgia,
represent one of our key differentiators.
Customer deposits in the Retail Banking
segment stood at GEL 16,385.0 million as
at 31 December 2025, up 14.8% year-on-
year in constant currency. This resulted
in a market share of 46.1% in individuals’
deposits (up 0.7pp y-o-y), underpinning
the strength of our customer franchise.
Furthermore, net loans reached GEL
12,190.2 million as at 31 December 2025, up
19.4% year-on-year in constant currency.
A year in review
Customer segments
The Retail Banking business is structured
into two segments: Mass Retail and Premium
Banking, with the latter including SOLO (mass
affluent banking) and Wealth Management
divisions (for high-net-worth individuals).
Customer segments
Mass Retail Banking Premium Banking
41.6%
58.4%
Digital monthly active users
Net loans
Customer deposits
1.8M
+15.0% y-o-y
GEL 16.4B
+14.8% y-o-y in constant currency
GEL 12.2B
+19.4% y-o-y in constant currency
90.6%
55.3%
9.4%
44.7%
Monthly active customers
2.2M
+9.8% y-o-y
91.8%
8.2%
Mass retail
Mass retail
Mass retail
Mass retail
Premium
Premium
Premium
Premium
1. Brand awareness results are based on surveys conducted by a third party, IPM Georgia.
24
Lion Finance Group PLC Annual Report 2025
Our product and service ecosystem
At the core of our Retail Banking success
is an integrated ecosystem where digital
channels, payment solutions and loyalty
mechanisms work together to create a
comprehensive customer experience that
serves as both our competitive advantage
and the foundation for sustained
relationships.
Our digital channels function as the
primary interface between customers
and our services, facilitating transactions
and product activations while delivering
personalised offers based on customer
behavior patterns. Built on this foundation,
our payments business creates valuable
daily touchpoints with customers.
These transactions provide insights into
financial habits, enabling more relevant
product development while generating
fee and commission income. By providing
a rewarding payment experience, we
foster deeper customer relationships that
naturally extend to other financial services
we offer.
Our loyalty programme strengthens
customer connections by rewarding
payment transactions with points,
creating a positive reinforcement cycle
that encourages cashless payments.
The following sections examine our digital
channels, payments business and loyalty
programme in greater detail.
BOG App: Our mobile-first approach to retail banking
The BOG App stands as Georgia’s leading financial superapp,
combining essential banking services with personalised lifestyle
offerings as well as beyond-banking solutions, including insurance
marketplace and retail brokerage.
Key digital solutions
• Fully remote mortgage process
We launched a comprehensive end-to-end
remote mortgage solution, eliminating
the need for branch visits. Customers can
either apply with a pre-approved credit
limit or request one at the beginning of
the application. The system performs
automated income, liability and credit
checks, considering existing credit limits
where available. Customers identify
properties through property codes and
select collateral, with existing properties
automatically retrieved from the National
Registry. Property valuations are scheduled
remotely when needed. After processing,
the system generates a tailored loan offer
which customers and co-borrowers can
sign directly in-app. Property registration
with the National Registry is completed
remotely via a video conference call.
• Digital loan signing
We introduced in-app loan signing for
branch-initiated loans, allowing customers
to review details and terms digitally. Once
the customer provides consent, the loan is
immediately activated without paperwork.
• Cross-border card-to-card transfers
We expanded our digital payment
capabilities with a P2P cross-border
transfer feature, enabling customers
to transfer funds from their own card
to another card they own in a different
country.
Specialised customer spaces
• Home space
A dedicated Home space was created as a
central hub for property-related finances.
This feature combines utility payments, bill
management, payment reminders, direct debit
controls and merchant offers in one location.
Additional features include shared household
access and spending analytics to simplify
financial management for property owners.
• sCoolApp integration for parents
We created a dedicated space within the
BOG App for parents to easily monitor their
children’s sCoolApp accounts (our banking
app for school children – see pages 28 to 29).
Parents can view balances, transaction
histories, activate templates, receive and
approve money requests, and manage other
aspects of their children’s banking activities
in one dedicated space.
Enhanced user experience
• In-app PIN changes
Addressing a significant customer pain point,
we introduced the ability to change card PINs
directly in the app, eliminating the need to visit
ATMs for this function.
• Advanced search functionality
We implemented a unified search bar that
combines contacts, templates, transactions,
products and offers in a single interface.
Results can be filtered by categories,
significantly improving navigation efficiency
within the app.
• Investment portfolio
We added a portfolio summary widget
to the main page, allowing real-time
monitoring of investment performance
without navigating to a special section
within the app.
Our financial superapp: What’s new in 2025
Strategy and performance continued
25
Lion Finance Group PLC Annual Report 2025
Additional InformationFinancial StatementsGovernanceStrategic Report
A year in review:
The evolution of our digital platforms
reflects a deeply customer-centric
approach, with feedback mechanisms
and Net Promoter Score (NPS)
measurements embedded directly into
our digital interfaces and cascaded as key
performance indicators throughout the
organisation.
Our product development cycle is
anchored in customer insight. We
systematically gather feedback through
multiple research methodologies including
focus groups, surveys, usability testing
and tree testing to ensure our innovations
address genuine customer needs. In
2025, to enhance our digital channels we
conducted 145+ research studies involving
more than 40,000 participants.
More than 99% of all transactions
now take place outside branches,
demonstrating the comprehensive shift
in customer behavior. More product sales
have also migrated to digital channels,
with 71% of all products sold digitally in
the fourth quarter of 2025 – an increase
of 10pp year-on-year. This represents a
remarkable evolution from just three years
ago, when digital sales accounted for
approximately 45% of total sales at year-
end 2022.
Share of products
sold digitally (4Q25)
71%
+10pp y-o-y
Loans (4Q25)
13%
87% +3.3 pp y-o-y
Deposits (4Q25)
26%
74% +6.5 pp y-o-y
Digital
Human-assisted/branch
This commitment
to user experience
has been recognised
globally, contributing
to Bank of Georgia
being named the
‘World’s Best Digital
Bank’ by Global
Finance for two
consecutive years.”
26
Lion Finance Group PLC Annual Report 2025
Payments ecosystem
Developing our payments business remains
a key strategic objective, supporting our
position as the main bank in customers’
daily lives. This ecosystem delivers multiple
advantages: card transactions provide
valuable insights into spending patterns,
enabling more relevant products and
personalised offers, while generating
significant fee and commission income
that complements our interest revenue.
Our customers benefit substantially from
our payment solutions through PLUS
programme loyalty points, American
Express Membership Rewards, merchant
cashback and discounts across Georgia,
and improved financial visibility via the
Personal Finance Manager in our BOG App.
In 2025, we launched several significant
enhancements to our payments ecosystem:
• Cross-border P2P capabilities
We introduced instant cross-border
person-to-person transfers, enabling
seamless card-to-card transactions
in both directions. This feature allows
customers to instantly send and receive
funds internationally between their own
cards, providing a secure way to manage
personal cross-border finances.
• Interbank instant transfers
Bank of Georgia signed a memorandum
of cooperation with partner banks
to implement an innovative instant
transfer system between banks. This
pioneering solution – the first of its
kind in Georgia – enables individuals to
transfer funds between participating
Georgian banks using only a mobile
phone number, eliminating the
complexity of traditional bank transfers
and accelerating the movement of
money within the country’s financial
system. Four banks have already been
integrated into the instant payment
network, with plans for further
expansion. Building on this initiative,
we signed a memorandum with ArCa
(“Armenian Card” CJSC) to extend
similar instant transfer functionality
to Armenia.
We view cash as our primary competitor
in the payments business and measure
our success through two key metrics:
Payment monthly active users
(MAU) (Dec-25):
1.6M
+13.0% y-o-y
Share of cash withdrawals
in total transactions (Dec-25):
20.2%
-5.1pp y-o-y
Loyalty ecosystem
Our loyalty programme, PLUS, continues
to be a cornerstone of our customer
engagement strategy, built on the twin
pillars of tiered membership and tier-linked
benefits. Customers advance through
tiers based on their activity, with each tier
offering enhanced rewards and privileges.
Customers accumulate PLUS points with
every debit card payment made at Bank
of Georgia point of sale terminals. These
points function as a virtual currency
and can be redeemed for purchases at
participating merchants throughout
Georgia. Complementing PLUS, our
second loyalty programme, Membership
Rewards (MR), is exclusively linked to
American Express credit cards. Customers
earn MR points for every Georgian Lari
spent via these credit cards, which can
either be redeemed directly for payments
or exchanged for PLUS points.
Following the 2024 revamp of the
PLUS programme – which simplified the
tier structure with monthly cycles and
introduced clearly defined tiers offering
progressively more points per transaction
– we have observed increasingly
sophisticated customer behavior in 2025.
A notable trend has emerged in how
customers manage their PLUS points:
many customers strategically retain their
points until the annual PLUS birthday
celebration, when point values double.
This behavior demonstrates a growing
understanding of programme mechanics
and optimisation of rewards value. The
significance of the PLUS birthday event
continues to grow. In our most recent
celebration, up to 95,000 (up 60.4% year-
on-year) unique clients exchanged PLUS
points in a single day, conducting over
169,000 transactions – a clear indication
of how deeply integrated our loyalty
programme has become in customers’
financial lives.
Unique customers who exchanged
PLUS points at least once during
the year (2025)
1.1M
+26.3% y-o-y
The PLUS programme provides multiple
benefits to our broader banking strategy.
It encourages card payments over cash,
provides valuable spending pattern data,
and significantly enhances customer
retention. The emotional connection
fostered through rewards and special
events like the PLUS birthday creates a
meaningful differentiation in Georgia’s
competitive banking landscape.
As we continue to refine our loyalty
offerings, we remain focused on enhancing
simplicity, deepening integration with key
products, delivering value-based rewards
and ensuring ease of use for all customers
across our retail banking segments.
Strategy and performance continued
27
Lion Finance Group PLC Annual Report 2025
Additional InformationFinancial StatementsGovernanceStrategic Report
Mass retail banking
Our mass retail strategy is built on
delivering a seamless, customer-centric
experience, providing relevant solutions to
a broad spectrum of the population we
serve. The strength of our offering rests
on our robust position in everyday banking,
supported by our digital excellence –
recognised as the world’s best digital
bank for two consecutive years by Global
Finance (2024-2025) – complemented by
our comprehensive loyalty programme
and leadership in payment solutions
(read more on our product and service
ecosystem on pages 24 to 26).
We take a granular segmentation
approach to mass retail banking, with
financial inclusion at the core of our
strategy. By identifying distinct customer
groups, we gain deeper insights into their
unique needs, allowing us to develop
tailored solutions for all subsegments.
Some of the subsegments we look at
closely are self-employed individuals,
ethnic minorities in Georgia, Georgian
emigrants abroad, and the youth
(school and university students).
Looking ahead to 2026, we will maintain
focus on reaching underpenetrated
and underbanked populations, ensuring
broader access to the financial tools
and support needed for individuals and
communities to thrive.
For more information about Bank of
Georgia’s initiatives in financial inclusion
and education, please refer to the
separate Sustainability Report.
Self-employed individuals
Previously, verifying income for
self-employed clients required on-site
visits to their place of business, creating
operational bottlenecks and limiting
efficiency. To address these challenges
and advance our digital transformation,
we introduced a remote income validation
process in 2025. This enabled fully
remote income assessments, enhancing
both operational efficiency and service
accessibility.
Simultaneously, we expanded digital
capabilities for this segment by allowing
customers to recalculate their applications
through digital channels, offering greater
flexibility, convenience and a more
seamless experience.
As a result, the number of self-employed
borrowers increased by 22.2% year-on-
year, surpassing 77,000 as at 31 December
2025 versus our KPI of 69,000. The loan
portfolio for self-employed borrowers
stood at GEL 994.7m as at 31 December
2025, marking a 42.0% year-on-year
increase.
Our strategic priority for 2026 is to
maintain focus on identifying and
onboarding self-employed individuals
while offering them a more streamlined
digital experience. We see substantial
growth potential in this area, which
aligns with our commitment to financial
inclusion.
Self-employed
borrowers (Dec-25)
77.1K
+22.2% y-o-y
Loan portfolio of self-employed
borrowers (Dec-25)
GEL 994.7M
+42.0% y-o-y
Ethnic minorities
Our commitment to financial inclusion
extends to all of Georgia’s diverse
communities, which we view as a vital
part of the country’s social fabric. The
latest census shows that ethnic minorities
comprise approximately 13% of Georgia’s
population, underscoring the importance
of advancing financial inclusion across
all segments of society. Recognising that
language barriers have historically posed
challenges for some ethnic minority
groups, we continued our focused efforts
in 2025 to make our services more
accessible.
Building on the integration of Turkish,
Azeri and Armenian language options
into the BOG App in 2024, we further
enhanced accessibility by tailoring our self-
service terminals for these communities.
Additionally, we expanded our physical
presence by opening four new branches
in the heart of regions predominantly
populated by Armenian and Azerbaijani
communities, providing access to banking
services for residents in the towns and
their 10-15 surrounding villages.
Furthermore, these branches have become
a source of local employment, and we
have equipped our new employees with
professional training to enhance their skills
and serve their communities effectively.
Throughout 2025, we eliminated language
barriers across all customer touchpoints:
• Extended Armenian and Azerbaijani
language options to our Self-Service
Terminals and integrated these
languages, along with Turkish, across
our entire nationwide ATM network;
• Pioneered bilingual SMS alerts,
push notifications, and newsletters
(Georgian-Azerbaijani/Georgian-
Armenian) – a first in Georgian banking
– ensuring critical information is always
understood;
• Engaged with local Armenian and
Azerbaijani-language media outlets
while empowering customers to provide
feedback through satisfaction surveys in
their native languages;
• Additionally, we launched targeted
cashback campaigns with local retailers
in ethnic minority regions, promoting
cashless payments in communities still
heavily reliant on cash transactions.
Emigrants
Georgian emigrants represent a vital
segment of our customer base, with
remittances constituting approximately
10% of Georgia’s GDP. This significant
economic contribution underscores the
importance of developing tailored financial
solutions that address their unique needs.
28
Lion Finance Group PLC Annual Report 2025
Money transfers market share (2025)
50.9%
+6.6pp y-o-y
The primary challenge for this segment
is geographical distance, requiring
comprehensive banking services that
can be accessed entirely remotely. In 2024,
we began the journey of developing a fully
remote mortgage process, which we further
refined in 2025. This innovation allows
emigrants to purchase property in their
homeland without returning to Georgia.
We expanded our digital offerings in 2025
with the introduction of instant cross-
border card-to-card transfers to personal
accounts, enabling quick and convenient
fund movements across borders. Our
digital suite for emigrants now includes
mortgage loans, remittance solutions,
loans based on remittance history and
consumer loans – all accessible from
anywhere in the world.
While all retail customers benefit from
these remote capabilities, they are
particularly valuable for emigrants who
rely exclusively on digital channels for
their banking needs. By developing these
specialised solutions, we strengthen
ties between emigrants and their home
country while facilitating their continued
participation in Georgia’s economy.
Youth
The youth segment comprises two primary target groups: school-age children and
university students.
Students
The Student Card is our specialised
banking product for university students,
offering a range of benefits tailored to
their lifestyle needs. Students can order
both physical and digital versions of the
card, with design options that reflect
their personal interests.
Cardholders earn enhanced rewards
through our PLUS loyalty programme
and receive discounted public
transportation in major Georgian
cities including Tbilisi, Batumi, Rustavi
and Zugdidi. In 2024, we launched the
Students Healthcare Programme,
providing special pricing and discounts
on medical services for Student
Cardholders. We expanded this initiative
in 2025 to include additional healthcare
providers, pharmacies and dental
services, creating a more comprehensive
health benefits package for students.
As of 31 December 2025, we had
242,000 active Student Card holders.
Digital engagement has been strong,
with up to 239,000 monthly active
users accessing their cards through
digital channels and over 192,000
students making regular payments
with their cards each month.
These specialised banking solutions
address the unique financial needs of
university students while helping them
manage everyday expenses in areas that
matter most to them – transportation,
healthcare and retail purchases.
Active student card holders (Dec-25)
242.0K
+10.1% y-o-y
Student card Digital MAU (Dec-25)
238.9K
+10.6% y-o-y
Student card payment MAU (Dec-25)
192.0K
+9.5% y-o-y
School student segment
Financial education is most effective
when it begins in childhood. Our sCoolApp,
launched in October 2022 as Georgia’s first
financial application for children, continues
to evolve as a cornerstone of youth
financial literacy. These specialised banking
solutions represent an important segment
in our retail banking portfolio, addressing
specific needs while contributing to
our customer acquisition and retention
strategy. In 2024, we set a target of
reaching 185,000 monthly active users for
our sCoolApp. By 31 December 2025, we
achieved up to 186,000 MAU, reflecting our
dual strategy of expanding user acquisition
while deepening daily engagement.
The application combines essential
banking features with age-appropriate
design elements that appeal to its young
user base. Comprehensive security
measures – including spending alerts,
customisable limits and in-app parental
card controls – create a protected
environment where children can develop
financial skills under appropriate parental
supervision.
The system is integrated with our main
banking application, allowing parents
to set spending limits, manage card
security, approve money requests and
monitor transaction history. This structure
ensures appropriate oversight while giving
children valuable experience with financial
management.
sCoolApp MAU (Dec-25)
185.7K
+27.0% y-o-y
Strategy and performance continued
29
Lion Finance Group PLC Annual Report 2025
Additional InformationFinancial StatementsGovernanceStrategic Report
sCool Card and sCool loyalty
system
The sCool Card enables students to
make everyday purchases, pay for
transportation with discounted fares
across multiple Georgian cities, and
collect loyalty points redeemable at
student-relevant merchants. By the
end of 2025, over 263,000 active sCool
Card holders were using the service,
with up to 204,000 students making
regular payments monthly.
We have built a network of over 200
partners offering exclusive deals on
everything from educational supplies
to entertainment. In 2025, responding
directly to user feedback, we introduced
the ability to instantly convert sCool
Points into mobile balance – enhancing
the practical value of loyalty.
We monitor sCool Card penetration
across Georgia’s key cities to ensure
broad geographical adoption. As of
December 2025, the share of pupils
holding a sCool Card in selected cities
is as follows:
54%
60%
77%
85%
Tbilisi
Batumi
Rustavi
Zugdidi
Digital
Piggy Bank
The sCoolApp features a Digital
Piggy Bank where young users take
their first steps toward building
saving habits. In 2025, we enhanced
this feature with personalised goals
and interactive progress trackers,
allowing users to name specific
aspirations, visualise their progress,
and celebrate milestones –
transforming abstract saving
concepts into concrete plans.
Educational ‘Stories’
Our weekly ‘Stories’ feature
provides engaging narratives
designed to build healthy financial
habits by making learning part
of users’ daily routine. In 2025,
we delivered educational stories
covering essential topics including
cybersecurity, banking products,
saving strategies, investing
concepts, card security and
responsible spending.
Gamification
In 2025, we relaunched our ‘TRIVIA’
gamification feature inspired by
Georgian fairy tales. This game invites
students on a journey guided by modern
interpretations of classic Georgian
heroes. Players complete daily missions,
answering age-appropriate questions
across subjects ranging from pop
culture to STEM and history.
By answering correctly, they collect
stars, advance through levels and earn
in-game coins, creating an engaging
learning experience. Several weeks of
‘TRIVIA’ were dedicated to our core
mission of financial empowerment,
making complex topics like saving,
cybersecurity and responsible spending
accessible and fun.
Over 122,000 sCoolApp users
completed at least one mission in 2025,
demonstrating strong engagement
with this educational approach.
Through this comprehensive ecosystem
combining practical banking tools with
educational content, we are fostering
financial literacy among young people
in Georgia while building relationships
with the next generation of banking
customers.
Active sCool Card holders:
263.2K
+35.5% y-o-y
sCool Card Payment MAU:
203.9K
+23.5% y-o-y
Active sCoolApp users with an
active piggy bank account:
83.6K
+20.8% y-o-y
30
Lion Finance Group PLC Annual Report 2025
Premium Banking
Within our retail segment, we offer
distinct premium banking services to
affluent customers seeking enhanced
financial solutions. Premium Banking
provides a comprehensive suite of
services combining traditional banking
products, personalised financial
solutions and exclusive lifestyle benefits
– including invitation-only events and
special partner offers.
This segment is structured into two
key divisions: SOLO, which serves
mass affluent clients, and Wealth
Management (WM), which caters
to high-net-worth individuals with
tailored financial support and wealth
management.
Premium Banking served more than
181,000 monthly active customers as
at 31 December 2025, representing
19.0% year-on-year growth. Digital
engagement within this segment is
particularly strong, with 94.7% of
Premium Banking customers using our
digital platforms on a monthly basis.
SOLO
SOLO represents our premium
banking service for mass affluent
customers, structured across
three distinct packages to ensure
personalised experiences aligned
with client expectations: SOLO X,
SOLO Premium and SOLO Club.
SOLO members enjoy access to a
range of exclusive benefits, including
special offers from premium partners,
invitation-only events and a dedicated
premium shopping experience through
exclusive boutique. SOLO Club
members receive additional privileges
including concierge services.
All SOLO packages include premium
debit and credit cards with enhanced
benefits such as airport lounge
access, fast-track security clearance,
and “more points” in our PLUS loyalty
programme. The digital banking
experience for SOLO members
features a distinctive user interface
with a dedicated section highlighting
membership benefits and offers.
A significant addition to our physical
footprint was the opening of a new
SOLO Business lounge in Batumi.
SOLO Business is the first-ever
collaboration between our SOLO
and SME segments.
This initiative addresses a significant
cross-selling opportunity we identified
– many SOLO customers are SME
business owners, while many SME
business owners qualify for SOLO
membership. The new concept
creates a shared lounge space that
caters to both personal premium
banking and business banking needs
simultaneously.
While our SOLO customer base
continued to grow in 2025, we
observed a parallel increase in digital
engagement, with Digital MAU/MAC
ratio increasing by 1.0 percentage
point year-on-year to 94.9%. In
line with this shift toward digital
servicing, we strategically closed
two SOLO lounges, focusing instead
on maintaining flagship premium
locations while enhancing digital
accessibility and relevance.
We continued to refine SOLO Events
programme, with weekly activities
spanning diverse interests through
formats such as SOLO Talks, SOLO
Hobby, and SOLO Tours.
Number of clients who used
SOLO-specific offers
136.6K
+56.3% y-o-y
Number of SOLO-specific offers
1,379
+25.4% y-o-y
Assets under management
1
GEL 5.8B
+25.7% y-o-y
Wealth management
Our Wealth Management
division serves high-net-worth
individuals and their families with
sophisticated financial solutions
and personalised service.
The Wealth Management service
suite encompasses comprehensive
financial solutions including
tailored financing options,
asset management strategies
focused on capital preservation
and growth, and premium
card products that provide
exclusive privileges and enhanced
convenience. Our clients benefit
from specialised investment
services including brokerage,
research and financial consulting.
Beyond financial services,
Wealth Management clients
enjoy lifestyle benefits including
personal concierge assistance
and access to curated events
and premium offers. This holistic
approach addresses both the
financial objectives and lifestyle
aspirations of our most discerning
clients, cementing our position as
a trusted advisor.
Through our Wealth Management
offering, we create lasting
relationships with high-net-worth
clients by understanding their
unique circumstances, anticipating
their needs and delivering bespoke
solutions that reflect their
individual priorities and goals.
1 Includes bank deposits, assets placed by clients in our brokerage accounts, and client securities held in our custody.
Strategy and performance continued
31
Lion Finance Group PLC Annual Report 2025
Additional InformationFinancial StatementsGovernanceStrategic Report
1 Customers whose primary banking relationship is maintained outside Bank of Georgia.
AI at Bank of Georgia:
Driving real business value in 2025
In 2025, we transitioned from foundational AI capabilities to enterprise-wide
employee empowerment, integrating AI into daily workflows to boost productivity,
enhance customer experience, and accelerate sales growth.
Enterprise-wide AI enablement
Democratising AI across the organisation
Customer Experience
Next-generation AI chatbot
Sales & customer acquisition
AI-Powered Sales Growth
We enabled non-technical teams to
automate tasks and unlock efficiencies
through our enterprise AI platform.
We upgraded to a sophisticated
Georgian-language Generative
AI chatbot, delivering intelligent,
personalised interactions.
We continued to drive more
effective product cross-selling in
2025 by refining our AI-enabled
targeted recommendation engine,
resulting in another year of
significant, measurable growth.
42%
efficiency improvement
in Quality Management
31%
increase in IT
throughput
91%
customer satisfaction rate
Our globally recognised
solution, named the
“World’s Best AI for
Private Banking”
by Global Finance, drove
29%
of non-primary client
1
acquisitions
in affluent segment in 2025 through
advanced AI targeting
Employees built
300+
custom AI assistants, freeing
up 6,600 hours per month for
higher-value work
Weekly adoption rate increased from 10% to
56% in six months
(80% in back-office roles)
310,000+
monthly interactions
Industry leading performance
65%
Full-Service Rate
(up from 47% in 2024)
4%
increase in combined digital
and branch sales
=
290,000+
additional products sold
annually
40%
reduction in document
analysis time
2024
2025 65%
47%
32
Lion Finance Group PLC Annual Report 2025
Strategy and performance continued
Empowering businesses –
our SME and Corporate banking offerings
We provide banking services to up to 133 thousand monthly active legal entities
(that is businesses), encompassing individual entrepreneurs, small and medium-
sized enterprises, and large corporate clients across the Georgian market. We
support business growth and economic development through comprehensive
financial solutions, digital platforms, and a wide range of value-added services.
Our business banking operations are
structured into two distinct segments:
While these clients are segmented based on size
and specific requirements, they all access the
same digital channels and payment acquiring
solutions developed by Bank of Georgia to
meet the financial and daily banking needs
of businesses across all segments.
Customer segments
SME banking Corporate banking
Our product and
service ecosystem
Our Corporate and SME Banking
proposition is anchored by best-in-class
digital channels, with our mobile and web
platforms serving as the primary interface
for businesses managing their financial
operations. These digital channels form
the cornerstone of our service delivery,
providing secure, real-time access to
comprehensive banking functionality
tailored to business needs. Complementing
this digital foundation, our payments
business and merchant solutions create an
ecosystem that enables companies to not
only manage transactions but to also drive
commercial operations through advanced
payment acceptance, customer insights
and business analytics.
BOG Business mobile app: our digital approach to businesses
By the end of 2025, our digital platforms
for business clients demonstrated robust
growth in user engagement. As of
31 December 2025, digital MAU increased
to over 111 thousand, a y-o-y growth of
19.0%. This user base now constitutes
83.9% of all our active business clients,
indicating a high level of digital channel
adoption.
Our strategic focus is on the parallel
development of our mobile application and
internet banking platforms to serve the
distinct needs of various business roles. We
observe that small business owners mainly
use the mobile app, whereas medium-sized
enterprises and corporate clients typically
employ both channels.
A significant segment of our corporate
clients relies exclusively on the web
platform. In response to the popularity
of both mobile and web access, we
are committed to the continuous
enhancement of both channels.
Digital adoption continues to increase,
with 99.5% of all business transactions
now conducted through digital channels.
33
Lion Finance Group PLC Annual Report 2025
Additional InformationFinancial StatementsGovernanceStrategic Report
What’s new in 2025
In 2025, significant improvements were implemented within our mobile application and digital channels.
Key enhancements were rolled out across digital lending, B2B services, user experience, and operational workflows.
Digital lending
and guarantees:
• Enhanced the user experience
in the loan issuance process
with digital solutions for adding
co-borrowers, using pre-
approved limits, and managing
secured and conditional loans.
• Introduced fully digital
performance and tender
guarantees.
User experience and
interface enhancements:
• Rolled out a new business
homepage and improved in-
app communication.
• Redesigned statement views
and improved platform
navigation for easier access.
B2B offers and
marketing suite:
• Launched a comprehensive
set of tools for business offers,
including one-click activation,
B2B offer capabilities and new
targeting options.
• Enhanced analytics with
features for custom groups,
offer impressions and manually
created offer analysis.
• Redesigned the ad creation
flow for a more intuitive
experience.
Operational and document management:
• Enabled digital invoicing and accountant referral functionalities.
• Simplified document handling with features for creating and editing
documents online before signing.
• Introduced AI-driven transfers that extract invoice data and automatically
create ready payment transfers.
Merchant solutions
Bank of Georgia maintains its position as
the country’s leading payments acquirer,
driving the adoption of digital payments
through enhanced user experience and
service quality. Our comprehensive
merchant ecosystem combines robust
payment acceptance with powerful
business tools, creating a compelling value
proposition for businesses of all sizes.
We maintain a leading position in
both issuing and acquiring sides of the
payments ecosystem. Our payment
infrastructure and customer journey
support merchant services across multiple
channels. By integrating payment
capabilities with streamlined onboarding,
we provide businesses with the tools they
need to thrive in the digital economy.
Our payment ecosystem offers
comprehensive solutions, from traditional
POS terminals to modern digital methods
including Apple Pay, Google Pay and BNPL.
This infrastructure, alongside analytics
and integrated accounting solutions,
enables merchants to optimise operations
and focus on growth.
We have made significant investments
in merchant-focused infrastructure to
enhance service quality and reliability.
A major upgrade for Georgian Card – our
subsidiary and Georgia’s leading payment
system operator, was successfully
completed with the integration of a
Tier 3 data centre. This enterprise-
grade infrastructure provides enhanced
availability and security, ensuring minimal
disruptions for merchants relying on our
payment processing.
Acquiring market share by volume
(Dec-25)
1
55.8%
-0.2pp y-o-y
Volume of transactions in
Bank of Georgia’s acquiring (2025)
GEL 22.7B
+22.5% y-o-y
Active merchants (Dec-25)
26.5K
+18.2% y-o-y
1 Acquiring volume figures exclude P2P transactions. Previously, P2P was included within e-commerce volumes; however, we consider these transactions not representative of our
acquiring activity and therefore exclude them to better reflect the performance of our payments business. Figures for prior periods have been corrected accordingly for consistency
and comparability.
34
Lion Finance Group PLC Annual Report 2025
Strategy and performance continued
Additionally, we are developing a
proprietary point of sale (POS) system
in partnership with Georgian Card, the
group’s fully owned payment processing
subsidiary. This initiative will migrate our
existing POS terminals to the new in-house
platform, significantly accelerating the
timeline for future product development
and enabling us to respond more quickly
to merchant needs.
To improve merchant satisfaction, we
fundamentally revised our POS terminal
delivery process. Our objective is to reduce
delivery time from the previous 24-hour
service level agreement to same-day
delivery. Additionally, we introduced a new
self-service option, allowing merchants to
collect terminals from branches and perform
on-site activation with guided instructions.
Complementing our POS infrastructure,
the Business Manager platform
demonstrated solid growth throughout
2025. Launched in 2023 and integrating
Ads Manager, Payment Manager and
API Manager, the platform enhanced
its analytical capabilities to deliver
automated data insights and upgraded
self-service settings to reduce merchant
reliance on support. AI-driven tools in
Ads Manager simplified targeted offer
creation for retail and business clients,
resulting in a 108.5% y-o-y increase in
offer volume.
Merchant offers launched
1,201
+108.5% y-o-y
• Our payment infrastructure was
strategically upgraded through
an enhanced integration with the
CyberSource platform. This now enables
our corporate clients to expand their
e-commerce reach by accepting a
wider variety of global and alternative
payment methods.
• This integrated approach – combining
sophisticated payment infrastructure
with frictionless onboarding – positions
our merchants for success from day one,
providing them with the comfort and
confidence to grow their businesses in
an increasingly digital marketplace.
35
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Additional InformationFinancial StatementsGovernanceStrategic Report
A year in review
Our SME loan portfolio remains well-
diversified, with exposure spanning all
major sectors of the Georgian economy,
particularly within the trade and service
sectors, which continue to demonstrate
strong performance.
Our SME segment continued to grow
faster than the market in 2025, with net
loans reaching GEL 5,447.3 million as at
31 December 2025, up 8.2% year-on-year
in constant currency. Customer deposits
stood at GEL 2,526.8 million, reflecting
+17.9% year-on-year growth in constant
currency.
Digital transformation, with a particular
focus on digital lending, is ongoing and
gradually reshaping how SME clients
access financing. While digital lending is
still in its early stages and represents a
small share of SME lending, we are building
on the foundation of our end-to-end
digital unsecured consumer loan and have
introduced a digital secured loan option for
existing customers. In 2025, we launched
a fully end-to-end digital secured loan,
leveraging pre-approved limits to enable
proactive sales and immediate access to
financing, and enhanced the unsecured
loan product by allowing clients to add co-
borrowers entirely through digital channels.
To support businesses, we now have end-
to-end digital processing for performance
and tender guarantees, allowing fully online
application, issuance and management.
Clients can now secure tender guarantees
through our business internet or mobile
banking platforms without needing to
visit a branch.
Recognising that logistical complexity
may create barriers to business formation,
we introduced a streamlined registration
service enabling entrepreneurs to
complete official registration as individual
entrepreneurs or limited liability companies
directly within select bank branches in the
capital and the regions. This approach
unified business registration and bank
account opening into a single, streamlined
journey, allowing entrepreneurs to complete
all key start-up formalities within one space
through a coordinated process.
As part of our strategic pillar focused
on the digitalisation of SMEs, we
launched a new phase of automated
customer communications designed to
strengthen engagement and accelerate
digital adoption. During the year, we
introduced several fully automated, end-
to-end customer journeys, marking the
beginning of a structured and scalable
communication automation framework
within the SME segment.
Recognising that timely and relevant
communication plays a critical role
in business growth, we shifted from
campaign-based outreach to behaviour-
triggered engagement. These journeys
are powered by transactional, behavioural
and lifestyle data, enabling us to deliver
personalised offers and advisory messages
at the right moment in each client’s
business journey.
SME gross loans by sector
Service 17%
Trade 17%
Real estate
management
12%
Agriculture 11%
Hotels and tourism 7% Construction
materials 5%
Restaurants 4%
Others 19%
Consumer foods
and goods 4%
Durable goods 5%
SME Banking
Our SME strategy centres on two fundamental
objectives: accelerating client access to financing
through digital innovation, and building long-
term partnerships with our business customers
by supporting their everyday banking and
operational needs.
Monthly active customers
127.0K
+14.0% y-o-y
Net loans
GEL 5.4B
+8.2% y-o-y in constant currency
Digital monthly active users
106.1K
+19.2% y-o-y
Customer deposits
GEL 2.5B
+17.9% y-o-y in constant currency
Lending products sold digitally
(Dec-25)
8.4%
+4.1pp y-o-y
Non-lending products sold digitally
1
(Dec-25)
48.2%
+4.7pp y-o-y
1 Non-lending products consist of deposits, cards, and subscription packages.
36
Lion Finance Group PLC Annual Report 2025
Strategy and performance continued
2025, we launched SOLO Business-a
premium service of Bank of Georgia
designed for founders and directors
of medium-sized, growing enterprises.
SOLO & SOLO Business combines the
Bank’s SOLO affluent banking offering
for retail clients with business banking
services, providing a unified solution for
entrepreneurs to manage both their
personal and business financial needs.
The first SOLO Business location opened in
Batumi, featuring a sophisticated lounge
that integrates SOLO and SOLO Business
services. This allows clients to address
both personal and business banking needs
in a single premium environment while
creating cross-selling opportunities.
Beyond financial solutions, SOLO Business
also supports Georgia’s entrepreneurial
ecosystem through networking sessions,
closed-door meetings and exclusive
‘SOLO Business Talks,’ which connect
entrepreneurs with business leaders.
Value-added services: supporting businesses on every step of the journey
Beyond traditional financing, we provide businesses with access to strategic information, professional networks
and advisory services that strengthen their operational capabilities and long-term competitiveness.
In 2025, over 10,000 businesses benefited from our comprehensive value-added offerings.
Empowering women
entrepreneurs
In line with our commitment to
fostering financial inclusion and
removing barriers for women in
business, we have implemented
targeted programmes to support 500
female entrepreneurs across Georgia.
In 2025, we delivered 11 workshops
in partnership with the EFSE
Entrepreneurship Academy, reaching
female participants. These sessions
covered topics such as organisational
development, financial management
and opportunities in artificial
intelligence.
Our flagship “School of Women
Entrepreneurs,” launched in
collaboration with the United Nations
Development Programme (UNDP),
continues to be a cornerstone of our
support strategy. This programme,
which combines theoretical knowledge
with practical skills and professional
networking, received over 1,200
applications for its 2025 cohort and
provided intensive training for 90
female entrepreneurs.
Advisory
support
Through our digital channels (Business
mBank and iBank), we operate a
B2B marketplace connecting SME
clients with third-party partner firms
offering professional services in
marketing, accounting, tax assurance,
HR, and business consulting at
discounted rates. In 2025, 550 clients
benefitted from these services.
Additionally, in collaboration with the
Swiss Agency for Development and
Cooperation (SDC), we supported
120 regional SMEs across regions with
comprehensive consulting including
financial assessments, cost analysis
and operational recommendations.
Business knowledge
and insights
To empower entrepreneurs and
support decision-making, we provide
a wealth of educational resources
and market intelligence, accessible
to all businesses. Our free online
platform, BusinessCourse.ge, offers
courses covering topics essential
for modern business, including ESG,
digital marketing, finance and artificial
intelligence. In 2025, participants
accumulated 61,000 training hours,
with 90 individuals successfully
completing the rigorous full-course
programmes.
We organised targeted webinars on
entrepreneurial legislation and digital
tools, and delivered masterclasses on
financial literacy to 200 businesses.
Recognising that supporting
agricultural ventures is one of our key
strategic priorities, we partnered with
the Georgian Farmers’ Association
to hold sessions across three regions,
focusing on addressing technological
challenges and providing practical
solutions for our clients in the agro-
business sector.
37
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Additional InformationFinancial StatementsGovernanceStrategic Report
A year in review
As at 31 December 2025, net loans to
corporate customers reached GEL 9,651.1
million, representing a 16.8% year-on-year
increase in constant currency. This growth
reflects our continued commitment to
supporting large-scale enterprises across
strategic sectors of the Georgian economy.
The CIB loan portfolio remains well-
diversified, with exposure spanning all
major sectors of the Georgian economy
including real estate, construction and
energy.
Customer deposits in the CIB segment
reached GEL 8,081.1 million as at
31 December 2025, up 23.4% year-on-year.
We have identified the energy sector as
an area with significant growth potential,
driven by increasing global demand and
Georgia’s strategic positioning in regional
energy infrastructure. Our financing
supports both traditional and renewable
energy projects, contributing to energy
security and sustainability objectives.
Significant upside remains in expanding
automation ratio, and internal process
improvements are underway to achieve
this goal. Reducing time-to-money
continues to be a key strategic priority
in this segment, where larger ticket
sizes make efficiency gains particularly
impactful for both clients and the bank.
ESG integration
Bank of Georgia holds the leading position
in green financing within the Georgian
banking sector, ranking first in green lending
according to the National Bank of Georgia’s
(NBG) definition. This achievement reflects
our ongoing commitment to environmental
sustainability and responsible lending
practices.
We have proactively aligned our operations
with forthcoming ESG regulations by
integrating ESG risk assessment directly
into our credit approval processes. Every
sustainable component is systematically
evaluated and documented prior to
loan issuance, ensuring both regulatory
compliance and advancement of our
sustainable finance objectives.
Our green portfolio is strategically
concentrated in the corporate segment,
where we can deliver the most significant
environmental impact. Renewable
energy represents 58% of our total
green portfolio, reflecting our focus
on supporting Georgia’s clean energy
transition through investment in solar,
wind and hydro power projects. These
initiatives reduce carbon emissions,
enhance energy independence and
advance the country’s climate objectives.
Energy efficiency projects account for
1% of our green portfolio, encompassing
initiatives that improve performance
across industrial and commercial sectors.
Green buildings constitute 31% of the
portfolio, where we finance sustainable
infrastructure projects that meet
international environmental standards.
For a comprehensive overview of our
sustainable financing strategy and
performance, please refer to our separate
Sustainability Report.
Looking ahead to 2026, our strategic
priorities centre on automation and
digitisation to enhance operational
efficiency and deliver elevated client
experiences.
Corporate and Investment Banking
Our Corporate and Investment Banking division serves Georgia’s largest
enterprises with sophisticated financing solutions, transactional banking services,
and dedicated support. This segment plays a vital role in supporting infrastructure
development, sectoral growth and economic advancement.
Net loans
GEL 9.7B
+16.8% y-o-y in constant currency
Customer deposits
GEL 8.1B
+23.4% y-o-y in constant currency
CIB gross loans by sector
Energy 13%
Others 27%
Construction
development 16%
Real estate
management 10%
Hotels and
tourism 8%
Consumer foods
and goods 6%
Construction
materials 6%
Trade 6%
Service 5%
Industry 3%
38
Lion Finance Group PLC Annual Report 2025
Strategy and performance continued
Capital markets dominance
During 2025, the Georgian debt capital
market was exceptionally active, and
Galt & Taggart played a leading role. The
firm acted as Lead Arranger on 17 bond
transactions with total issuance volume
of approximately GEL 3.2 billion, of which
around GEL 1.7 billion was issued in the
local market, while GEL 1.5 billion was
placed offshore in Eurobond format.
Galt & Taggart maintained its
position as the market leader
Debt capital market share*
47.8%
* Market share is calculated by dividing the total
value of public debt securities arranged by
Galt & Taggart by the total value of public debt
securities issued on the local market. On joint
deals where more than one arranger is involved,
the calculation is based on distributed amount
for each arranger.
Major landmark transactions
included:
• Joint Lead Manager on Silk Road
Group Holding’s USD 400 million
Eurobond, the largest Eurobond
ever issued by a privately owned
Georgian corporate.
• Joint Lead Manager for Georgia
Healthcare Group’s GEL 350 million
social bond issuance, the largest
GEL-denominated corporate bond
issuance in the local market.
• Exclusive Lead Manager for IG
Development Georgia’s USD 82
million green bond programme,
the largest green bond transaction
ever arranged in the local market
and the first of its kind in the
commercial real estate sector.
• Exclusive Joint Lead Manager from
local market on Bank of Georgia’s
GEL 450 million Eurobond, a
landmark transaction that was
executed in local currency; G&T also
led the process of securing anchor
participation from IFC on the
transaction.
Corporate advisory
and regional expansion
Galt & Taggart remained Georgia’s
leading M&A and financial advisory firm,
carrying out mandates across commercial
real estate, energy and regional expansion
projects.
The firm leads the EU-funded, EBRD-
executed Capital Market Support (CMS)
Program in Armenia, implemented
with Ameria Management Advisory.
The programme provides IPO and bond
readiness support, ESG guidance, credit
rating advisory, and access to grant
financing. Following the successful pilot in
Georgia, this represents Galt & Taggart’s
first advisory mandate in Armenia and a
strategic step in regional expansion.
Brokerage platform
transformation
During 2025, Galt & Taggart completed a
major transformation of the G&T Trader
platform by migrating to Global Trading
Network (GTN), significantly enhancing
platform capabilities including access to
over 50 stock exchanges and more than
60,000 instruments, fractional trading in
stocks and bonds, access to mutual funds,
24-hour US market trading, and enhanced
analytical tools.
As of year-end 2025, Galt & Taggart
served over 65,000 client accounts.
The firm launched Non-Discretionary
Portfolio Management Services tailored
for Wealth Management and High Net
Worth Individuals, including personalised
portfolio construction, quarterly
rebalancing ideas, corporate action
management and direct access to capital
markets research analysts, administering
above USD 50 million as of year-end 2025.
Galt & Taggart
JSC Galt & Taggart (G&T) is the Group’s
investment banking arm, operating across Capital
Markets, Corporate Advisory, Brokerage and Research.
The company is consistently recognised as Georgia’s
leading investment bank.
In 2025, G&T received
recognition from
Euromoney as Georgia’s
Best Investment Bank and
Best Broker for the year.
Research excellence
and market intelligence
In 2025, Galt & Taggart reinforced its
position as a leader in market intelligence,
driven by proprietary datasets, AI-
enhanced analysis, and significant
expansion of its research coverage and
client engagement.
2025 highlights
Expanded coverage across key
sectors including logistics, energy,
and e-commerce, supported by
proprietary surveys.
Produced over 200 publications,
hosted 6 conferences, and delivered
50 private presentations.
Distributed insights through premier
financial platforms like Bloomberg,
Thomson Reuters, S&P Capital IQ
and FactSet.
Broader research scope
High-impact outreach
Global visibility
Looking ahead to 2026, our strategy
is to further deepen Georgia’s capital
markets by expanding ESG-labelled
issuance, attracting offshore investors
and introducing innovative frameworks.
We will simultaneously enhance our
digital capabilities and scale our advisory,
portfolio management and brokerage
services across all client segments.
39
Lion Finance Group PLC Annual Report 2025
Additional InformationFinancial StatementsGovernanceStrategic Report
GEL 11.8B GEL 9.6B
Dec 23
1
Dec 24 Dec 25
19.6%
20.9%
21.7%
Dec 23
1
Dec 24 Dec 25
17. 3%
18.5%
19.5%
1 Ameriabank’s 2023 figures are 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 measures its NPS internally each month; the figure shown reflects the average of the monthly scores for FY25.
4 AFS’s and hence the Group’s consolidated profit for the full-year 2024 (FY24) is not fully representative of AFS’s full-year performance, as Ameriabank’s income statement
was consolidated into the Group from 1 April 2024. Ameriabank’s standalone profit grew by 23.6% year-on-year on a comparable full-year basis.
5 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 ROAA and ROAE were adjusted for these one-off items. Reported
profit for full-year 2024 was GEL 902.3m, with an ROAE of 80.7%.
Armenian Financial Services (AFS)
AFS represents the Group’s operations in
Armenia and is its second-largest Business
Division. At its core is Ameriabank, acquired
in 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
Comprises
Retail Banking
Corporate and
Investment Banking
A leading universal bank that offers:
Net loans
Dec 25
Loans to retail
clients: 44.7%
Loans to
corporate
clients: 55.3%
Customer deposits
Dec 25
Deposits to
corporate clients:
46.2%
Deposits to
retail clients:
53.8%
Market share – loans to customers Market share – customer deposits
2
NPS (12-month average)
3
80
+3pp y-o-y
Cost:income ratio
46.2%
-3.5pp y-o-y
5
Digital MAU
(legal entities)
31.2K
+23.5% y-o-y
ROAE
22.6%
+2.0pp y-o-y
5
Digital MAU
(retail)
336.5K
+45.3% y-o-y
Profit
GEL 452.4M
NMF
4
Delivering on our
strategic objectives
Driving profitable
growth
View a comprehensive overview of AFS financial performance: pages 126-128
40
Lion Finance Group PLC Annual Report 2025
Strategy and performance continued
Ameriabank integration
update
Following our acquisition of Ameriabank
CJSC in March 2024, we have
maintained a thoughtful approach to
integration that respects the bank’s
distinct market position while aligning
key functions with Group standards.
Throughout 2024 and 2025, the
integration process has been a regular
topic on the Board’s agenda, ensuring
appropriate oversight of this significant
strategic initiative.
Ameriabank continues to operate as
a standalone bank with its local brand
identity unchanged. Our integration
philosophy centres on preserving the
bank’s operational autonomy while
facilitating knowledge exchange and
implementing Group policies in critical
areas. We have established several
workstreams across finance, risk, legal
and compliance, anti-money laundering
(AML) and sanctions, human resources,
and information technology to ensure
alignment on key Group policies and
processes.
Knowledge exchange and
capability building
The integration has created valuable
opportunities for cross-market
knowledge sharing, particularly in retail
banking and technology areas. Key
collaboration areas include:
Retail banking experience: Significant
knowledge exchange has occurred in
payments systems, loyalty programme
development and digital banking for
specialised segments. The successful
launch of Ameriabank’s loyalty
programme and MyAmeria Star
application for children benefited from
Bank of Georgia’s expertise in these
domains.
Technology and data capabilities:
Collaboration in data management
and information security has been
particularly productive. Ameriabank
has established a Data Management
& Enabling Tribe structure with
specialised squads covering data
platform, enabling, quality, metadata
management and machine learning
operations. This initiative will continue
into 2026 with the development of a
comprehensive data management
strategy and implementation roadmap.
This balanced approach to integration
enables both banks to maintain
their distinct market positions while
benefiting from shared expertise and
aligned governance standards. As
we move forward, we will continue to
identify opportunities for knowledge
exchange that strengthen both
institutions while preserving their unique
customer value propositions in their
respective markets.
A year in review
Our retail banking performance in
Armenia shows promising momentum
as we continue to build on Ameriabank’s
established position. Our MAC base
surpassed 479 thousand by the end of
2025, representing a 34.3% increase
y-o-y. This growth reflects our successful
customer acquisition strategy across
key segments, particularly in previously
underserved areas.
Digital engagement has been a central
focus since Ameriabank joined the Group
in 2024. MAU in our digital channels
surpassed 336 thousand, up 45.3%
compared to 2024, while our DAU to MAU
ratio improved to 43.6%. These metrics
demonstrate growing customer comfort
with our digital offerings, though we
recognise significant upside potential
remains as we continue investing in user
interface optimisation and customer
education initiatives.
Empowering individuals –
our retail banking offering in Armenia
Ameriabank stands as Armenia’s leading financial
institution with its customer-centric approach and
well-established banking franchise, ranking first in total
loans while uniquely positioned to capture significant
untapped potential in the mass retail segment.
Retail Banking
Mass retail
Mass affluent: Persona package
Affluent: Premium package and Partner package.
SME
Monthly active customers
479.2K
+34.3% y-o-y
Digital monthly active users
336.5K
+45.3% y-o-y
Net loans
GEL 5.3B
+26.4% y-o-y in constant currency
Customer deposits
GEL 5.2B
+21.4% y-o-y in constant currency
41
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Regional engagement outside major urban
centres continues to develop positively,
with customer acquisition in provincial
areas showing consistent progress. This
geographic diversification supports our
strategy to tap into underserved markets
while maintaining our strong presence in
major cities.
From a market position perspective,
Ameriabank maintained its #1 ranking in
total loans with 21.7% market share (up
0.9pp year-on-year). As at 31 December
2025, net loans in retail segment reached
GEL 5.3B, up 26.4% year-on-year in
constant currency. The growth was
broad-based across loan types, mainly
driven by consumer loans, followed by
mortgages. Our mortgage business
delivered strong growth throughout the
year, strengthening our position as one
of Armenia’s leading mortgage providers.
Mortgages now comprise 52.2% of our
retail loan book, and our leadership was
recognised by Euromoney, which named
us the Best Real Estate Bank in Armenia
for the second consecutive year.
We continue to strengthen our position in
deposits, where we hold the #2 position
with 19.5% market share (up 1.0pp year-
on-year). As at 31 December 2025, retail
customer deposits reached GEL 5.2B, up
21.4% year-on-year in constant currency.
The growth was broad-based across
deposit types, mainly driven by time
deposits, followed by current accounts.
Closing this gap in deposit market share
remains a strategic priority as we expand
our retail franchise.
Customer satisfaction metrics have
also shown positive trends, with our Net
Promoter Score (NPS) reached 80 in 2025
(12-month average), up from 77 in 2024.
This improvement reflects our commitment
to enhancing customer experience across
all touchpoints while integrating best
practices from across the Group.
Our product and service
ecosystem
Ameriabank’s strategic vision centres
on building a comprehensive ecosystem
that positions us as the main bank in
our customers’ daily lives. This approach
is particularly crucial as we focus on
expanding our mass retail presence, where
we see significant untapped potential.
By integrating digital channels, payment
solutions and loyalty mechanisms,
our strategy is to create multiple daily
touchpoints that drive engagement and
deepen customer relationships in a market
where digital banking adoption continues
to evolve.
Payments ecosystem
Expanding payment capabilities forms a
crucial pillar in our strategy. Our initiatives
in 2025 focused on both expanding
acceptance infrastructure and creating
compelling reasons for customers to
choose digital payments:
• The TeamPay cooperation extends our
reach through partnership with Team
Pay CJSC (the E-Wallet of Telecom
Armenia), enabling co-branded digital
card issuance through the TeamPay app.
This integration allows seamless use
across digital wallets including ApplePay,
GPay and GarminPay, strategically
positioning us within a complementary
ecosystem.
• Our implementation of unified QR
integration across 5,000+ Ameriabank
terminals supports Armenia’s initiative
to develop domestic payment
infrastructure less dependent on
international networks. This system
enables account-to-merchant
transactions through simple QR code
scanning in mobile banking, creating
a frictionless payment experience.
• The Visa transportation campaign
addresses the high-frequency use case
of public transport payments. This
strategic programme offers compelling
incentives including free rides and
cashback rewards, specifically targeting
both new customer acquisition and
increased engagement from existing
customers.
Our Payment MAU surpassed 314K in
2025, demonstrating progress in our
priority to shift customer behavior toward
cashless transactions, though significant
growth potential remains as we continue
expanding acceptance points and use
cases.
Loyalty ecosystem
In November 2025, Ameriabank launched
loyalty platformme – a strategic initiative
designed to reward engagement
and create additional motivation for
customers to choose Ameriabank for their
daily transactions:
• MyPoints is fully integrated into the
MyAmeria app, allowing customers to
track points earned, view their current
balance, and redeem rewards through
QR payments at partner merchants
without switching applications.
• The initial implementation features
a straightforward accumulation
mechanism where points are
automatically earned on transactions
made through Ameriabank’s physical
and online payment terminal network,
creating immediate value for customers
already using our payment services.
• Available to both personal and business
customers, this points-based service
uses a simple calculation system that
rewards non-cash transactions across
the Bank’s terminal network, with
redemption managed through user-
friendly QR payment solutions.
• The platform’s roadmap includes
significant enhancements planned for
2026, including tier-based benefits,
targeted promotional campaigns and
more sophisticated point calculation
methods that will further differentiate
our offering.
Beyond the points-based loyalty
programme, we introduced the “My
Ameria, My Family” umbrella marketing
campaign. This initiative provides over
15 banking product and transaction
benefits, along with more than 300
prizes distributed to clients and their
family members. The campaign reinforces
our commitment to building long-term
relationships with entire families through
value-added and lifestyle-focused
offerings. This approach is expected to
not only enhance loyalty among existing
customers, but to also serve as an
effective customer acquisition tool by
extending our relationship across family
units. Special welcome and informative
messages highlight refinancing
opportunities and exclusive benefits
available to family members of existing
Ameriabank clients.
42
Lion Finance Group PLC Annual Report 2025
Strategy and performance continued
MyAmeria App: our digital-first approach to retail banking
The comprehensive redesign of
MyAmeria in 2025 represents a pivotal
step in our journey from a traditional
banking app toward a true super
app ecosystem. This transformation
supports our customer acquisition
strategy by creating a platform that
appeals to digitally-oriented segments
while providing expanded value to
existing customers.
The redesign delivered substantial
improvements to the core experience:
• Complete visual refresh with a
modern, intuitive interface.
• Customisable dashboard allowing
users to personalise their experience.
• Streamlined login flow with trusted
device registration and biometric
authentication.
• Enhanced transaction history with
advanced filtering capabilities.
• Pre-approved overdraft functionality
enabling instant access to credit.
A standout component of our digital
ecosystem is MyInvest– our in-
house retail brokerage platform fully
embedded within a banking app. This
module provides seamless access to
over 20,000 securities across more
than 30 global markets, representing
a significant competitive advantage
in serving our mass affluent and
high-net-worth segments.
In 2025, we substantially enhanced
MyInvest with features that bring
enhanced investment capabilities
to retail investors:
• Expanding investment access through expert-designed
ready-made portfolios that enable more Armenians
to participate in financial markets with professionally
diversified strategies, regardless of prior investment
experience.
• Elevating investor education with our MyInvest Academy,
providing structured learning resources and our
investment vlog series to build financial literacy directly
within the platform.
• Transforming trading experience with real-time market
data, personalised watchlists, enhanced notifications for
market movements and a completely revamped history
page for comprehensive tracking of orders and trades.
• Streamlining market access through fully automated
Direct Market Access to the Armenian Securities
Exchange, creating an end-to-end trading process from
order initiation to final settlement.
• Expanding investment horizons with new product
offerings including Cryptocurrency Exchange-Traded
Funds (ETFs) and Leveraged ETFs, providing exposure to
emerging asset classes and strategies.
The success of these enhancements is reflected in strong
user growth, with monthly active users conducting
transactions through MyInvest more than doubling year-
on-year. While this reflects the nascent stage of retail
investment activity in the Armenian market, the momentum
is encouraging. We recognise that building an investment
culture requires sustained educational efforts and growing
financial confidence among the population. As such, we
are heavily focused on financial education initiatives and
creating accessible entry points that help customers
become more comfortable with investment products as
their incomes grow.
Our digital mortgage platform exemplifies our approach
to digitalising complex financial journeys. With 40.8% of
primary-market mortgages now processed online, we’ve
created a comprehensive real estate ecosystem featuring:
• Expanded geographical coverage.
• Private-seller onboarding capabilities.
• Rental and foreign property listings.
• Specialised tools including renovation cost calculators and
construction progress tracking.
• Integration with housing-related service providers.
Beyond these core enhancements, we’ve strategically expanded the app’s capabilities through specialised modules:
MyCar has become a comprehensive
vehicle management hub where users
can handle car-related needs – from
paying parking fees and traffic penalties
to managing vehicle taxes and insurance
– consolidating previously fragmented
services into a single convenient location.
MyEventHub integration brings cultural
and entertainment opportunities directly
into the banking app, allowing users to
browse events, purchase tickets and plan
their social activities seamlessly alongside
their financial management.
The new Stories section serves as both an
engagement and educational tool, providing
timely updates on products and services
while helping customers discover features
that enhance their banking experience.
Our expanded Utilities integration
addresses a critical daily need, offering
comprehensive management of periodic
payments including utilities, garbage
collection, condominium fees, insurance
premiums and other recurring expenses,
along with automated notifications for
pending bills.
43
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Additional InformationFinancial StatementsGovernanceStrategic Report
Customer segments
Ameriabank’s retail banking operates
through a segmentation model designed
to deliver tailored value propositions
across distinct customer groups. The
primary segmentation framework is based
on assets under management (AUM),
credit turnover and loan volumes, enabling
differentiated service levels and product
offerings aligned with each segment’s
financial profile and needs.
Mass retail
Our foundational customer segment
offering essential banking services
including a free debit card, MyAmeria
Online/Mobile Banking access and free
AMD account opening with no minimum
balance requirements.
Mass affluent: Persona package
Launched in 2025, this mid-tier segment
bridges mass retail and premium banking.
Persona clients receive complimentary
status and package benefits, including
access to a dedicated Telegram channel
and Chatbot providing benefits and
lifestyle content.
Affluent: Premium package
and Partner package
Our highest-value segments feature
personalised service through dedicated
relationship managers in exclusive
Premium Service Halls. Clients enjoy
premium banking cards, priority service
across branches and Contact Center,
comprehensive travel benefits (lounge
access, insurance, eSIM, concierge
services), and preferential terms on
multiple banking products.
Beyond our traditional AUM-based
segmentation, Ameriabank takes a
holistic approach to mass retail banking,
recognising that diverse customer groups
require tailored strategies for acquisition,
retention and satisfaction. We have
identified several key segments that
present significant growth opportunities
and require specialised approaches:
Regional customers: our strategy for
serving customers outside major urban
centres combines digital advancement
with strategic physical presence. In 2025,
we opened four new branches, three of
them in Yerevan and 1 in the region, with
five additional locations planned. This dual
approach addresses both accessibility
needs and the varying financial literacy
levels in rural areas, where digital adoption
presents unique challenges but offers
substantial long-term growth potential.
Self-employed individuals: historically
underserved by traditional banking
models, self-employed customers
often find employment-based financial
products unsuitable for their needs.
We’re developing specialised offerings
that acknowledge their unique income
patterns and financial requirements,
moving beyond conventional lending
criteria to provide relevant solutions
for this growing segment of Armenia’s
economy. For 2026, we’re working to
introduce clearly differentiated, simplified
packages tailored to their specific needs,
creating more accessible banking solutions
that acknowledge their unique financial
circumstances while enabling stronger
adoption and engagement.
Students: The student segment
demonstrates particularly strong digital
engagement and payment adoption rates.
As a market leader in this segment, we have
enhanced our student-focused products
to position Ameriabank as the bank of
choice during this formative period when
financial relationships are first established.
Building on our strong market penetration,
we are developing a differentiated student
package for the 2026/2027 academic year
that will better address students’ evolving
needs and engagement expectations,
recognising that today’s students represent
tomorrow’s mass affluent customers.
Banking for youth: In 2025, we launched
MyAmeria Star, Armenia’s first banking
application designed specifically for
children aged 6-18. This platform
introduces children to financial concepts
through an engaging, age-appropriate
interface while providing comprehensive
parental controls through integration
with the main MyAmeria app.
MyAmeria Star features Armenia’s first
children’s payment card (Visa Star),
along with daily banking functions
including mobile top-ups, money
requests, video game replenishment,
and both card and QR payments.
For teenagers 13 and older, digital
wallet integration with Apple Pay
and Google Pay is available. Parents
maintain full oversight of transaction
history and can set custom daily
transaction limits through their
MyAmeria app.
Beyond payments, the platform
promotes early saving habits through
a specially designed kid’s term deposit
launched in May 2025. An engaging
educational interface with lessons
on saving, budgeting and responsible
spending is currently being developed to
further enhance financial literacy from
an early age.
This approach to children’s banking not
only addresses a previously unserved
segment but creates a pathway for
young customers to grow naturally into
the broader MyAmeria ecosystem as
they mature.
44
Lion Finance Group PLC Annual Report 2025
Strategy and performance continued
A year in review
Ameriabank serves the diverse needs of
legal entities across Armenia through our
SME and CIB divisions, providing financial
solutions tailored to businesses of all sizes.
As of December 2025, we served over
37,000 monthly active business clients,
representing 15.8% growth year-on-year.
Our business digital platforms have shown
strong adoption, with digital monthly
active users surpassing 31,000, an
increase of 23.5% compared to 2024.
Our business loan portfolio demonstrates
well-balanced diversification across
key sectors of the Armenian economy.
The largest exposure is to Construction
at 24.3%, followed by Trade at 20.4%
and Agriculture at 19.4%. This strategic
diversification helps maintain portfolio
resilience while supporting critical
industries driving Armenia’s economic
development.
In 2025, our business loan book grew by
29.4% year-on-year in constant currency
to reach GEL 6.5 billion, reflecting strong
demand across both corporate and SME
segments. Deposits increased by 22.4%
year-on-year in constant currency to
GEL4.4 billion, reinforcing our position
as a trusted financial partner for
Armenian businesses.
Ameriabank offers an integrated
ecosystem, which combines digital
platforms, payment infrastructure and
specialised financial services to support
businesses at every stage of growth.
In 2025, we completed a significant
redesign of the MyBusiness platform’s
authentication flows, enhancing security
and user experience. Key improvements
included streamlined sign-up processes,
integration with Keycloak for future Single
Sign-On capabilities and centralised
user profiles with reusable data across
applications. We also introduced Digital
Business Cards – the first in Armenia –
enabling faster access to payment
capabilities without waiting for physical
card delivery. This digital foundation
supports our strategy of providing end-to-
end digital journeys for business clients.
SME Banking
Our SME Banking division focuses on
accessible financing solutions designed
to meet the evolving needs of growing
businesses. Our tiered segmentation
approach (Standard, Plus, and Prime
packages) ensures businesses receive
solutions aligned with their scale and
goals, creating a tailored experience that
evolves with client growth.
In 2025, we enhanced our product offering
with several innovative solutions:
• POS/Account revolving business
overdraft: This collateral-free financing
option is based on transaction volumes
or account turnover, processed entirely
online with no early repayment fees.
• Supplementary secured lending: Existing
customers with secured business loans
can access additional financing without
further business analysis or collateral
requirements.
• Salary project overdraft: Businesses
participating in our Salary Project can
access overdraft facilities based on
the project’s volume, provided without
collateral or additional analysis.
Merchant Payment Solutions
Ameriabank expanded its merchant
payment infrastructure in 2025, offering a
digital onboarding journey with analytical
tools. Our ecosystem includes traditional
POS terminals, virtual POS (vPOS) for
online transactions, PhonePOS services
enabling smartphones as payment
terminals and integration with cash
register systems.
More than a quarter of POS setup is now
fully digitalised and activated through the
platform. We enhanced our e-commerce
capabilities by enabling Apple Pay
acceptance for vPOS clients, allowing
SMEs to offer secure checkout options
to their customers.
Based on customer feedback, we’ve
identified demand for integrated payroll
services within the MyBusiness platform,
which will be developed as we continue
to expand our digital capabilities for
Armenian businesses.
Empowering businesses – our Corporate
and Investment Banking offering
Through our business banking offering, we serve:
Large corporate clientsCorporate SMEs
Monthly active customers
37.3K
+15.8% y-o-y
Digital monthly active users
31.2K
+23.5% y-o-y
Net loans
GEL 6.5B
+29.4% y-o-y in constant currency
Customer deposits
GEL 4.4B
+22.4% y-o-y in constant currency
45
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Investment Banking
Our Investment Banking division maintained
its position as Armenia’s leading provider
of sophisticated financial solutions for
the country’s largest companies and
strategic projects in 2025. As the leading
corporate bank in the market, we offer a
suite of lending, transactional and trade
finance products, complemented by
expert advisory services for managing and
structuring complex transactions.
Leveraging our sector-specific expertise,
we supported major corporate clients
across key industries while contributing
to Armenia’s economic development.
The division maintained a well-diversified
portfolio with strong performance
primarily driven by the Construction,
Agriculture and Trade sectors.
Our coverage model, refined in 2024,
continues to enhance our client
relationships by enabling closer
engagement, better identification of
specific needs, and increased product
penetration – maximising our share of
each client’s financial activities. This
approach, supported by advanced
analytical tools for client data analysis
and accelerated decision-making, has
strengthened our ability to deliver tailored
solutions.
The division remains focused on capturing
a larger share of our clients’ financial
activity, diversifying revenue streams
through non-interest income, expanding
our presence in specialised segments
including trade finance and leasing, and
continuously developing relevant digital
solutions that address the evolving needs
of Armenia’s enterprises.
Ameriabank’s Investment Banking
activities reached new milestones in
2025, highlighted by several significant
transactions:
• Record-breaking bond issuance: We
arranged the placement of USD 80
million in bonds for Viva Armenia CJSC
– one of the largest capital market
transactions in the Armenian market.
• Sector diversification: We successfully
completed the first-ever bond offering
in Armenia’s pharmaceutical sector
through a AMD 1.5 billion issuance for
the country’s largest pharmacy chain.
• Product innovation: We expanded our
derivatives offering by introducing Non-
Deliverable Forward (NDF) contracts
to our corporate client base, providing
new hedging instruments for managing
currency exposures.
These developments reflect our
commitment to supporting Armenian
businesses at every stage of growth,
from emerging SMEs to established
corporations requiring sophisticated
financial solutions.
46
Lion Finance Group PLC Annual Report 2025
Other Businesses
The Other Businesses Business Division
includes JSC Belarusky Narodny Bank
(BNB), a provider of retail and SME
banking services in Belarus, and JSC Digital
Area, a Georgia-based digital ecosystem
offering integrated solutions including an
e-commerce platform, ticketing services
and cloud-based inventory management
tools for commercial clients.
BNB
JSC Belarusky Narodny Bank provides
banking services to SMEs and middle-
income retail customers in Belarus.
For the full year of 2025, BNB reported a
profit of GEL 62.9 million, up 52.3% y-o-y.
As at 31 December 2025, BNB’s equity
amounted to GEL 257.9 million, up 42.5%
y-o-y.
As at the same date, BNB’s Tier 1 and
Total capital adequacy ratios were 9.1%
and 14.7%, respectively – exceeding the
National Bank of the Republic of Belarus’
(the ‘NBRB’) minimum requirements of
7.0% and 12.5%, respectively.
Digital Area
JSC Digital Area is a holding company that
develops a portfolio of customer-focused
digital businesses. It provides strategic
and operational guidance, fostering
collaboration between its companies
to improve efficiency. The ecosystem
features 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
Since 2024, Optimo has shifted its focus
to expanding its offline (physical) point-
of-sale network while maintaining a stable
online presence of 1,740 points. As a result,
its key operational metric – the number of
offline points of sale – increased by 24.9%
year-on-year, reaching 2,500 locations
across Georgia and Uzbekistan by the end
of 2025.
A significant development was the
year-end acquisition of FINA, a business
management and accounting provider.
With approximately 15,000 active sales
points, FINA holds a strong position in
the SME and hospitality sectors. This
acquisition enhances Digital Area’s SME
software ecosystem, creating cross-selling
opportunities with Optimo.
Points of sale (physical presence)
(Georgia and Uzbekistan)
2,500
+24.9% y-o-y
Extra
Extra is a leading e-commerce platform
in Georgia connecting merchants with a
broad consumer base. By the end of 2025,
it hosted 300+ active sellers and featured
60,000 active offers across 20 categories.
In 2025, Extra began a strategic transition
to a traditional marketplace model with
its partner, Mirakl. This change shifts
responsibility for fulfilment and returns
to merchants, enabling Extra to focus
on traffic generation and platform
governance. The new model is designed to
reduce overheads, improve scalability, and
align with global best practices.
Priorities for 2026 include completing this
transition, acquiring more local sellers,
and optimising logistics through strategic
partnerships.
Biletebi.ge
Acquired in 2023, Biletebi.ge is a leading
Georgian platform for ticketing across
sports, culture and transport.
In 2025, the company onboarded 300+
event organisers and secured exclusive
partnerships, including for Georgia’s
national football team matches and
intercity bus travel. A key product
enhancement was the introduction of a
‘Seat View’ feature.
Digital Area is now working to transform
Biletebi.ge into a leading lifestyle platform
by adding services such as curated event
recommendations and exclusive offers.
500 Georgia
500 Georgia is a partnership between
Lion Finance Group PLC, 500 Global,
and Georgia’s Innovation and Technology
Agency (GITA) to develop an innovation hub
across Eurasia, promoting entrepreneurial
culture and supporting Georgian and
international early-stage startups.
In November 2022, Digital Area committed
USD 5 million to the USD 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 2026.
Since inception, 104 startup companies
participated in 500 Georgia. In 2025, while
no full exits were completed, five portfolio
companies successfully raised funding
rounds exceeding USD 1 million each,
demonstrating continued progress and the
portfolio’s ability to attract institutional
and strategic follow-on investment.
Startup participants since inception
104
In 2025 – 18
Strategy and performance continued
47
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Additional InformationFinancial StatementsGovernanceStrategic Report
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.
S172 factor Relevant disclosures
The likely consequences of any
long-term decision
Strategic focus pages 17 to 21, 134
Succession planning pages 134, 139 to 140 and 150 to 155
Governance changes pages 135
The interests of the Company’s
employees
Culture pages 138 to 139
Diversity, equity and inclusion pages 94 to 96, 132, 139 to 140 and 155
to 156
Workforce engagement pages 49, 94 to 101 and 154
Workforce remuneration pages 91 and 177 to 178
The need to foster the Company’s
business relationships with
suppliers, customers and others
Engagement with stakeholders pages 135 and 141
Meetings with the auditors page 166
External auditor effectiveness page 166
Working with suppliers page 63
Empowering individuals pages 23 and 30 and 40 to 44
Empowering businesses pages 32 to 37 and 44 to 45
Our culture pages 138 to 139
The impact of the Company’s
operations on the community
and the environment
Governance pages 56 to 57
Sustainable finance pages 65 to 68
Financial inclusion pages 57 and 117
Engagement with stakeholders pages 135 and 138
The desirability of the Company
maintaining a reputation for
high standards of business
conduct
Culture pages 138 to 139
Whistleblowing pages 63 and 167
Risk Report pages 169 to 175
Conflicts of interest pages 154 and 199
Code of Conduct and Ethics page 200
Internal performance review pages 156 to 158
Statement of Code compliance page 135
The need to act fairly as between
members oftheCompany
Strategic focus page 134
Share capital and rights attaching to the shares page 198 to 199
Results and dividends page 199
How the Board fulfils its
Section 172 duties
The Board is responsible for the long-term success of
the Company, recognising that effective stakeholder
engagement is essential for building a resilient and
sustainable organisation. By understanding and addressing
stakeholder priorities through our various engagement
channels, we make more informed strategic decisions that
balance competing interests while creating long-term value.
In performing their duties during 2025, the Directors have
had regard to the matters set out in Section 172 of the
Companies Act 2006. The Board considers potential risks
and opportunities regarding each stakeholder group as
part of our overall risk assessment framework, described
on pages 108 to 122.
Stakeholder engagement
The Board and the Group work hard to understand and meet
the needs of different stakeholder groups, and to take them into
account when setting strategy, making decisions and overseeing
the Company. The Board engages with and receives feedback from
stakeholders, both directly and indirectly via management, and the
following pages detail the specific engagement methods employed
in 2025, material topics raised, and how the resulting insights
influenced our strategic priorities and operational decisions to
enhance long-term sustainability.
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 some specific
customer, employee and community concerns locally, ensuring their
strategies for engaging at a local level are relevant and responsive to
their markets and report to the Board accordingly.
48
Lion Finance Group PLC Annual Report 2025
Who are our key stakeholders?
Employees
Our employees are fundamental to our success. We prioritise their
wellbeing and actively seek their feedback to continuously improve
our workplace. By fostering an inclusive environment where diverse
perspectives are valued, we aim to attract, develop and retain talented
individuals who feel heard and empowered. Our commitment extends
beyond competitive compensation to comprehensive development
opportunities and support systems that enable our people to thrive.
Customers
Our core banking subsidiaries – Bank of Georgia and Ameriabank – place
customers at the centre of their strategic vision. Customer feedback
mechanisms are embedded within service platforms, with insights
cascaded as key performance indicators throughout each organisation,
beginning with executive management. This comprehensive feedback
system enables our subsidiaries to continuously enhance offerings,
develop innovative solutions and anticipate customers’ evolving needs.
By supporting customer-centric approaches that create meaningful
value through tailored financial solutions, we strengthen market positions
and drive sustainable growth for the Group.
Investors
Attracting and retaining long-term investment is essential to our success
and sustainability. We engage transparently with our diverse investor
base through regular reporting, presentations, meetings and our investor
relations platform. By upholding high standards of corporate governance,
operating ethically and delivering consistent performance, we maintain
investor trust while ensuring access to capital that supports our strategic
objectives. As at 31 December 2025, some of our top institutional
shareholders included Dimensional Fund Advisors (DFA) LP, J.P.
Morgan Asset Management (UK) Ltd, Vanguard Group Inc., BlackRock
Investment Management (UK), among others.
Communities
We are dedicated to supporting the wellbeing of communities in our
operating markets, primarily through Bank of Georgia in Georgia
and Ameriabank in Armenia. Engaging with local stakeholders helps
us understand specific needs and contribute effectively to regional
development. Our subsidiaries implement targeted programmes focused
on financial inclusion, education and environmental sustainability,
fostering stronger, more resilient communities while upholding our values
as a responsible business partner committed to positive social impact.
Governments and regulators
We operate in a highly regulated environment, with the Group as a
UK-based holding company accountable to UK regulatory authorities,
while our core subsidiaries – Bank of Georgia and Ameriabank – are also
accountable to their respective national regulators. We maintain open
dialogue across all regulatory relationships to ensure compliance, uphold
high governance standards and act ethically in all jurisdictions where we
operate.
2025 key highlights
Bank of Georgia’s eNPS stood at 59 at
year-end 2025 (versus 54 at year-end 2024).
Ameriabank’s eNPS stood at 51 at year-end
2025 (versus 57 at year-end 2024).
2025 key highlights
Bank of Georgia’s NPS (measured externally)
stood at 76 at year-end 2025 (versus 67 at
year-end 2024). Ameriabank’s NPS (measured
internally) stood at 80 in 2025 (monthly
average for FY25) (versus 77 monthly average
in 2024).
2025 key highlights
The Board implemented a quarterly capital
return schedule. In respect of 2025, our
dividends totalled GEL 10.50 per share, and
we further distributed GEL 203 through the
share buyback and cancellation programme,
resulting in the 2025 payout ratio of 30%. The
total shareholder return for 2025 was 107.1%
as our share price rose 97.5% from GBP 47.10
to GBP 93.00 by year-end.
2025 key highlights
Through Bank of Georgia and Ameriabank, our
educational initiatives reached communities
across Georgia and Armenia, supporting over
378,000 students, and engaging 89,000+
participants in STEM programmes to foster
future innovation.
2025 key highlights
We maintained productive engagement with
regulators across all levels – from Board-level
formal meetings to active participation in
policy dialogues through industry associations
in both Georgia and Armenia.
Strategy and performance continued
49
Lion Finance Group PLC Annual Report 2025
Additional InformationFinancial StatementsGovernanceStrategic Report
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 63 to page 64 of this Report’s Sustainability Review.
Engagement
• Employee Net Promoter Score (eNPS)
and engagement surveys.
• 360° performance evaluations and
competency assessments.
• Independent whistleblowing system
with direct reports to the Audit
Committee.
• Town halls and live Q&A sessions with
senior management and CEO.
• Employee Voice meetings for workforce
engagement with the Board, facilitated
by Mariam Megvinetukhutsesi, Non-
executive Director (more on page 154).
• Regular email newsletters and digital
workplace communications.
• One-on-one meetings with managers
and career development discussions.
• Quarterly product milestone reviews.
• Personal interviews with employees,
including exit interviews.
Performance information provided
to Directors
• eNPS results and trends across locations
and departments.
• Employee engagement survey findings,
highlighting strengths and areas for
improvement.
• Market compensation trends and
competitive positioning analysis.
• Employee turnover with underlying
factors and proposed solutions.
• Diversity metrics including gender, age
and other demographic representations
across roles.
• Gender pay gap analysis.
• Whistleblowing reports with summaries
to the Audit Committee.
Who engages?
• Human capital/HR functions within
each subsidiary of the Group are
responsible for overseeing the employee
experience and feedback gathering and
reporting.
• 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 in Georgia and Armenia.
What they tell us matters to them
• Development opportunities.
• Recognition and appreciation.
• Competitive and fair compensation.
• Teamwork.
• A positive workplace culture.
How we delivered on their
feedback this year
• Maintaining competitive compensation
practices: We place great importance on
employee feedback and are committed
to ensuring our compensation practices
are fair, competitive and aligned with
market standards. Throughout 2025,
both Bank of Georgia and Ameriabank
implemented salary increases across
various employee groups based on
comprehensive market benchmarking.
We recognise that fair and transparent
compensation is an important factor
in employee satisfaction and retention
and remain committed to benchmarking
against industry standards to maintain
our competitive position in our
respective markets.
• Professional development programmes:
In response to feedback highlighting the
importance of growth opportunities,
Bank of Georgia implemented several
initiatives to enhance professional
development. We updated manager
training curriculum with increased focus
on constructive dialogue, feedback skills
and leadership effectiveness, and also
introduced tailored career development
pathways for key positions throughout
the organisation, providing clearer
progression routes. At Ameriabank, we
implemented targeted learning agendas
designed for reskilling and upskilling
our workforce. Throughout 2025, we
strengthened technology capabilities
through specialised bootcamps and AI
training programmes.
• Enhanced collaboration and knowledge-
sharing: To foster cross-functional
collaboration, Bank of Georgia launched
the MindShare Series, enabling colleagues
to share experience and build broader
organisational awareness through
structured knowledge-sharing sessions.
Similarly, Ameriabank organised a
comprehensive engagement framework
in 2025, conducting 26 team-building
events spanning nearly all departments.
We established five professional
communities (Business Analysis,
Product Ownership, Quality Assurance,
Engineering, and Entrepreneurship)
and facilitated approximately 20
community-led events. These initiatives
have fostered knowledge exchange,
strengthened our collaborative culture,
and created valuable connections across
the organisation.
• Strengthening whistleblowing
framework: Ameriabank implemented
an anonymous whistleblowing system
for employees, aligning with Bank
of Georgia’s established approach.
This enhancement supports our
commitment to ethical practices
and transparent communication.
Employees
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Lion Finance Group PLC Annual Report 2025
Strategy and performance continued
Engagement
• Net Promoter Score (NPS) and
customer satisfaction surveys, both
internal and third-party.
• Digital and in-branch feedback
collection at service touchpoints.
• Brand research and targeted focus
groups.
• Direct feedback through relationship
managers, bankers and contact centres.
• Comprehensive complaints
management system with resolution
tracking.
• Analysis of customer service call centre
interactions for pattern insights.
Performance information provided
to Directors
• Customer satisfaction metrics including
NPS scores and trends.
• Quarterly reports on information
security and data protection.
• Quarterly whistleblowing reports to the
Audit Committee.
• Competitive positioning and market
differentiation insights.
• Customer retention indicators and
loyalty drivers.
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.
• Customer relationships are primarily
managed by business units within
our core subsidiaries, with customer
satisfaction metrics embedded in their
performance reviews and incentive
structures.
What they tell us matters
to them
• Simple, intuitive digital banking
experience with minimal friction.
• Responsive customer service and fast
resolution of issues across all channels.
• Competitive rates and transparent fees.
• Strong data security and privacy
protection.
• Personalised offerings and rewards
that recognise their loyalty.
How we delivered on their
feedback this year
• Enhancing digital banking capabilities:
At Bank of Georgia, a significant volume
of customer requests highlighted the
inconvenience of changing a card’s PIN
code, which previously required a visit
to an ATM. In response, we introduced
a feature within BOG App allowing
customers to set a desired PIN directly
from the app.
• Furthermore, Bank of Georgia
digitalised the process for changing a
loan payment date.
This update, which was highly requested
by customers, removes the need for a
branch visit and provides our clients with
greater flexibility in managing their loan
obligations through our digital channels
• Ameriabank enhanced settlement times
for card-to-card transfers, enabling
quicker access to funds and improving
overall mobile banking reliability.
• Addressing ATM-related concerns: Bank
of Georgia implemented automatic
SMS notifications when cards are
captured by ATMs, along with an option
to generate a digital card instantly to
ensure uninterrupted access to funds.
The Bank also improved ATM usability
by displaying maximum banknote and
transaction amount information.
• Ameriabank optimised the process for
reviewing ATM cash-in and cash-out
transaction claims by bringing log-level
investigation capabilities in-house,
significantly reducing resolution times.
• Streamlining product access: The
application process for credit cards was
digitalised at Bank of Georgia, enabling
customers to apply directly through our
digital channels without needing a pre-
approved offer.
To improve transparency in our lending
process, we introduced an SMS
notification for instances where a loan
application is declined. These messages
provide customers with general
information on potential reasons for
refusal and offer helpful tips for future
applications.
• Enhancing loyalty recognition:
Ameriabank launched its loyalty
points-based rewards system, allowing
customers to collect points through
everyday payments for use at partner
merchants.
• Meeting specialised customer needs:
Recognising the unique needs of our
younger customers at Bank of Georgia,
we reintroduced offline functionality
for the sCoolApp. This ensures that
students have consistent access to
their banking application, even without
internet connection.
Customers
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Additional InformationFinancial StatementsGovernanceStrategic Report
Investors
Engagement
• Quarterly results announcements and
conference calls with investors and
analysts.
• Annual Report and sustainability
disclosures.
• Regular announcements via Regulatory
News Service (RNS).
• Nine investor roadshows, with four led
by the CEO.
• Participation in eleven investor
conferences.
• Individual investor meetings, both virtual
and face-to-face (including site visits in
Georgia and Armenia).
• Perception studies conducted by the
Investor Relations team.
• Engagement with proxy agencies and
responses to their reports.
• Annual General Meeting with
opportunity for shareholder questions.
• Dedicated shareholder consultations on
the Remuneration Policy passed at the
2025 AGM.
• Regular updates to the investor relations
website and social media channels.
Performance information provided
to Directors
• Quarterly Investor Relations updates,
including detailed investor feedback
and analysis of significant shareholder
movements.
• Assessments and recommendations
from proxy advisors (ISS, Glass Lewis,
IVIS and PIRC).
• Feedback from the Remuneration Policy
review meetings and consultations.
• Share price performance relative to
indices and peer group.
• Analyst consensus.
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 whole board 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.
• Following the 77.89% approval of
our Remuneration Policy at the 2025
AGM, the Remuneration Committee
Chair engaged with over 60% of our
shareholder base, focusing on our
largest investors and on those who
voted against the resolution to ensure
their perspectives were fully understood.
What they tell us matters to them
• Macroeconomic, political and
geopolitical risks.
• Capital return policy.
• Strategy and business model,
particularly regarding future growth
opportunities and customer franchise
development.
• Strategic vision in Armenia and growth
opportunities.
• Future M&A strategy.
How we delivered on their
feedback this year
• Demonstrating strategic alignment: The
Group delivered exceptional business
performance, exceeding our 20%+ ROAE
target with an adjusted figure of 28.4%
for full-year 2025, while achieving solid
loan book growth of 19.7% in constant
currency, well above our c.15% target.
The Group also announced plans to host
an Investor Day in June 2026 in Tbilisi,
Georgia, where executive leadership
and senior representatives from Bank
of Georgia and Ameriabank will present
the Group’s strategic framework,
financial results, medium-term outlook,
and discuss the core factors driving
sustained performance across key
markets.
• Balancing growth with capital
returns: Investors expect us to balance
sustainable growth with strong
profitability and a robust capital return
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 cash dividends coupled with
a share buyback and cancellation
programme. Throughout 2025, we
maintained our commitment to our
payout policy, while transitioning to
quarterly dividend payments to provide
our shareholders with a more consistent
schedule of distributions. The 2025
payout ratio stood at 30.0%, within our
30-50% medium-term target range.
• Delivering shareholder value: Share
price performance was outstanding
in 2025, rising 97.5% from GBP 47.10
in 31 December 2024 to GBP 93.00 in
31 December 2025, resulting in total
shareholder return of 107.1%, materially
in excess of the wider equity market
(FTSE 250: 12.9%).
• Enhancing investor communications: We
launched a Perception Study targeting
our top 40 shareholders (representing
c.50% combined ownership), which
led to including Ameriabank’s CFO
in earnings calls to provide deeper
coverage of our Armenian operations.
We also published a comprehensive
“Top Q&A on Georgian Macro”
document addressing investors’ most
frequent questions about Georgia’s
economic outlook, sovereign risk factors
and growth drivers.
• Strengthening proactive engagement:
We introduced same-day results
walkthroughs for analysts and top
investors immediately following
releases, while implementing structured
post-results outreach to gather
feedback, align on consensus and
manage expectations.
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Lion Finance Group PLC Annual Report 2025
Strategy and performance continued
Communities
Governments and regulators
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 and the standalone
Sustainability 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 community outreach and
philanthropic initiatives.
What they tell us matters to them
• Business support.
• Education.
• Responsible giving/charity.
• Protection of the environment.
• Children’s healthcare.
How we delivered on their
feedback this year
• Expanding educational opportunities:
We continued to invest in educational
infrastructure and programmes
across our operating markets. Bank
of Georgia expanded its “Ideatecas”
initiative, adding 5 new multifunctional,
modern educational libraries in 2025,
bringing the total to 25 locations across
11regions of Georgia and reaching over
18,000 students.
• Ameriabank made significant
investments in upgrading facilities and
laboratories at 8 universities and 7
schools in Armenia, modernising learning
environments and strengthening their
research capacity.
• Supporting STEM education: Bank of
Georgia’s STEM School programme, in
partnership with a leading STEM school
in Tbilisi, continued to provide quality
science, technology, engineering, and
mathematics education. Since 2023,
over 2,000 students have completed the
programme – approximately 64% from
regional areas – with 300 receiving full
scholarships.
• Investing in children’s health and
community priorities: Through its
“My Ameria, My Armenia” campaign,
Ameriabank allocated c. GEL 708,000
1
to community-selected priorities,
with children’s health and education
receiving the highest public support
(54.9% and 19.5% of over 55,000
votes, respectively). From more than
80 applications, 15 programmes were
selected focusing on medication
for children with chronic illnesses,
improving quality of life for children with
special needs, equipping schools with
technology and providing specialised
healthcare services.
• Protecting biodiversity and natural
heritage: Bank of Georgia contributed
USD 30,000 in 2025 to support 18
protected areas through its long-
standing partnership with the Caucasus
Nature Fund and the Agency of
Protected Areas. This funding, totaling
GEL 1.3 million since 2010, supports park
maintenance, biodiversity protection
and ranger operations. The Bank also
expanded its educational outreach
initiatives, partnering with 9 companies
to raise awareness about environmental
protection.
• Fostering innovation ecosystems:
Ameriabank became the first bank to
join FinTech Armenia Association as
a Founding Member, committing to
support the development of Armenia’s
fintech sector. The Bank’s leadership
teams are engaged in key institutional
working groups focused on banking
transformation, startups and ventures,
regulatory sandboxes, and education,
helping to shape the future of financial
technology in Armenia.
Engagement
• To deepen Board-level understanding of
our regulators, our Chair formally meets
with the NBG and CBA during the year.
• Regular meetings with the NBG and
the CBA happen at the Executive
Management level, with the CEO
engaging directly on key matters.
• The CEO participated in the policy
dialogue in Georgia through different
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.
• The CEO of Ameriabank also participated
in the policy dialogue in Armenia through
different avenues, including the Banking
Association of Armenia.
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
• The Audit Committee and Risk
Committee received regular updates
on sanctions compliance and AML, and
oversaw enhancements in these areas.
• The Directors received updates and
oversaw continued adherence to legal
and regulatory requirements.
• The Risk Committee considered the
General Risk Assessment (GRAPE)
assessment from the NBG and
discussed progress against the matters
raised by the NBG.
1 In 2025, Ameriabank committed AMD 100 million (c. GEL 708K at the 2025 full-year average exchange rate of GEL 7.0821 per 1000 AMD) from its corporate social responsibility budget.
53
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Additional InformationFinancial StatementsGovernanceStrategic Report
Principal decisions
Principal decisions are those taken by the Board that are material, have
strategic importance to the Group, or are significant to the Company’s
key stakeholders.
This statement describes two examples of sets of principal decisions taken
by the Board during 2025.
During 2025, the Board made several
principal decisions relating to capital
returns, balancing shareholder expectations
with the need to maintain a strong capital
base and financial flexibility to support
future growth.
Dividends: The Board recommended a
final dividend for the financial year 2024
and approved a new quarterly interim
dividend schedule in respect of the periods
ended 31 March 2025, 30 June 2025,
30 September 2025, and 31 December 2025.
Share buyback programmes: In February
2025, the Board approved an extension of
up to GEL 107.7 million in its share buyback
and cancellation programme. This was
followed by approval in August 2025 to
launch a GEL 98.0 million share buyback
and cancellation programme. In November
2025, the Board approved a further
extension of up to GEL 51.5 million, and in
February 2026, a further extension of GEL
53.5 million, bringing the total buyback for
FY25 to GEL 203 million.
Capital Return Policy update: In August
2025, the Board approved changes to the
Capital Return Policy. Under the updated
policy, the Company moved to distributing
dividends on a quarterly basis under normal
circumstances, reflecting a desire to
deliver regular, and predictable returns to
shareholders while maintaining a disciplined
approach to capital allocation. The Group’s
total capital distribution policy target
of 30-50% of annual profits remained
unchanged.
A key priority for the Board throughout
the year was the management of excess
capital, balancing shareholder returns
through dividends and buybacks whilst
maintaining flexibility to fund future
growth, support customers and maintain
financial resilience.
What were the decisions?
Stakeholders impacted
Capital Return
In determining its approach to capital
return through the payment of quarterly
dividends and the continuation of a
regular share buyback and cancellation
programme, the Board considered the
interests of shareholders alongside those of
other key stakeholders, consistent with its
duties under section 172 of the Act and the
Principles of the Code.
Shareholder expectations were informed
by ongoing Board and management
engagement with institutional investors.
These stakeholders consistently
emphasised the importance of clear,
sustainable, and predictable capital return
policies. The Adviser to the CEO provided
quarterly updates to the Board on market
sentiment and the Group’s performance
relative to peers, ensuring the Board
remained attuned to investor expectations
and market dynamics.
Regulatory expectations and supervisory
guidance were carefully considered to
ensure that capital return remained
prudent and aligned with the Group’s
risk appetite and regulatory obligations.
The Board reviewed detailed analysis
of the capital requirements and ratios
for Bank of Georgia and Ameriabank,
alongside capital return scenarios and
regular macroeconomic updates. On
Ameriabank’s side, the Board welcomed
the Bank’s decision and the progress in
the placement of new subordinated debt
and Additional Tier 1 instruments, which
will further strengthen its capital position
and support their capacity for sustainable
growth. The Board also considered Bank
of Georgia’s capital adequacy ratios as at
31 December 2025, noting that all were
comfortably above the minimum regulatory
requirements.
Long-term strategic interests were
considered through assessment of the
potential impact on the Group’s ability to
invest in its strategy, support customers
and maintain financial resilience in a
dynamic operating environment.
The Board remains confident that the
dividend and buyback payout ratio in the
targeted 30-50% range is appropriate
and sustainable, allowing the Group to
return surplus capital to shareholders
while retaining sufficient resources to
fund growth initiatives, technological
investments and emerging opportunities in
Georgia and Armenia.
How were stakeholders engaged and their interests considered?
54
Lion Finance Group PLC Annual Report 2025
The Board’s decisions resulted in substantial
returns to shareholders during 2025, while
maintaining a robust capital position:
Dividend payments:
• On 10 October 2025, the Company paid
a cumulative interim dividend of GEL
5.10 per ordinary share in respect of
the periods ended 31 March 2025 and
30 June 2025.
• On 9 January 2026, the Company paid an
interim dividend of GEL 2.65 per ordinary
share in respect of the period ended
30 September 2025.
• On 25 February 2026, the Company
announced that it will pay an interim
dividend of GEL 2.75 per ordinary share in
respect of the period ended 31 December
2025, on 14 April 2026, bringing the total
dividend paid in respect of the Group’s
2025 earnings to GEL 10.50 per share.
Share buyback programmes:
• In July 2025, the Company completed
its GEL 107.7 million share buyback
and cancellation programme, having
repurchased and cancelled 487,974
ordinary shares.
• In November 2025, the Company
completed its GEL 98.0 million share
buyback and cancellation programme,
having repurchased and cancelled
349,887 ordinary shares.
• As at 31 December 2025, 57,356 ordinary
shares had been repurchased as part of
the GEL 51.5 million programme, of which
18,000 were awaiting cancellation.
• As announced on 25 February 2026,
the Board approved a GEL 53.5
million extension to its share buyback
and cancellation programme which
commenced on 2 March 2026.
These combined distributions resulted
in a total 2025 payout ratio of 30%,
in line with our distribution policy. This
disciplined approach to capital return
provided shareholders with consistent and
transparent returns of surplus capital, while
maintaining a strong capital base, robust
balance sheet, and financial flexibility to
support the Group’s strategic ambitions.
The quarterly dividend framework
introduced during the year has been
well-received by investors and enhances
the predictability and transparency of
shareholder returns.
The Board continues to monitor capital
levels, regulatory requirements, market
conditions and stakeholder feedback closely
to ensure that the approach to capital
return remains appropriate, sustainable
and aligned with the Group’s long-term
strategy and commitment to
all stakeholders.
Further information on capital
management and distributions can be
found in the Strategic Report on pages 114
to 115 and in the Financial Review
on page 326.
Actions and outcomes
Strategy and performance continued
During the year, the Board undertook a
review of its composition and committee
structure in accordance with succession
planning, ensuring it remained well-
balanced, effective and aligned with
the Group’s strategic priorities and
regulatory requirements. Following
this review, the Board approved the
following key appointments and structural
enhancements:
• Appointment of Karine Hirn as an
independent Non-executive Director,
bringing extensive experience in
sustainability, international investment,
investor relations, corporate governance
and stakeholder management.
• Introduction of cross-committee
membership for the Chairs of the
Audit and Risk Committees to enhance
collaboration, information flow and
oversight.
• Appointment of Véronique McCarroll
as Senior Independent Non-executive
Director (SID) to provide independent
challenge and support to the Chair of
the Board.
• Appointment of Mariam
Megvinetukhutsesi as the designated
Non-executive Director for workforce
engagement, ensuring employee
perspectives are represented at
Board level.
• Appointment of Andrew McIntyre
as Chair of the Audit Committee
in accordance with the Company’s
succession planning procedures.
Updates to Board and Committee Composition and Director Responsibilities
What were the decisions?
Stakeholders impacted
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Following implementation, the refreshed
Board and committee structure operated
effectively throughout the remainder of
the year.
Karine Hirn integrated quickly into the
Board, contributing insight on sustainability
matters and providing additional depth
to Board discussions on long-term value
creation and stakeholder expectations.
The introduction of cross-committee
membership between the Audit and Risk
Committee Chairs has enhanced the flow
of information, improved consistency of
oversight and strengthened the Board’s
ability to identify and respond to emerging
risks in a timely and coherent manner.
This structural enhancement supports
more effective oversight of financial
reporting, internal controls, and the Group’s
risk profile, and will inform the Board’s
assessment of the effectiveness of the
risk management and internal control
framework going forward.
Since his appointment as Chair of the
Audit Committee, Andrew McIntyre has
continued to provide strong guidance
to the Audit Committee and the Board,
bringing valuable insight from his
international financial services experience
and his professional background. The
Committee performance review noted
positive feedback on his leadership,
oversight, and effectiveness in delivering
the Committee’s objectives.
Véronique McCarroll’s appointment
as SID ensured continuity in this
critical role following her predecessor’s
retirement. She has reinforced the Board’s
governance framework, providing a clear
point of contact for shareholders and
serving as a trusted adviser to the Chair
on matters of board effectiveness and
stakeholder relations.
In her role as designated Non-executive
Director for workforce engagement,
Mariam Megvinetukhutsesi hosted
Employee Voice meetings in both Georgia
and Armenia during 2025 which were also
attended by other members of the Board.
These sessions have deepened the Board’s
understanding of employee perspectives,
supported more informed decision-
making on people-related matters, and
strengthened the Board’s connection to the
workforce across the Group’s key markets.
Collectively, these actions have
strengthened the Board’s effectiveness,
diversity of experience and alignment with
the Group’s strategy and stakeholder
expectations, supporting robust
governance and sustainable long-term
performance.
Further information regarding the Board
and Committee structure can be found in
the Directors’ Governance Statement on
page 136 and in the Nomination Committee
Report on pages 152 to 153.
Actions and outcomes
In reaching these decisions, the Board
considered the interests and perspectives
of a broad range of stakeholders through
systematic engagement and careful
analysis.
Shareholders and investors were informed
by ongoing engagement led by the Chair
and the management team, as well as by
feedback from proxy advisory agencies.
The appointment of Karine Hirn directly
reflected investor and broader stakeholder
interest in enhanced sustainability expertise
at Board level, as well as through the Board
skills matrix which had identified this gap.
Regulatory requirements were carefully
considered, particularly in relation to Board
independence, committee effectiveness,
and risk oversight. The decision to introduce
cross-committee membership between
the Audit and Risk Committee Chairs was
informed by evolving best practice within
the banking sector. The Board considered
that appointing Andrew McIntyre as Chair
of the Audit Committee would strengthen
the Committee’s ability to deliver on
its objectives, leveraging his extensive
international experience and expertise in
audit, accountancy and financial services.
Workforce perspectives were considered
through existing employee engagement
mechanisms, including Employee Voice
forums and regular workforce reporting
to the Board. The appointment of
Mariam Megvinetukhutsesi as designated
Non-executive Director for workforce
engagement ensured continuity of
workforce representation at Board level
following the retirement of her predecessor.
Her local background, regional experience,
and native fluency in Georgian were
considered important factors in supporting
direct, open and culturally inclusive
engagement with employees across
the Group’s principal markets.
Customers and communities benefit
indirectly from enhanced Board
effectiveness and sustainability expertise,
which support the Group’s ability to deliver
responsible, sustainable banking services
aligned with evolving societal expectations.
How were stakeholders engaged and their interests considered?
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Sustainability review
Creating sustainable opportunities:
our sustainability review
Our approach to assessing performance
extends beyond financial metrics to
embrace a holistic perspective, integrating
sustainability into our business model
to mitigate negative impacts on people
and the planet while contributing to the
development of the communities we
serve. We are committed to transparent
reporting and accountability as we work to
create sustainable opportunities.
Unless stated otherwise, this
Sustainability Review primarily covers
JSC Bank of Georgia and Ameriabank
CJSC, the Group’s two principal
operating entities. While Ameriabank
had established ESG management
processes prior to its acquisition by Lion
Finance Group, we continue to integrate
its information into Group reporting and
are advancing data collection and best-
practice sharing across the Group.
This is the first year the Group has
published a standalone Sustainability
Report, covering the period from 1 January
to 31 December 2025 and aligned with
the Group’s financial reporting calendar
to ensure consistency and comparability
between financial and sustainability
disclosures. The Sustainability Report
provides comprehensive information
on topics identified as material to
the Group’s operations and has been
prepared in full compliance with the Global
Reporting Initiative (GRI) Standards, with
climate-related disclosures aligned with
IFRS S2. This ensures consistency with
internationally recognised sustainability
and climate reporting frameworks.
The Sustainability Review included in
this Annual Report provides a high-
level summary of the most significant
developments and outcomes for 2025.
For detailed information on processes,
data and performance, please refer to the
standalone Sustainability Report on the
Groups’ website.
For the 2025 reporting period external
assurance has been obtained for the
Group’s Greenhouse Gas (GHG) emissions
data. Further details are provided on
pages 89 to 90.
Our material topics
In 2023, Bank of Georgia conducted a
materiality reassessment to identify its
most significant impacts on the economy,
environment and people, in line with
GRI best practice. The process involved
analysing the organisational context,
identifying potential impacts through
stakeholder and policy reviews, assessing
their significance and prioritising them for
reporting, with validation from Executive
Management. Following the acquisition of
Ameriabank in 2024, a review confirmed
that the material topics underpinning
our strategy are highly relevant to
Ameriabank’s operations, enabling our
ESG strategy to be extended across
the entire Group. We have idenfitied 14
material topics, prioritised by stakeholders
as follows:
1.
Business ethics
2.
Customer protection and
product responsibility
3.
Data security and privacy
4.
Local economic development
5.
Sustainable finance
6.
Product and service innovation
7.
Financial inclusion
and empowerment
8.
Fair working conditions and
employee well-being
9.
Human capital development
10.
Diversity, inclusion and equality
11.
Gender equality
12.
Engagement with communities
and the environment
13.
Responsible supply chain
14.
Internal environmental management
ESG strategy
Building on insights from our materiality
assessment, we have developed a
structured ESG strategy that addresses
our most significant impacts on the
economy, environment and people.
The strategy organises material topics
into four key focus areas, each with clear
objectives to guide business decisions and
sustainability initiatives.
Our ESG strategy goes beyond a
commitment to responsible business
practices; it serves as a roadmap for
creating shared value for stakeholders and
contributing to sustainable development. By
embedding these priorities into our business
model and operations, sustainability
considerations are integrated across
the organisation, from governance to
community engagement.
The four pillars reflect both our
responsibilities and our ambition to
drive positive change in the markets
we serve. Each focus area addresses
specific material topics identified through
stakeholder engagement, while collectively
supporting our contribution to the
UNSustainable Development Goals.
ESG governance
The Board of Directors holds overall
responsibility for the Group’s ESG strategy
and performance, with oversight of
key topics allocated to its specialised
committees:
• Risk Committee: Oversees the
management of sustainability-related
risks, including climate change.
• Audit Committee: Ensures the integrity
and transparency of sustainability
reporting.
• Remuneration Committee: Aligns
executive incentives with sustainability
goals.
• Nomination Committee: Ensures the
Board has the appropriate skills and
experience to lead the sustainability
strategy.
At Lion Finance Group PLC, we are committed to integrating sustainability into our
operations to secure long-term value creation.
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At Bank of Georgia, ESG matters are
managed by the Executive Management
Team, supported by the CEO-chaired
Environmental and Social Impact (ESI)
Committee, which oversees the Bank’s
climate, environmental, and social
impacts.
At Ameriabank, non-lending ESG issues
are overseen by individual members of
the Executive Management Team, while
lending-related ESG and climate risks are
handled by the Environmental and Climate
Risk Management unit within the ESG and
Sustainability Direction.
At both banks, day-to-day management
of lending-related ESG risks is carried out
by dedicated units within the Risk function.
A multi-faceted information flow, including
direct reporting from the ESI Committee
Chair and quarterly risk reports, ensures
the Board maintains ultimate oversight of
the organisation’s impacts.
Enhancing board sustainability
knowledge
The Board ensures its composition
includes members with relevant
experience in sustainable development.
The appointment of Karine Hirn as an
independent Non-executive Director has
enhanced the Board’s ESG capabilities,
drawing on her extensive background
as a Chief Sustainability Officer
and international commentator on
sustainability. To maintain up-to-date
knowledge, the Group provides ongoing
training for its Directors, including a
dedicated session in 2025 focused on
climate change and transition planning.
2025 performance and outlook
Key developments in 2025
Set Bank of Georgia’s first
operational GHG emission
reduction target.
88% of Bank of Georgia’s regional
offices’ electricity is now sourced
from solar energy.
Developed Climate Transition Plan
1
.
Developed a solar panel calculator
for customers
2
.
Completed a formal review and
Board-level approval of all ESG-
related policies.
1 2 3
4 5
Sustainability KPIs
2025 target 2025 result 2026 target
Green portfolio (BOG) GEL 1.2B GEL 1.4B 1.5B
Green portfolio (Ameriabank) GEL 285M GEL 310 GEL 353
Number of self-employed borrowers (BOG) 69,000 77,100 N/A
sCoolApp MAU (BOG) 185,000 185,700 N/A
eNPS (BOG) 54 59 54
Governance and integrity
ESG Strategy
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.
Financial inclusion
To use the power of technology
and product innovation to
drive digital financial inclusion
and deliver innovative financial
services.
Sustainable finance
To manage financial risks
stemming from climate change
and other environmental
and social (E&S) risks, while
fostering greater transparency
and long-term focus.
Employee empowerment
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.
1 CTP will be adopted in 2026.
2 The calculator is planned to be published on Bank of Georgia’s website in 2026.
58
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Sustainability review continued
Governance and integrity
We maintain a comprehensive governance and integrity framework. Our policies and
systems are designed to address a range of risks including financial crime, information
security threats, data protection challenges and customer fairness considerations.
This section outlines our approach to key governance areas, detailing the structures, controls and outcomes that support our
operations while meeting regulatory requirements and stakeholder expectations. We focus on practical measures in financial
crime prevention, information security, data privacy, customer protection, supplier management and environmental responsibility –
all essential components of responsible financial services. By documenting these practices transparently, we provide stakeholders
with visibility into how we manage important non-financial aspects of our business that support long-term sustainability and trust.
Prevention of financial crime
We are committed to safeguarding the integrity of the financial system and protecting our customers
from illicit activities that can undermine trust and economic stability.
AML/CFT and sanctions
compliance
The Group complies with all applicable
local and foreign laws across its operating
jurisdictions. We maintain robust policies
and procedures to meet international
sanctions requirements enforced by key
jurisdictions and bodies such as the US
(OFAC), EU, UK (HM Treasury), and the
UN Security Council. Our compliance
measures include continuous screening
of customers, transactions, and
counterparties, alongside regular reviews
of internal controls to identify and manage
sanctions-related risks.
Our AML/CFT framework follows a risk-
based approach supported by a three-
lines-of-defense governance model and
advanced monitoring systems. Dedicated
assurance units at Bank of Georgia and
Ameriabank conduct independent testing
and periodic reviews to ensure effective
oversight and consistent standards across
the Group.
ESG ratings and memberships
Memberships:
UN Global Compact (BOG)
UN Women’s Empowerment
Principles (BOG)
Banking Association of
Georgia (chairing the ESG
Committee)
Business Association of
Georgia
* The use by Lion Finance Group PLC of any MSCI Solutions 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.
In 2026, Lion Finance Group PLC
received a rating of AA (on a scale of
AAA-CCC) in the MSCI ESG Ratings
assessment.
* For more information on the ISS
ESG Corporate Rating, please visit
https://www.issgovernance.com/
sustainability/ratings/
As of December 2025, Lion Finance Group PLC has achieved ‘Prime’ status in the
ISS ESG Corporate Rating.
* 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, and has
satisfied 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 specific Environmental, Social and Governance
(ESG) practices. The FTSE4Good indices are used by a wide variety of
market participants to create and assess responsible investment funds
and other products.
Ratings (as of 2025):
Bank of Georgia won
the BARTA 2025 Best
Sustainability Reporting
award.
Selected 2025 awards:
Bank of Georgia and Ameriabank were named
the “Best Bank for Sustainable Finance” in
Georgia and Armenia, respectively, by Global
Finance.
Bank of Georgia was honored with Euromoney’s
Best Bank for Environmental, Social & Governance
award in 2025.
Bank of Georgia was honored with the “Green
Deal of the Year Renewable Energy Hydro” award
from the EBRD.
Bank of Georgia was honored with a “Sector
Excellence Commended” award at the 2025
INSEAD Alumni Balance in Business Awards.
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Zero-tolerance policy
The Group enforces a zero-tolerance
policy regarding sanctioned individuals
and activities. This includes any funds
linked directly or indirectly to sanctioned
parties, as well as clients or transactions
associated with the Russian military-
industrial base. We prohibit all forms
of international sanctions evasion and
circumvention.
Know Your Client and customer
due diligence
We manage customer risks throughout
the relationship lifecycle through
automated risk assessments and regular
due diligence. Information on ownership,
ultimate beneficial owners and source of
funds is collected at onboarding, while
high-risk clients and politically exposed
persons undergo enhanced due diligence.
The Group operates in full compliance with
international sanctions frameworks. It
applies enhanced due diligence measures
to transactions and client relationships
connected to the Russian Federation/
Belarus, while also, conducting its
overall operations in strict adherence to
applicable local regulations.
Communication and training on
AML policies
AML, CFT and sanctions topics are
reviewed quarterly by the Audit and
Risk Committees, which monitor the
effectiveness of controls and key metrics.
Mandatory AML/CFT training was
completed by 100% of Bank of Georgia
and Ameriabank employees, ensuring their
continued awareness of current policies
and procedures.
Incidents of money laundering
There were no confirmed cases of money
laundering during the reporting period
and, consequently, no related employee
dismissals or public cases involving the
Group or its employees.
Anti-Bribery and Anti-Corruption
We uphold a zero-tolerance stance towards bribery and corruption in all forms, aligning our approach
with international standards such as the OECD Anti-Bribery Convention and the UN Global Compact’s
10th Principle against corruption. This commitment is integral to our business strategy, safeguarding
assets and stakeholder trust.
Governance and policies
The Group’s integrity is safeguarded by a comprehensive framework, including the Group-wide Code of Conduct and Ethics, the Anti-
bribery, Anti-corruption and Anti-fraud Policy (ABCF), the Conflict of Interest (COI) Policy, as well as Know Your Employee procedures
at Bank of Georgia and Employees Integrity Check at Ameriabank.
Oversight for ABCF efforts is integrated across various internal functions:
Leadership Executive Management teams and Supervisory Boards set the “tone at the top,” actively supporting all anti-
corruption initiatives.
Committee oversight At Bank of Georgia, the Human Rights and Ethics Committee handles ethics-related concerns, including the
review of investigations and whistleblowing protocols. At Ameriabank, the Human Resources Committee is
responsible for embedding corporate culture, ethical norms, and ensuring the fair resolution of employee issues.
Second-line defence Functions such as the Corporate Security and Internal Control departments examine high-risk scenarios and
conduct monitoring to identify potential policy violations.
Managerial roles Managers are essential in recognising corruption risks and maintaining ethical standards across their teams.
Management approach
Our comprehensive programme is built on
several key measures:
Risk assessment: A comprehensive and
periodic ABCF risk assessment underpins
the Group’s compliance framework.
Through systematic evaluation of
operations, we identify and assess
potential bribery and corruption risks
across all business activities, ensuring the
framework remains effective and aligned
with evolving regulatory requirements.
Third-party due diligence: All potential
business partners undergo thorough due
diligence to ensure compliance with anti-
bribery laws. When concerns are identified,
we evaluate the potential impact and
take appropriate action, which can range
from implementing enhanced controls and
ongoing monitoring up to and including
terminating the business relationship if
risks cannot be adequately mitigated.
The scope of due diligence varies by
relationship type and risk level.
Training: At Bank of Georgia, mandatory
biennial ABCF training is required for all
employees, covering bribery risks, gift
policies and whistleblowing procedures. In
the last cycle, 100% of eligible employees
completed this training. At Ameriabank,
the HR department conducts planned
awareness campaigns every trimester
through internal channels, focusing on
ABCF principles, and communicates
the Gift Policy to new employees during
onboarding. In the reporting period, 88%
of Ameriabank’s frontline employees
participated in the ABC training.
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.
Effectiveness and results
In 2025, 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.
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Sustainability review continued
Information security
Recognising the growing global information security threats, we have made strong information security
a core pillar of our corporate strategy. We are committed to continuously and proactively strengthening
our defence systems to protect our customers, employees, and partners, and to uphold our role within
the nation’s critical infrastructure.
Commitment to
international standards
Our dedication to rigorous security
management is demonstrated by our
adherence to international standards.
Bank of Georgia successfully achieved ISO
27001 certification in 2025. Ameriabank
has maintained its ISO 27001 certification
since 2019, achieving a successful
recertification in January 2026, effective
from March 2026.
Information security management
system
A clear governance framework ensures
direct lines of accountability. At Bank of
Georgia, the Chief Information Security
Officer (CISO) reports to the Deputy CEO
for Data and Information Technology,
while Ameriabank’s CISO is accountable
to the Director of the Internal Control
department. Material incidents are
reported quarterly to the Risk Committee,
with periodic in-depth reviews for the
Board of Directors.
Proactive defence and
incident response
In 2025, our operations experienced no
significant negative impacts from security
events. We maintain a robust Information
Security Incident Response Policy and
conduct a range of annual security
assurance activities, including penetration
testing, breach and attack simulations,
DDoS attack simulations, and self-
assessments, to validate the effectiveness
of our defences.
Employee training
We view our workforce as a ‘human
firewall’ and invest in continuous training
to strengthen employee capabilities. In
2025, 100% of Bank of Georgia and 98%
of Ameriabank’s new hires completed
information security training. The
effectiveness of this training is regularly
measured through internal phishing
simulations to ensure our staff can identify
and respond to threats appropriately.
Information security metrics
Bank of Georgia Metrics Ameriabank
35 Cross-functional team of employees 27
64 Active professional certifications 10
4 Internal phishing campaigns conducted 3
98% Employees not deceived by a phishing campaign 95%
9 Independent internal audit engagements 7
1 Third-party penetration testing (external assurance) 1
2 Cybersecurity programme assessment (third-party/regulatory) 2
Throughout the reporting period, no
material data breaches were recorded.
This result reflects our consistent
commitment to maintaining robust data
security and protecting client information.
0
Material data breaches
0
Security breaches
Data privacy
Customer trust is fundamental to modern banking and rests on the assurance that personal data is
protected. At Lion Finance Group PLC, data privacy is a core element of our business strategy and is
essential to resilience, effective risk management and the delivery of innovative services.
Our privacy management framework
integrates the EU GDPR, the Georgian
Law on Personal Data Protection, and
international best practices, ensuring
consistent and accountable data
management. Unless otherwise stated,
this chapter outlines how Bank of Georgia’s
robust framework protects customer
data and reinforces the confidence they
place in us. By embedding a culture of data
responsibility from board-level governance
to ethical AI development, we support
sustainable growth while balancing
innovation with ethical data use.
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Our privacy governance framework
A strong and transparent governance structure is the foundation of our data privacy programme, ensuring clear lines of accountability.
Our framework distributes responsibility throughout the organisation while maintaining centralised oversight through a three lines of
defence model.
First line Business units are responsible for ownership of day-to-day privacy compliance and the implementation of policies and
procedures.
Second line The Privacy Office oversees compliance, supports business units, develops and maintains policies, and implements
training and awareness programmes.
Third line Internal Audit provides independent assurance on the effectiveness of privacy controls.
Our commitment to data protection
is driven from the top, with the Board
of Directors actively engaged through
quarterly reports to the Audit Committee
and an annual comprehensive privacy
programme review.
Responsible and ethical use of AI
Our strategy for leveraging AI to improve
services and efficiency is founded on a
commitment to responsible and ethical
governance. Every AI platform we deploy
must be secure, transparent and operate
in a manner that reinforces customer trust
and respects individual rights.
The cornerstone of our approach is the
comprehensive Generative AI (GenAI)
policy established in 2025, which looks to
ensures all applications of this technology
are safe and ethical. This policy governs all
aspects of AI deployment, aligning with
our established frameworks such as the
Bank’s Privacy Policy, Data Protection
Impact Assessment (DPIA) procedures,
and third-party risk management
standards.
AI systems undergo DPIAs prior to
implementation to ensure privacy, security,
and ethical standards are upheld. This
proactive risk assessment approach
enables potential issues to be identified
and addressed before deployment. In
2025, 100% of high-risk AI systems were
subject to enhanced assessment and
ongoing monitoring, supporting early risk
identification and mitigation.
Employee training and awareness
We focus on employee awareness and
training as a critical element of our data
protection programme. Our approach
includes e-learning modules successfully
completed by 100% of employees,
alongside specialised, interactive face-
to-face training sessions delivered to
130employees who handle high volumes
of sensitive data.
Data subject rights
The Bank has established robust
procedures enabling individuals to exercise
their data protection rights easily. These
procedures guide employees in accurately
identifying, registering and escalating
requests to the appropriate teams,
ensuring correct handling from the first
point of contact.
In 2025, no regulatory breaches related
to the exercise of data subject rights
were identified, demonstrating the
effectiveness of our procedures.
Customer protection
Customer centricity is a core value and a key driver of long-term trust and performance. We are
committed to treating customers fairly, transparently and responsibly at every stage of the customer
relationship, in line with the Group’s Code of Conduct and Ethics and Bank of Georgia’s Customer
Protection Standard and Ameriabank’s Service Quality Instruction.
We aim to ensure that customers are
informed, confident and protected when
making financial decisions by providing clear
information about our products, services
and available protection mechanisms.
Poor customer outcomes may arise from
unclear communication, delays in service
delivery, inadequate data protection, or
ineffective complaint handling, and we
actively work to prevent these risks.
Responsible customer treatment begins
with our people. All customer-facing
employees complete mandatory training
on ethical conduct, customer fairness, and
transparent communication. As of year-end
2025, 100% of Bank of Georgia’s and 99%
of Ameriabank’s new frontline hires had
completed this training, reinforcing a strong
culture of accountability and customer care.
Identified leaks, thefts,
or losses of data
0
Critical vendors
assessed
17
Complaints substantiated
and resolved
15
Privacy training
completion rate
100%
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Sustainability review continued
Product design and sales
Customer centricity is embedded
throughout the product lifecycle – from
design and approval to distribution and
ongoing monitoring. Our internal product
frameworks ensure that products are
aligned with customer needs, supported
by clear disclosures and compliant with
regulatory and ethical standards. In
2025, we further strengthened our focus
on customer experience by simplifying
processes and enhancing product clarity.
Customer complaints
and feedback
Customer feedback, including complaints,
is a critical input to our continuous
improvement. Complaints can be
submitted through multiple channels and
are handled in line with clear procedures
to ensure consistency, transparency
and fair outcomes. All incoming claims
are managed by the Customer Claims
Management and Support Centre at
Bank of Georgia and the Service Quality
Assurance team at Ameriabank.
We conduct regular root-cause analysis
of complaints to identify systemic issues
and drive process improvements.
Preventive actions and
service improvements
Preventing complaints is a key priority. In
2025, Bank of Georgia focused on reducing
recurring issues by:
• Digitalising routine service requests to
minimise branch visits and waiting times
• Expanding first-line authority to resolve
common requests immediately
• Strengthening fraud-prevention
measures, including proactive detection
and customer outreach
These actions contributed to a measurable
reduction in complaint volumes,
particularly in loans and fees.
At Ameriabank, improvements focused
on strengthening internal claims-handling
capabilities, reducing reliance on third
parties, and accelerating resolution times.
Ameriabank also introduced AI-powered
voice identification in 2025 – the first in
the Armenian market – improving security,
shortening call handling and enhancing
overall customer experience.
Continuous improvement
We continue to invest in digital tools
and data-driven approaches to improve
complaint handling, service speed, and
transparency. Insights from customer
feedback are systematically used to enhance
products, processes, and communication.
Our objective remains clear: to ensure that
every customer feels heard, treated fairly,
and supported strengthening trust and
long-term relationships.
Registered complaints by category
Bank of Georgia
Plastic cards Loans 32%
Loans 19%
Customer service 14%
Phishing 10%
Transactions 7%
Digital channel and service 6%
Money retained at the ATM 5%
Accounts, deposits 4%
Other 3%
Ameriabank
Chargeback/dispute 37%
Distance services 14%
Cards 14%
Service 11%
Process 7%
Loans 6%
Accounts 3%
Transfers 4%
Other 4%
Resolution outcomes
Bank of Georgia
In favour of the Bank 81%
In favour of the customer 17%
Consultation 2%
Ameriabank
1
Satisfied 62%
Refused 30%
Partially satisfied 8%
1 In accordance with the requirements of the Central Bank of Armenia, Ameriabank classifies claim resolutions based on the extent to which the client’s expectations are met. “Satisfied”
indicates that the resolution fully meets the client’s expectations, “Partially Satisfied” means the expectations are only partially met, and “Refused” indicates that the bank has declined the
requested resolution.
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Whistleblowing
To foster a culture where employees and other stakeholders feel secure in raising concerns, the
Group maintains confidential and anonymous whistleblowing channels. Bank of Georgia operates an
externally managed whistleblowing mechanism through NAVEX, while Ameriabank has an established
whistleblowing channel administered via Qualtrics. Our Whistleblowing Policy is a cornerstone of our
speak-up culture, allowing for the reporting of potentially unethical practices without fear of reprisal.
The Board holds ultimate responsibility
for the Whistleblowing Policy, with the
Audit Committee conducting quarterly
reviews of its operation. In recent years,
the whistleblowing platform has been
redesigned to improve its effectiveness,
efficiency and visibility. These enhancements
have led to a notable improvement in
reporting statistics with a greater focus on
potential breaches of the Code of Conduct
and Ethics or other policies.
Insights from whistleblowing and grievance
reports drive continuous improvement.
We conduct an annual review of trends
and investigation outcomes to enhance
our internal processes and the overall
effectiveness of the whistleblowing
framework. Our commitment to
transparency ensures all concerns are
heard and appropriately addressed,
which helps strengthen our organisational
culture and ethical standards.
The figures below are given for JSC Bank of Georgia standalone.
15
15
Reports received
Dissatisfaction with working
conditions 2
Breach of confidentiality 3
Unfavourable work
environment 6
1
Breach of code of conduct
ethics 4
Resolution outcomes
Substantiated 6
Unsubstantiated 9
Working with suppliers
As prominent financial institutions in Georgia and Armenia, we view our procurement practices as a
key means of promoting sustainability and supporting local economic development. We are committed
to maintaining a transparent and responsible supply chain, with a strong emphasis on supporting local
enterprises and fostering collaborative partnerships. Reflecting our dedication to strengthening national
economies, a substantial portion of our 2025 procurement budget was allocated to local suppliers.
Total spend on suppliers
Bank of Georgia
Local suppliers 83%
Other 17%
Ameriabank
Local suppliers 73%
Other 27%
Largest categories of suppliers by spend
Bank of Georgia
Professional services 24%
Banking products 5%
IT 20%
Rent 36%
Renovation 10%
Office supplies 5%
Ameriabank
IT 64%
Professional services 11%
Rent 14%
Banking products 6%
Office supplies 5%
1 One of these reports included six similar messages, pertaining to the same case.
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Lion Finance Group PLC Annual Report 2025
Supplier environmental & social
(E&S) due diligence
To ensure a responsible supply chain, Bank
of Georgia has implemented a robust
Environmental and Social (E&S) due
diligence process for its suppliers, guided
by our Supplier Code of Conduct. In 2025,
the Bank enhanced its risk management
capabilities by developing a standardised
set of due diligence documents to
systematise risk identification and
mitigation across its supply chain.
Our approach utilises a risk-based
classification system, categorising suppliers
into three tiers:
• Low-risk suppliers: Exempt from in-
depth E&S assessment but monitored
by operational teams to ensure ongoing
adherence to our Supplier Code of
Conduct.
• Medium-risk suppliers: Subject to
targeted E&S assessment. If deficiencies
are identified, a corrective action plan is
developed and monitored.
• High-risk suppliers: Undergo mandatory
comprehensive E&S due diligence review
annually, including on-site inspections.
In cases of significant non-compliance, a
formal action plan with strict deadlines
is required.
In 2025, Bank of Georgia conducted
detailed E&S assessments of 35 suppliers,
which revealed no significant risks.
Sustainability review continued
Operational environmental footprint
We are committed to systematically measuring, monitoring and reducing the direct environmental
footprint of our operations, arising from energy consumption, resource use, and waste generation.
While these operational emissions represent a relatively small share of our overall environmental impact
compared with our financed emissions, we view managing them carefully as an important part of our
sustainability efforts and our responsibility to contribute positively.
Energy consumption
and management
Our main environmental impacts
come from the energy needed for daily
operations, which generates greenhouse
gas emissions affecting climate change
and can harm community well-being. To
manage this, Bank of Georgia combines
preventive and corrective measures, such
as installing energy-efficient LED lighting,
upgrading equipment and optimising
HVAC systems to reduce energy demand.
In 2025, we introduced an after-hours
energy-saving practice, switching off non-
essential lighting during non-operational
hours, now implemented in over half of
our offices. Outside Tbilisi, 88% of the
electricity consumed by our regional
offices now comes from solar energy.
This initiative not only significantly reduces
our operational carbon footprint but also
supports Georgia’s transition to a low-
carbon economy.
Energy consumption overview
1
2022 2023 2024 2025
Bank of Georgia Bank of Georgia Bank of Georgia Ameriabank Bank of Georgia Ameriabank
Total energy consumption (kWh) 30,441,526 33,182,334 35,475,155 3,691,734 39,048,211 4,273,598
Floor area (m
2
) 96,849 106,232 112,591 16,075 153,343 22,908
Energy intensity ratio (kWh/m
2
) 314 312 315 230 255 187
Waste management
As part of its commitment to
environmental responsibility, Bank of
Georgia follows a structured framework
for waste management. Although non-
industrial operations generate a limited
amount of waste, we prioritise recycling
and safe disposal through partnerships
with certified third-party handlers who
ensure full compliance with national
standards. This approach covers all
waste streams:
• Recyclable waste: A comprehensive
segregation system in back-offices
ensures materials such as paper, glass
and plastic are separated for recycling.
• Hazardous waste: Batteries and
electronic waste are collected
separately and sent to specialised,
licensed recyclers.
• Non-recyclable waste: Materials that
cannot be recycled, including mixed
stationery and office supplies, are
sent to specialised enterprises for
safe disposal.
In 2025, our waste management initiatives
proved highly effective, diverting 85 tonnes
of waste from disposal through recycling.
We will continue to strengthen our waste
management practices to minimise
environmental impact and encourage
responsible use of materials.
1 To enhance the accuracy and comparability of our environmental reporting, certain data from prior years has been restated. This restatement is due to enhancements in our
data consolidation and calculation methodologies to ensureconsistency with current reporting standards.
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A responsible approach to tax
We manage our tax affairs responsibly across all operating jurisdictions. This means paying our fair
share of tax, ensuring our services are not used for tax avoidance, and adhering to both the letter and
spirit of tax laws.
Tax affairs are handled by local in-house
teams who implement appropriate policies
and controls. In the UK, we work with
experienced external advisors to ensure
compliance with UK requirements. Our
Board-approved Tax Strategy guides this
work.
We maintain professional and transparent
relationships with tax authorities and
participate in public policy discussions
through industry associations in Georgia
and Armenia. The Group’s profits are
taxed according to the rates applicable
in each jurisdiction, contributing to
the economic development of our
core markets. We also collect and pay
withholding and indirect taxes as required.
Taxes paid in the main jurisdictions during 2025
Profit tax
(GEL)
Other tax
(GEL)
Total tax
(GEL)
Armenia 105,825,346 99,259,731 205,085,077
Belarus 11,844,965 18,952,123 30,797,088
Georgia 231,976,870 208,653,173 440,630,043
UK – 3,572,665 3,572,665
Sustainable finance
Environmental and social risk management
Effective management of environmental and social (E&S) risks is crucial for a
resilient and responsible financial system. Recognising that these risks can impact
business viability and market stability, we have integrated E&S risk management
into the core of our lending practices at both Bank of Georgia and Ameriabank.
Environmental and Social Risk
Management System (ESMS) at Bank of
Georgia and Ameriabank facilitates the
systematic identification, assessment,
and monitoring of potential E&S risks
throughout the credit lifecycle. This
process is embedded in the underwriting
for business clients and includes early
client engagement, thorough project
evaluation, and the implementation of
mitigation measures.
To enhance our risk management
framework, Bank of Georgia has instituted
sector-specific E&S policies for high-risk
industries such as heavy industry, mining,
and agriculture. Concurrently, Ameriabank
has bolstered its approach by introducing a
supply chain risk management protocol for
solar power projects to better evaluate risks
associated with contractors and suppliers.
This approach is supported by strong
governance and clear accountability. The
ESMS is subject to regular review and
approval by the ESI Committee and the
Supervisory Board at Bank of Georgia, and
by the Management Board at Ameriabank.
In 2025, Ameriabank’s Management Board
approved a revised ESMS, incorporating
recommendations from internal audit and
IFIs, new elements such as an incident
reporting mechanism and a climate risk
assessment checklist.
At Bank of Georgia, the Supervisory
Board reviews E&S risk assessments for
all large credit requests, ensuring senior-
level oversight. By integrating these
considerations into our decision-making,
we mitigate financial and reputational
risks for the Bank and support our clients
in enhancing their own operational
sustainability. This disciplined approach
contributes to long-term value creation
and promotes positive environmental and
social outcomes.
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Lion Finance Group PLC Annual Report 2025
The E&S risk management frameworks at Bank of Georgia and Ameriabank are founded upon the following standards,
regulations and policies:
Bank of Georgia
1
2
3
4
5
6
7
IFC Performance Standards
EBRD Performance Requirements
Local environmental, climate, social, health and safety, and labour laws on regulations
Applicable international environmental, health and safety (EHS) conventions to which Georgia and Armenia are signatories
ESMS
International Labour Organization Core Labour
Standards
Sectoral E&S policies; heavy industry; mining; oil and gas;
waste; agriculture; forest resources; and biodiversity
Asian Development Bank’s Safeguard Policy Statement
FMO Sectorial Guidelines
Ameriabank
How ESMS is done
Environmental and Social Management
System (ESMS) at Bank of Georgia and
Ameriabank is implemented through a
clear, multi-step process:
• Screening: All proposed transactions are
first assessed against internal policies
and publicly available Exclusion Lists to
filter out prohibited activities. We do
not finance business activities that are
environmentally or socially sensitive,
non-compliant with our policies and
regulations, or included on the Exclusion
List. The list of Bank of Georgia’s
excluded activities is publicly available in
Annex 1 of the Bank’s Environmental and
Social Management System (ESMS).
Ameriabank’s list of excluded activities
is publicly available on Ameriabank’s
website.
• Risk categorisation: Eligible
transactions are then assigned an
E&S risk category. Bank of Georgia
uses Georgia’s Environment Permit
Code and the IFI’s Combined E&S Risk
Categorisation List, while Ameriabank
uses the EBRD’s categorisation list.
• Due diligence: A proportionate E&S
assessment is conducted based on the
risk category. This evaluates the client’s
activities against applicable laws and
international standards to establish
necessary mitigation and monitoring
requirements.
• Capacity building: In 2025, Bank of
Georgia and Ameriabank delivered
specialised E&S risk management
training to front-office staff and
loan officers to ensure consistent and
effective implementation of the ESMS
framework.
Bank of Georgia applies enhanced due
diligence and monitoring to specific high-
risk areas. For instance, IFC-triggered
transactions require clients to submit
annual Environmental and Social (E&S)
performance reports, supplemented by
the Bank’s own monitoring visits to ensure
risks are adequately addressed in line with
IFC Performance Standards. Furthermore,
our E&S due diligence process incorporates
a heightened assessment of labor risks,
including sexual exploitation, abuse, and
harassment (SEAH), with particular
attention given to the hospitality sector.
E&S risk categorisation
The charts to the right present the E&S
risk profile of the screened portfolios
at both Banks as at 31 December 2025.
Category A projects constituted 1.3% of
Bank of Georgia’s gross SME Banking and
Corporate and Investment Banking loan
portfolio, and 0.7% of Bank of Georgia’s
total gross loan portfolio. Ameriabank’s
Category A projects constituted 4.2% of the
Bank’s gross Corporate loan portfolio and
2.5% of the Bank’s total gross loan portfolio.
In addition, we engage with our customers
and provide information on relevant laws
and regulations during our E&S due diligence
processes. Our aim is to increase awareness
of E&S risks and impacts and support the
capacity building in these matters.
To support clients in strengthening their
environmental and social management
practices, Ameriabank has developed
specialised methodological guidelines
and a comprehensive E&S manual both
in Armenian and English.
These resources are aligned with IFC
Performance Standards and national
legislative requirements, serving as a
strategic toolkit to help clients successfully
integrate robust E&S systems into their
own operations.
Bank of Georgia
Low 53%
Medium 14%
High 32%
Category A 1%
Ameriabank
Low 38%
Medium 16%
High 42%
Category A 4%
Sustainability review continued
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Sustainable portfolio
Our sustainable portfolio, which integrates our green and social lending, is central to our business strategy.
Through this portfolio, we direct capital towards projects that support a greener, more resilient and
inclusive economy. By prioritising environmentally responsible investments and socially impactful initiatives,
we aim to create long-term value not only for our stakeholders but also for the broader community.
This approach reflects our commitment
to responsible finance and underpins the
way we conduct our business. As a leading
financial institution, we play an active
role in supporting the development of
the national economy and strengthening
local communities through our financing
activities. We continuously refine our
sustainability framework to align with
evolving international standards and
best practices, ensuring that our impact
remains measurable and meaningful.
Growth of Bank of Georgia’s green
lending is a key performance indicator
(KPI) for Executive Management. In
parallel, our social lending activities enable
us to support projects that promote
socioeconomic development across the
country. Together, these efforts reinforce
our commitment to sustainable finance
and position us as a key partner in driving
positive change.
Green Finance Framework
To integrate our sustainability goals into
day-to-day operations, we implemented
two key initiatives:
• Internal initiatives: We have introduced
programmes to empower our bankers
to proactively identify green financing
opportunities, further embedding
sustainability into lending decisions.
• Green Finance Framework (GFF):
Developed in 2024 and approved in
2025, the GFF formalised our approach
to green finance. It establishes clear
eligibility criteria, evaluation processes
and monitoring requirements for green
loans, ensuring transparency and
consistency.
As part of the Group’s GFF, we established
a Green Asset Pool to centralise the
management of green financing. This pool
consolidates the green portfolios of Bank
of Georgia, aligned with NBG and partner
IFI criteria, and Ameriabank’s, which has
aligned its practices with the Group’s GFF.
The Group’s GFF serves as the primary
standard for Ameriabank. It will be updated
to incorporate Armenia’s national green
taxonomy, introduced in 2025, ensuring
continued regulatory alignment and
transparent reporting across the Group.
Green Asset Pool (Dec-25)
GEL 1,991M
Renewable energy 58%
Green buildings 29%
Climate smart agriculture 5%
Green transport 4%
Other 4%
Green portfolio at
Bank of Georgia (Dec-25)
GEL 1,361M
Renewable energy 58%
Green buildings 28%
Climate smart agriculture 7%
Other 7%
Since 2022, Bank of Georgia has disclosed
and steadily expanded its Green Portfolio,
which includes all lending activities fully
aligned with the NBG Green Taxonomy.
Green portfolio dynamics at
Bank of Georgia (2022-2025)
GEL 503M
GEL 752M
GEL 1,024M
GEL 1,361M
2022
2023
2024
2025
In 2025, Bank of Georgia’s green portfolio
demonstrated strong growth, reaching
GEL 1,361 million by year-end. This
performance substantially surpassed the
initial target of GEL 1.2 billion and the
aspirational goal of GEL 1.3 billion.
This achievement marks a 32.8% year-on-
year increase, consequently elevating the
green portfolio’s share of the Bank’s gross
loan portfolio from 4.3% in 2024 to 4.9%
as of 31 December 2025.
Green portfolio at
Ameriabank (Dec-25)
GEL 310M
Solar power stations 70%
Small hydropower plant 16%
Electric vehicles 13%
Energy efficiency 1%
To enhance its sustainable finance
capabilities, Ameriabank adopted a new
Green Finance Framework (GFF) in 2025
for the systematic identification and
classification of green loans. Under this
framework, the Bank’s green loan portfolio
increased to GEL 310 million by year-end,
representing a 25.5% growth from GEL
247 million in 2024 and exceeding the
target of GEL 285 million. Looking ahead,
Ameriabank aims to expand the portfolio
to GEL 353 million in 2026.
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Lion Finance Group PLC Annual Report 2025
Sustainability review continued
Social portfolio at Bank of Georgia
Complementing its environmental focus,
Bank of Georgia’s Social Portfolio finances
projects with a positive social impact.
Established in 2024 based on the NBG’s
Social Taxonomy, the portfolio expanded
in 2025 by directing capital towards
essential services like finance, healthcare
and education for underserved groups.
This approach supports social inclusion
and aligns with the UN Sustainable
Development Goals (SDGs).
GEL 1,344M
Affordable basic infrastructure 56%
Financing and financial services 39%
Education, technology,
culture and fitness 4%
Healthcare and related
social services 1%
The social portfolio accounted for 4.9% of
Bank of Georgia’s standalone gross loan
portfolio at end-2025 (3.9% at end-2024)
and 8.7% of its business portfolio at end-
2025 (up from 6.8% at end-2024).
Climate-related financial disclosure
Climate change presents both risks and opportunities for people, companies and
the financial services sector. The Group recognises its role in addressing this global
challenge and initiated its climate action strategy in 2021.
The Group has considered its climate-
related reporting obligations and confirms
that its climate-related disclosures are
consistent with recommendations and
recommended disclosures of the Task
Force on Climate-related Financial
Disclosures (TCFD) within the UK Financial
Conduct Authority’s Listing Rules LR
6.6.6R(8) and sections 414CA and 414CB
of the UK Companies Act 2006.
This section has been prepared with
the intention of early preparedness and
future compliance with the International
Sustainability Standards Board’s (ISSB)
IFRS S2 Climate-related Disclosures, which
build on the Task Force on Climate-related
Financial Disclosures (TCFD) framework
by requiring more detailed and decision-
useful information. Although IFRS S2
is not yet mandatory for London-listed
companies, the Group continues to refer
to the disclosure guidance in IFRS S2 to
enhance transparency, anticipate future
regulatory developments, and align with
global best practice. The Group continues
to monitor the UK’s expected adoption of
IFRS Sustainability Disclosure Standards
through the UK Sustainability Reporting.
The Group has not applied IFRS S1
General Requirements for Disclosure
of Sustainabilityrelated Financial
Information in full. However, the
preparation of these climate-related
disclosures has been informed by relevant
concepts and principles set out in IFRS S1,
including fair presentation, materiality,
connected information, and consistency
with financial reporting. The Group is
progressing its broader alignment with
IFRS S1 and expects to further develop its
sustainability-related disclosures over time.
Fair presentation and materiality
These disclosures have been prepared
to achieve fair presentation. The Group
reports information that is material,
defined as information that 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 has conducted an ESG
materiality assessment (see the IFRS
Readiness section on page 69 for further
details). This assessment currently
forms the basis for identifying and
prioritising sustainability-related risks and
opportunities disclosed in this section.
The Group applies both quantitative and
qualitative criteria in determining the
materiality of climate-related risks and
opportunities.
Judgements, estimates and
uncertainties
The preparation of these disclosures involves
the use of significant judgement, particularly
in identifying material climate-related
topics, defining time horizons, and selecting
methodologies for climate scenario analysis
and emissions estimation. Where forward-
looking information is presented, including
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 in the relevant
sections of this report.
Scope and boundary
This report covers the Group and its
principal subsidiaries, JSC Bank of Georgia
and Ameriabank CJSC, which accounted
for 69.7% and 27.2% of the Group’s total
assets as at 31 December 2025, respectively.
Together, these entities represent the vast
majority of the Group’s operations and
therefore form the primary scope of the
Group’s climate-related disclosures. Other
subsidiaries are significantly smaller and
are not considered material in the context
of climate-related risks and opportunities;
however, their greenhouse gas (GHG)
emissions are included in the Group’s total
emissions figures to ensure completeness
of reporting.
Sources of guidance
This report has been prepared with
reference to IFRS S2 and informed
by complementary frameworks and
standards, including:
• TCFD
• UK Financial Conduct Authority’s
UK Listing Rules (UKLRs)
• UK Companies Act 2006 (sections
414CA and 414CB)
• Greenhouse Gas (GHG) Protocol
• Partnership for Carbon Accounting
Financials (PCAF) Standard for
financed emissions
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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 the Group’s
business model and financial performance.
Comparative information
Where prior-year information is available
and comparable, it is included to support
year-on-year analysis. Where data is
unavailable or newly introduced, current-
year figures are presented together with
explanations of the methodology.
Timing and frequency of reporting
These disclosures align with the Group’s
financial reporting calendar and are
provided annually. This report covers the
financial year ended 31 December 2025.
Statement of compliance
The Group confirms that its climate-
related disclosures are consistent with
the recommendations and recommended
disclosures of the Task Force on Climate-
related Financial Disclosures (TCFD), in
accordance with the UK Financial Conduct
Authority’s Listing Rules LR 6.6.6R(8).
These climate-related disclosures have
been prepared with reference to IFRS S2.
In preparing these disclosures, the Group
has applied relevant general requirements
of IFRS S1 that underpin IFRS S2, including
concepts relating to fair presentation,
materiality, connected information and
consistency with financial reporting.
Disclosures relating to sustainability-
related risks and opportunities other than
climate are not yet presented. The Group
continues to develop its sustainability-
related reporting capabilities and
expects to expand its reporting to
cover sustainability-related risks and
opportunities beyond climate in future
reporting periods.
IFRS S1 readiness
In 2025, the Group initiated steps
to enhance alignment with IFRS S1
requirements. This included beginning a
review of existing sustainability-related
processes and identifying areas for
further development to strengthen the
integration of sustainability-related risks
and opportunities into governance, risk
management and disclosure practices.
An ESG materiality reassessment was
conducted (see page 56), resulting in
the identification of fourteen material
ESG topics that underpin the Group’s
strategy, risk framework, and reporting
(for more information see our separate
Sustainability Report).
Looking ahead, the Group plans to
conduct a new Group-wide materiality
assessment, including Ameriabank, to
further strengthen alignment with IFRS
S1 and ensure consistent identification
and disclosure of material sustainability-
related matters affecting enterprise value.
Please refer to the separate Sustainability
Report for an overview of the identified
material topics, their descriptions and the
corresponding disclosures.
IFRS S2 cross-reference table
Pillar IFRS S2 recommended disclosures
Equivalent disclosure
under TCFD and CA 2006 Summary of progress Page
Governance
The Group’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.
• TCFD: Governance (a)
• CA 2006: section
414CB(2A)(a)
Sustainability responsibilities are
ultimately overseen by the Board. In
2025, the Group appointed Karine
Hirn as an Independent Non-executive
Director, who brings expertise in
responsible investment, sustainability
integration and emerging-market risk
assessment, strengthening climate
oversight at Board level.
71-74
b) Management’s role in the
governance processes, controls
and procedures used to monitor,
manage and oversee climate-
related risks and opportunities.
• TCFD: Governance (b)
• CA 2006: section
414CB(2A)(a)
At Bank of Georgia, climate matters
are overseen by the ESI Committee.
At Ameriabank, a dedicated Climate
Competence Center is under
development to enhance technical
expertise and governance of climate-
related risks.
74
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Lion Finance Group PLC Annual Report 2025
Sustainability review continued
Pillar IFRS S2 recommended disclosures
Equivalent disclosure
under TCFD and CA 2006 Summary of progress Page
Strategy
The Group’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.
• TCFD: Strategy (a)
• CA 2006: section
414CB(2A)(d)
Key climate-related risks and
opportunities were identified across
the Group that could reasonably affect
the business model, value chain and
long-term prospects.
76-78
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.
• TCFD: Strategy (b)
• CA 2006: section
414CB(2A)(e)
The Group is progressing the
development of its climate transition
plan to support strategic alignment.
79
c) Effects of climate-related risks
and opportunities on the entity’s
financial position, financial
performance and cash flow.
• TCFD: Strategy (b)
• CA 2006: section
414CB(2A)(e)
Climate stress testing was enhanced
in 2025; no material financial impacts
were identified.
80
d) The Group’s assessment of its
climate resilience.
• TCFD: Strategy (c)
• CA 2006: section
414CB(2A)(f)
Climate resilience was assessed
through scenario analysis and
evaluation of impacts on capital and
liquidity ratios, with no material effect
observed.
84-88
Risk
management
The Group’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.
• TCFD: Risk
Management (a)
• CA 2006: section
414CB(2A)(b)
The Group enhanced its materiality
assessment and strengthened
processes for identifying and managing
climate-related risks and opportunities.
81-88
b) The extent to which – and how
– the processes for identifying,
assessing, prioritising and
monitoring climate-related risks
and opportunities are integrated
into the Group’s overall risk
management process.
• TCFD: Risk
Management (c)
• CA 2006: section
414CB(2A)(c)
The Group progressively embeds
climate-related considerations into the
Enterprise Risk Management (ERM)
framework.
81-88
Metrics and
targets
The Group’s
performance
in relation to
its climate-
related risks and
opportunities
a) Scope 1, Scope 2 and Scope 3
greenhouse gas (GHG) emissions.
• TCFD: Metrics and
Targets (b)
• CA 2006: N/A
The Group discloses Scope 1, 2
and relevant Scope 3 emissions at
consolidated level. In 2025, Bank
of Georgia set its first operational
emissions reduction target.
89-90
b) Metrics used by the Group
to assess climate-related risks
and opportunities in line with its
strategy and risk management
processes.
• TCFD: Metrics and
Targets (a)
• CA 2006: section
414CB(2A)(h) although
we acknowledge
that this requirement
focusses more on the
application of KPIs
which we have detailed
in this report
Physical and transition risk-related
metrics, including exposures to carbon
related assets, as well as climate
opportunity metrics, such as green
portfolio volumes are monitored in
line with the Group’s strategy and risk
framework.
91
c) Climate-related targets
to monitor progress towards
achieving the Group’s strategic
goals.
• TCFD: Metrics and
Targets (c)
• CA 2006: section
414CB(2A)(g)
The Group monitors climate-
related targets, with further target
development planned as data quality
and coverage improve.
91-93
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Governance
Given the strategic importance of our sustainability ambitions in managing climate-related impacts and
broader societal issues, the Group has established a clear and robust governance structure that ensures
effective oversight, accountability and coordinated action.
Sustainability responsibilities are
ultimately overseen by the Board. Board
Committees also oversee areas and
interactions appropriate to their remit:
the Audit Committee reviews the quality
of climate data and disclosures; the Risk
Committee monitors climate change as
an emerging risk; and the Remuneration
Committee aligns executive incentives
with long-term sustainability objectives.
Within Bank of Georgia, at the
management level, climate-related risks
and opportunities are governed through
Bank of Georgia’s ESI Committee, which
oversees implementation of the Climate
Strategy and monitors progress under
the Climate Risk Management (CliRM)
Framework. The ESI Committee is
further supported by the cross-functional
Climate Working Group to coordinate
risk assessment and guide execution
across the Bank. This structure ensures
consistent, enterprise-wide management
of climate-related risks and opportunities,
supported by clear lines of responsibility
and strong functional collaboration.
Within Ameriabank, governance
arrangements are evolving as part of
the Group’s integration process. In 2025,
Ameriabank initiated the development of
a dedicated Sustainability and Climate
Competence (SCC) function, intended
to serve
1
as an advisory and coordination
1 The Sustainability and Climate Competence
Function at Ameriabank was initiated in 2025 and
is currently under development. It is expected to
become fully operational in 2026 as part of the
Bank’s strengthened ESG and climate governance
framework.
body supporting management in the
identification, assessment and monitoring
of sustainability and climate-related risks
and opportunities. The SCC function will
provide analytical input into strategic
and risk-related decision-making and
support the continued development of
sustainability governance capabilities and
disclosure processes.
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 the Executive Management’s
active involvement in assessing and
managing climate-related risks and
opportunities as detailed in the graph
below.
How the Group’s climate strategy is cascaded
Bank of Georgia Ameriabank
Sustainability and Climate
competence function
Environmental and Social
Impact Committee
Advisary and coordination
body to management on
ESG and climate.
Tracks climate strategy
and CliRM progress.
Enterprise Risk Management
Investor Relations
ESG and Sustainability
Operations
Credit Risk Management
CIB & SMEHR
Climate Working Group
Ensures the Board has the
expertise to manage ESG
risks and opportunities.
Nomination Committee
Group Board
Lion Finance Group PLC Board
Audit Committee
Remuneration
Committee
Risk Committee
Reviews quality of climate
data and disclosures.
Monitors climate change
as an emerging risk in the
loan portfolio.
Aligns executive incentives
with long-term
sustainability objectives.
Management Level Governance
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Board oversight
The Board of Directors integrates climate-related risks and opportunities into its overall governance and
oversight framework, ensuring that climate considerations are embedded across the Group’s strategy,
decision-making and risk Group’s management processes. Since 2022, the Board has taken an active role
in shaping and reviewing the Group’s climate agenda, with a specific focus on the robustness, credibility
and effectiveness of its approach to managing climate-related risks and capturing emerging opportunities:
Oversight of the
entity’s strategy
The Board holds overall responsibility for the Group’s ESG strategy and has retained primary oversight
responsibilities on environmental and social matters since December 2021.
In 2025, climate topics were discussed at quarterly Board meetings, focusing on global trends, regulatory
developments and emerging market practices to assess their relevance and potential strategic implications.
The Board also reviewed climate-related feedback from proxy reports to identify gaps against market
expectations and inform disclosure alignment.
Implementation of the Group’s sustainability strategy is supported through subsidiary-level governance
structures aligned with Group principles. Management committees within Bank of Georgia and Ameriabank
oversee execution at entity level, ensuring consistency with Group strategy while reflecting different stages
of sustainability governance maturity across subsidiaries.
The Board retains ultimate responsibility for overseeing the establishment of climate-related targets and
ensuring their alignment with the Group’s strategy and risk appetite. Since 2024, green loan portfolio targets
have been embedded in Bank of Georgia’s Executive Management KPIs and linked to remuneration. Additionally,
in 2025, Bank of Georgia set its first operational footprint reduction target. As part of its oversight, the Board
will receive annual updates on progress against the new target.
Climate performance at Bank of Georgia is further supported by the ESI Committee and Climate Working
Group, which provide analysis and recommendations to inform Board oversight.
Oversight of risk
management
processes
The Board approves Climate Risk Management Framework, which guides the identification, assessment,
and monitoring of climate-related risks. It also receives quarterly reports on the green portfolio to monitor
sustainable investments and alignment with climate objectives.
Oversight of
climate-related
policies
The Board is responsible for overseeing the Group’s key climate-related policies, including:
• Climate Risk Management Framework
• Environmental Policy
• Green Finance Framework
The Board ensures these policies are consistent, regularly updated and aligned with evolving regulatory
expectations and best practices.
Decisions on major
transactions
The Board, as part of the Group’s wider strategy, also considers climate-related risks and opportunities arising from
major transactions. In 2025, no major transactions were executed that required such assessment. Additionally, the
Board has responsibility for large credit decisions, which incorporate climate and ESG considerations.
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Governance and accountability structure
The Board’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.
The Board
Lion Finance Group PLC
The Board is responsible for ensuring the Group’s long-term success and sustainable value creation for shareholders.
It oversees operations to ensure they remain aligned with the Group’s strategic priorities and targets, and it also approves all
climate-related financial disclosures. The Board comprises all Directors and meets at least quarterly.
Risk
Committee
Audit
Committee
Remuneration
Committee
Nomination
Committee
Mandate/scope: Primary
responsibility for risk
management at the
Board level, including
overseeing climate change
as an emerging risk in the
Group’s loan portfolio.
Mandate/scope: 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.
Mandate/scope: Sets
climate-related targets
for the CEO and
considers how Executive
Management performs
against climate-related
objectives and targets.
Mandate/scope:
Responsibility for
succession planning and
recruitment of the Board.
Ensures the Board as a
whole has appropriate
ESG skills.
Membership: At least
three Independent Non-
executive Directors. The
CRO attends all meetings.
Other members of
Executive Management
attend as and when
required.
Membership: At least
three Independent
Non-executive Directors.
Attended by Internal Audit
and the External Auditor.
Attended by Executive
Management members
and senior managers as
and when required.
Membership: At least
three Independent Non-
executive Directors.
Membership: Majority of
the Committee should
be independent non-
executive directors
Meeting frequency: At
least four times a year.
Meeting frequency: At
least four times a year.
Meeting frequency: At
least twice a year.
Meeting frequency: At
least twice a year.
Key sustainability topics discussed at the Board Committee meetings in 2025
Topics discussed:
Considered climate
change as an emerging
risk, including its potential
implications for the
Group’s risk profile
and risk management
framework.
Topics discussed:
Reviewed climate-
related disclosures,
including TCFD-aligned
information, as part
of the FY2024 Annual
Report.
Topics discussed:
Reviewed ESG-related
KPIs for the CEO,
including the setting of
threshold, target, and
maximum performance
levels, cascading these
KPIs across senior
management, and
assessing performance
against these targets.
Topics discussed: After
identifying a need for
additional ESG expertise
via the skills matrix, the
Committee recruited
Karine Hirn as non-
executive director in April
2025, given her extensive
sustainability experience.
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Skills and competencies
The Board believes its members have the expertise to support the Group’s climate strategy.
In 2025, Karine Hirn joined as an Independent Non-executive Director and member of the Audit, Risk, and Nomination Committees.
With over 30 years of experience in financial services, including responsible investment and sustainability integration, she brings strong
expertise in emerging markets, ESG strategy, and climate risk oversight.
To further strengthen oversight, Board members completed dedicated climate training in 2025 focused on transition planning,
regulatory developments, and climate-related financial risks. Periodic climate training will continue to ensure the Board remains well
equipped to oversee climate strategy and emerging risks.
Management’s role
Executive management plays a central role in implementing the Group’s sustainability governance
framework and ensuring the effective integration of climate-related risks and opportunities into day-to-
day decision-making, risk management processes, and strategic execution across the Group. Management
is responsible for operationalising Board-approved strategies, policies and targets, and for maintaining
governance processes, controls and procedures that support monitoring, assessment and management of
sustainability-related risks and opportunities across subsidiaries.
In 2022, the Supervisory Board of Bank of Georgia
established a management-level Environmental and
Social Impact (ESI) Committee to embed climate and
sustainability considerations into day-to-day decision-
making. Chaired by the CEO and composed of Executive
Management and senior leaders, the Committee meets at
least twice a year to review progress and guide strategic
actions. The ESI Committee oversees the management
of climate risks and opportunities across lending and
operations, driving implementation of the Bank’s climate
strategy in line with Board-approved priorities and
regulatory expectations. It reports directly to the Board,
which receives regular updates on progress, key risks, and
emerging issues.
The Committee’s work is supported by the cross-functional
Climate Working Group, established in 2021. The Group
brings together representatives from the ESG and
Sustainability direction, Enterprise Risk Management, CIB
and SME Banking, Credit Risk Management, Operational
Support, Investor Relations and HR, ensuring coordinated
implementation across functions. Further details on the
roles and responsibilities of each body are provided in the
separate Sustainability Report.
In 2025, Ameriabank initiated the development of a
Sustainability and Climate Competence (SCC) function to
strengthen coordination, analytical support and integration
of sustainability into risk management and strategy.
Management activities currently focus on integrating
sustainability considerations into core processes, including
credit risk assessment, strategic planning and internal
monitoring, through existing risk management and decision-
making frameworks. These practices are informed by
materiality assessments, due diligence, and forward-looking
scenario analysis, supporting the progressive integration
of sustainability factors into business operations and risk
evaluation.
Management is responsible for establishing and monitoring climate-related targets and ensuring they align with strategic
objectives and regulatory requirements. Performance against selected indicators is tracked through governance structures and
tied to executive accountability frameworks, including incorporation into Executive Management KPIs.
Bank of Georgia Ameriabank
Performance targets
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Strategy
Climate materiality assessment
Climate-related risks and opportunities are integrated into the Group’s strategic planning, risk management
and decision-making processes as part of its broader ESG framework. The Group identifies, assesses
and monitors both physical and transition climate risks, while evaluating opportunities arising from the
transition toward a low-carbon economy.
Climate considerations are assessed
through defined time horizons and
integrated into strategic analysis to
support resilience, capital allocation
decisions and portfolio positioning.
Environmental risks are primarily assessed
through two interconnected channels:
physical risks and transition risks:
• Physical risks relate to potential adverse
impacts of climate change on assets,
infrastructure, operations, and the
broader economic environment in which
the Group and its clients operate.
• Transition risks reflect financial and
operational impacts associated with the
shift toward a lower-carbon economy.
To translate these risk dimensions into
actionable insights, the Group applies a
structured risk pathway methodology
for exposure mapping, complemented
by forward-looking scenario analysis.
This approach evaluates how key risk
drivers, including emissions exposure,
capital expenditure requirements and
revenue dynamics, may influence financial
outcomes under different transition
scenarios.
For a comprehensive overview of our
assessment of physical and transition
climate-related risks, please refer to the
Risk Management section on pages 84
to 87.
Time horizons considered
To ensure a consistent and forward-looking assessment of climate-related risks and opportunities, the Group
applies clearly defined time horizons aligned with its strategic planning, risk management and financial
decision-making processes. Climate-related risks and opportunities that are material to the Group’s five-year
financial planning horizon are classified as short-term. Medium-term impacts are those expected to arise
over the next five to fifteen years, while long-term impacts are anticipated beyond a fifteen-year timeframe:
Supports operational and tactical
decision-making, focusing on
emerging regulatory requirements,
evolving market expectations and
near-term climate impacts relevant
to portfolio management and
business activities.
Short term (2030)
Captures structural shifts in
economic and sector dynamics,
including the acceleration of
transition pathways, technological
adoption and broader climate-
related transformations affecting
clients and markets.
Medium term (2040)
Addresses long-term structural
risks and opportunities, including
chronic climate impacts and
broader climate trends that may
influence strategic positioning,
capital allocation and business
model resilience.
Long term (2050)
Climate-related risks and opportunities
Climate-related risks and opportunities are assessed as part of the Group’s integrated climate risk
management approach, with focus on potential impacts on the business model, portfolio performance, and
long-term strategic positioning across defined time horizons. The tables on the next page highlight potential
exposures and identify opportunities for the Group to enhance risk management and drive growth.
As Bank of Georgia and Ameriabank operate in different markets and have distinct portfolio compositions, client segments and sector
exposures, the materiality assessment may result in certain climate-related risks and opportunities being assigned different time
horizons for each entity. These differences reflect specific characteristics of each bank’s operating environment and the way climate-
related matters are expected to materialise across their respective portfolios.
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In the table below, BOG refers to Bank of Georgia and AMB refers to Ameriabank
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 its
value chain, as well as
other water-dependent
industries.
BOG:
Medium- to
long-term
AMB:
Short- to
medium-
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.
The Banks may need to adjust
risk models to account for sectors
vulnerable to water scarcity –
especially those in agriculture,
electricity, gas, steam and air
conditioning supply, construction,
wholesale and retail trade.
Heatwave Physical risk Risks arising from
extreme heat events,
leading to increased
energy consumption,
strain on cooling
systems, operational
disruptions, and
increased costs.
BOG:
Medium- to
long-term
AMB:
Medium- to
long-term
Limited direct impact
on Bank of Georgia’s
and Ameriabank’s
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, electricity, gas,
steam and air conditioning supply
and construction. The Banks will
need to account for these effects in
their risk management frameworks
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.
BOG:
Medium- to
long-term
AMB:
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.
BOG:
Medium-to
long-term
AMB:
Medium- to
long-term
Both Georgia and
Armenia lack carbon
pricing, so direct
emissions do not yet
significantly impact the
Banks’ operations.
While Georgia and Armenia lack
carbon markets, the implementation
of Carbon Border Adjustment
Mechanism (CBAM) in the
European Union from 2026 – a
policy that places a carbon price
on certain imported goods to
align them with the EU’s climate
standards – will increase costs for
sectors with high direct emissions,
particularly for companies exporting
emissions-intensive goods to the
EU. This creates credit risks for the
Banks 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 Banks’ credit
portfolio.
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Risk Type Description Term Current effects Anticipated effects
Indirect GHG
emissions
Transition
risk
Risks related to
emissions from a
company’s value chain
(Scope 3). This includes
up stream emissions
from sup pliers and
downstream emis sions
from products in use or
disposal. For a bank, this
risk is relevant primarily
through financed
emissions, as clients’
exposure to value-chain
emissions may translate
into higher transition risk
within the lending and
investment portfolio.
BOG:
Medium- to
long-term
AMB:
Medium- to
long=term
Limited immediate
impact, as most clients
do not yet track or
manage upstream
emissions from
suppliers.
As carbon regulation evolves,
including full implementation of
the Carbon Border Adjustment
Mechanism (CBAM) in 2026,
carbon-intensive sectors may face
higher compliance costs, supply-
chain pressures, and stronger
expectations to measure and reduce
Scope 3 emissions.
For the Banks, these risks may
arise through lending to high-
emitting clients. Such clients may
face margin pressure, weaker
profitability, liquidity strain,
operational disruption, or reduced
competitiveness, potentially
increasing credit risk, probability of
default, and non-performing loans.
Investments Transition
risk
Risks related to capital
expenditures required
to transition towards
more sustainable, low-
carbon technologies and
financial exposure linked
to green investments.
BOG:
Medium- to
long-term
AMB:
Medium- to
long-term
Clients may not yet be
fully aware of possible
transition risks due
to limited knowledge
of international and
national regulations.
CBAM and indirect carbon pricing
will heavily impact carbon intensive
sectors. Businesses will need to
reassess low-carbon investments
and significantly increase green
transition efforts. For the Banks,
this could increase credit risk, as
clients may face financial pressures,
strained cash flows, and regulatory
challenges, potentially leading to
debt repayment difficulties and
weaker credit profiles.
For a detailed assessment of inherent sector-based climate physical and transition risks, please refer to the heatmaps on pages 84 to 85.
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In the table below, BOG refers to Bank of Georgia and AMB refers to Ameriabank
Climate-related opportunities and business model effects
Risk Type Description Term Current effects Anticipated effects
Water-efficient
technologies
Physical
opportunity
Financing for water
efficient technologies
such as irrigation
systems, water recycling
solutions and flood-
resistant infrastructure,
especially in water
stressed sectors.
BOG:
Medium- to
long-term
AMB:
Short- to
medium-
term
Provides opportunities for
financing water efficient
solutions in agriculture and
manufacturing sectors.
Increased drought conditions
will create greater demand
for water saving investments.
The Banks can capitalise by
offering tailored green financing
solutions.
Energy-
efficient cooling
and renewable
energy
Physical
opportunity
Supporting investment
in cooling systems,
energy-efficient buildings
and renewable energy
solutions to combat
rising temperatures and
heatwaves.
BOG:
Short- to
medium-
term
2
AMB:
Medium- to
long-term
Heatwaves provide
immediate demand for
energy-efficient solutions
and cooling systems.
As heatwaves intensify, the
Banks can broaden their green
finance offerings through loans
for energy-efficient buildings
and renewable energy systems.
Flood resilience
infrastructure
Physical
opportunity
Financing flood resilience
projects, such as flood
barriers and resilient
building materials to
mitigate physical risks
from flooding.
BOG:
Medium- to
long-term
AMB:
Medium- to
long-term
Opportunities to finance
flood-resilient infrastructure
in high-risk regions, including
drainage systems, flood
defenses, and elevated roads
Increased flooding risks will lead
to long-term demand for flood
resilience projects, enabling the
Banks to support long-term
adaptation strategies for clients
in affected sectors.
Low-carbon
technologies
Transition
opportunity
Providing financing for
businesses investing in
low-carbon technologies
like renewables, energy
efficiency upgrades,
electrification of
transport and sustainable
farming practices.
BOG:
Short- to
medium-
term
AMB:
Short- to
medium-
term
Renewable energy
investments are progressing,
but adoption of broader
low-carbon solutions
(transport, efficiency,
sustainable farming) is still
limited, creating early entry
financing opportunities for
the Banks.
The rise of carbon pricing and
CBAM will drive demand for
green technologies, boosting
a market for green loans and
financing options.
Supply chain
decarbonisation
Transition
opportunity
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.
BOG:
Medium- to
long-term
AMB:
Medium- to
long-term
With ongoing pressure
for industries to address
indirect emissions, the
Banks can support clients in
decarbonising their supply
chains through tailored
financing solutions.
As CBAM regulations come
into full force, growing pressure
from global buyers on Scope 3
disclosure will increase demand
for financing cleaner supply
chains covering renewable energy
sourcing, supplier decarbonisation
and low-carbon logistics.
Assisting
clients with
transition plans
and low-carbon
investments
Transition
opportunity
Supporting clients in
developing transition
plans to decarbonise
in line with future
regulations, ensuring they
meet relevant regulatory
requirements on the
markets they operate in.
BOG:
Short- to
medium-
term
1
AMB:
Medium- to
long-term
While action on direct
emissions remains limited,
awareness is rising in
energy-intensive sectors.
This creates an opportunity
for the Banks to position
themselves as trusted
financing partners,
supporting clients in
developing transition
plans and offering tailored
advisory and financial
solutions.
Regulatory and market
pressures will boost demand
for transition finance, allowing
the Banks to support clients in
cutting emissions, improving
credit quality and strengthening
resilience.
For further details on our approach to climate-related opportunities, please refer to page 88.
2 Originally, the time horizon of opportunities was aligned directly with underlying risks. In practice, however, w observe a distinction between when risks are expected to
fully materialise and when related opportunities can be captured. Accordingly, we maintain a medium- to long-term horizon for risks, reflecting their gradual build-up and
crystallisation, while positioning opportunities on a short- to medium-term horizon. This is because (i) sustainable finance regulations are already incentivising climate-
aligned activities, and (ii) the Group has already made concrete investments in green products and capabilities. As a result, the potential to scale opportunities is expected to
materialise earlier, even though associated risks are anticipated primarily in the medium to long term.
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Our Climate Transition Plans
In 2025, we actively worked on developing the Group’s comprehensive Climate Transition Plan Framework.
This strategic initiative will establish a structured and forward-looking plan to support the Group’s
transition towards a low-carbon and climate-resilient business model.
The Plan draws on international guidance, including the Transition Plan Taskforce (TPT) framework, while being tailored to the
Georgian and Armenian market context, where climate-related regulatory requirements and transition finance frameworks are still at
an early stage. The Group’s Climate Transition Plan will serve as the primary strategic reference for climate-related action. The Plan is
expected to be approved and published in due course and will be reviewed annually and updated as needed to reflect evolving market
conditions, regulatory developments and progress achieved. We have organised our Transition Plan around four strategic pillars of
action. These pillars represent the core areas where the Group can drive long-term climate impact across risk management, financing,
direct and indirect processes and client engagement. More information on each pillar can be found in our separate Sustainability
Report.
Figure 1: Our Climate Transition Plan Framework
Monitoring and managing climate
risks in the client base
Collecting data, raising client
awareness, and devloping an
approach to engage with high-
risk clients.
Supporting a low-carbon resilient
economy
Providing financing and solutions
to clients and reducing the
hurdles for climate finance.
We commit to ensuring our actions support the climate-related goals of Georgia and Armenia, including
those outlined in each country’s NDC.
Decarbonising our business model
Enhancing monitoring and
implementing reduction
measures across our operations
and lending portfolio.
Our ambition
Our commitments
Our pillars
of action
Accountability
Climate risk management Sustainable finance
Operational and portfolio
decarbonisation
Stakeholder engagment
Skills, competence, and training
Our climate mitigation and adaptation efforts
Direct operations
Although the Group’s direct footprint is
modest compared to its financed impact,
we are committed to reducing operational
emissions and strengthening our resilience.
At Bank of Georgia, mitigation efforts
focus on energy efficiency, renewable
energy integration and improved waste
management. As at 31 December 2025,
88% of electricity consumed across
regional offices was sourced from solar
energy. Additionally, in 2025, Bank of
Georgia set its first Scope 1 and Scope
2 emissions reduction target, supported
by increased renewable electricity
use, targeted efficiency measures and
ongoing emissions monitoring (please
see more information on targets on
page 91). Ameriabank has established a
framework to measure Scope 1, Scope 2,
and relevant Scope 3 emissions, forming
the basis for future reduction targets and
its operational decarbonisation pathway.
Both Banks also continue to strengthen
climate awareness and preparedness
across their workforce.
Indirect operations
The Group’s largest climate impact arises
through its lending activities. We support
clients’ transition through green finance,
prioritising high-emission and climate-
sensitive sectors, while helping address
barriers such as data gaps, financing
constraints, and limited technical capacity.
In 2025, based on financed emissions
and climate risk exposure, Bank of
Georgia identified priority sectors: power
generation, iron and steel, cement,
and transport. Client engagement in
these sectors will focus on supporting
energy efficiency, renewable energy
adoption, and cleaner technologies.
While sector-wide adaptation guidance
remains limited, we continue to monitor
regulatory developments and raise client
awareness of physical and transition risks.
Ameriabank is integrating climate risks
into credit and portfolio management
and deepening engagement in emissions-
intensive sectors to support climate-
aligned and resilient investments.
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Stress testing and resilience of our business model
The Group applies climate stress testing within its broader climate risk management framework to assess
resilience under forward-looking physical and transition risk scenarios. These exercises inform strategic
planning, risk management and capital assessment across defined time horizons. The approach combines
scenario analysis with targeted portfolio assessments, focusing on climate-sensitive sectors. While core
principles are aligned at Group level, implementation differs between Bank of Georgia and Ameriabank,
reflecting variations in portfolio structure, data availability and methodological maturity.
Bank of Georgia:
In 2025, Bank of Georgia implemented
a forward-looking climate stress
testing framework covering physical
and transition risks. Risks are assessed
independently, focusing on the most
materially exposed sectors. Physical risks
are assessed under the assumption that
the given hazard would occur across all
regions of Georgia. Transition risks are
assessed under different climate scenarios
reflecting potential changes in emissions-
related policies. Probabilities are assigned
to each scenario based on current trends,
and impacts are evaluated at the client
level, focusing on those most exposed to
the transition risk.
Physical risk methodology and results:
Physical risk stress testing evaluates
exposure to acute and chronic hazards
that may adversely affect borrowers’
creditworthiness and negatively impact
the Bank’s financial position. This includes
drought, heat, flooding, wildfire, and
landslides. Based on the physical risk
heatmap (please refer to physical risk
heatmap on page 84), drought was
identified as the most material risk in
2025. The scenario assumed a drought
event occurring simultaneously across all
regions of Georgia. The analysis applied
a top-down approach, focusing on the
agricultural portfolio further segmented
into sub-sector, to model potential
deterioration in borrower creditworthiness
and the resulting additional Expected
Credit Loss (ECL) provision. The stress test
was conducted incorporating the adverse
impact of the drought on collateral values.
To assess the resilience of the Bank’s
financial position, the outcomes of the
climate stress test were translated into
impacts on regulatory capital and liquidity
ratios under the physical risk scenario. The
resulting impacts on capital and liquidity
ratios were limited and immaterial,
indicating resilience under the assessed
scenario.
Transition risk methodology and results:
Transition risk stress testing evaluates the
potential impact of climate-related policy
changes on the Bank’s position, with a
particular focus on the potential effect of
introduction of a carbon tax in Georgia.
Client-level stress testing targeted
high-emitting borrowers under three
scenarios: Net Zero Transition, Delayed
Transition, and Current Policies, each
assigned probability weights, with greater
weight given to less ambitious transition
pathways.
The stress test evaluated how changes
in carbon-related policies could affect
the financial performance of the most
exposed group of clients, with the
resulting deterioration in creditworthiness
translated into additional Expected
Credit Loss (ECL) provisions. A weighted-
average impact across scenarios was then
calculated to estimate the potential effect
on the Bank’s position.
Impacts were translated into additional
ECL provisions and assessed against
capital and liquidity ratios. Results showed
limited and immaterial financial impact,
confirming resilience under the assessed
transition scenarios and horizon.
Ameriabank:
In 2025, Ameriabank conducted its first
exploratory top-down climate stress test
to assess potential physical and transition
risk impacts on its loan portfolio. Due to
data limitations, the exercise relied on
assumptions and proxies. Results indicated
limited or no material short- to medium-
term credit risk impact; however, findings
are considered directional and not yet
embedded into the formal risk framework.
The Bank plans to refine and repeat
the exercise using improved bottom-up
data, greater sectoral differentiation,
and stronger client-level analysis. As
methodologies mature, results may
inform adjustments to risk management,
portfolio steering, client engagement, and
capital planning. Over time, climate stress
testing is expected to become a core
forward-looking input into Ameriabank’s
strategy.
Business planning and adaptation to climate risks and opportunities
Business planning across the Group integrates climate-related risks and opportunities into strategy and
risk management processes to support long-term resilience. Forward-looking analysis is used to identify
sector-specific risk hotspots and emerging opportunities.
A consistent methodology is applied
across entities, combining enhanced due
diligence, sector analysis, and structured
scorecards, while reflecting differences in
maturity. In 2026, Bank of Georgia plans
to expand climate-adjusted due diligence
to borrowers with exposures above GEL 1
million and introduce climate scorecards
for priority sectors, generating Transition
Risk (TR) and Physical Risk (PR) scores to
support a high-level assessment of climate
risks, guiding engagement priorities and
informing discussions on potential support.
Ameriabank is applying the same
framework, with calibration and
thresholds under development as
integration progresses. Over time,
these tools will support more structured
portfolio alignment, capital allocation,
and development of climate-aligned
financing solutions, alongside continued
strengthening of internal climate-related
capabilities.
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Risk management
Embedding climate risks into ERM
Across the Group, climate-related risks are progressively embedded into the Enterprise Risk Management
(ERM) framework, ensuring structured identification, assessment and monitoring alongside traditional risk
categories (credit, market, operational, liquidity, and reputational).
The Group applies a unified Climate Risk Management (CIRM) framework, combining qualitative materiality insights with quantitative
tools such as scenario analysis, stress testing and climate risk heatmaps informed by NGFS and IPCC pathways. At Bank of Georgia,
the CIRM framework is more fully operationalised, enabling annual portfolio-level monitoring of climate-sensitive exposures. At
Ameriabank, implementation is at an earlier stage, with ongoing efforts to strengthen methodologies, improve data availability and
align practices with the Group-wide ERM approach. This evolving framework enhances resilience to both near-term disruptions and
long-term transition risks.
The table below illustrates the current operational implementation of climate risk integration within ERM, reflecting practices currently
embedded at Bank of Georgia and serving as a reference for the ongoing rollout across the Group.
Climate risks integrated within ERM
Drivers key
Transition: Policy and legal Transition: Technology Transition: Market Physical: Acute Physical: Chronic
Risk score
2040
Principal risk Risk description Drivers Potential effects Management
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 Heatmaps
on pages 84 to 85). 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 91) 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 the next
page)
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 longterm
climate risks for a
subset of clients,
informing policy
adjustments, and
guiding further actions
as needed.
Low Medium Medium/
High
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Risk score
2040
Principal risk Risk description Drivers Potential effects Management
Net
Zero
Delayed
Transition
Current
Policies
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
shocks 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
Notes on methodology:
In 2025, 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
Likelihood
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.
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Climate Risk Management Framework
In 2025, Bank of Georgia enhanced its approach through more refined methodologies and advanced quantitative analysis, leading
to approval of an updated CliRM framework. The framework systematically addresses physical and transition risks across the credit
lifecycle, embedding climate considerations into risk management, lending, and strategic decision-making.
Ameriabank adapted and contextualised Bank of Georgia’s approach to reflect the specific characteristics of its business model and
portfolio. While the underlying methods and structure remain aligned, the approach was adjusted to account for data availability
constraints, including the use of proxies and top-down assumptions where client-level information was limited. Its Climate Risk
Management framework, aligned with Group principles, is scheduled for approval in 2026 and will be implemented in phases to
progressively strengthen climate risk integration within credit and strategic processes.
Figure 4: Group’s Climate Risk Management Framework
Risk identification
• Identificiation of risk drivers
• Scenario analysis
• Materiality assessment
• Exposure analysis
Risk monitoring
• Climate risk appetite
• Internal reporting
• Climate dashboard
2
1
Risk assessment
• Climate scorecards
• Portfolio alignment
• Climate stress test
Risk management
• Climate adjusted due diligence
• Engagement with counterparties
• Green finance offers
34
Risk identification
Materiality assessment lies at the core of our climate risk identification process. 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 impact of specific climate risks
under various scenarios. To evaluate risks under different climate pathways, we leverage globally recognised frameworks such as NGFS
and CMIP6.
NGFS
• Net Zero 2050 – Early, ambitious
transition; low physical risk; high
transition cost
• Delayed Transition – Policies
delayed until 2030; higher
transition and moderate physical
risks
• Current Policies – Only existing
policies persist; severe physical
risks
CMIP6
• SSP1-2.6 – Sustainable pathway
with early and ambitious climate
policy; lower physical risks; higher
transition requirements
• SSP2-4.5 – Middle-of-the-road
world with uneven policy adoption
and moderate physical and
transition risks
• SSP5-8.5 – Fossil-fuel-intensive,
high-emission pathway resulting
in severe physical risks
The table below links IPCC technical definitions to NGFS scenario names and their financial interpretations:
Illustrative mapping
Temperature target IPCC technical scenario name NGFS scenario name Transition risk scenario
~ +1.5°C SSP1 RCP2.6 Orderly Net Zero 2050
~ +2.0°C SSP2 RCP4.5 Disorderly Delayed Transition
~ +3.0°C SSP5 RCP8.5 Hot-house world Current Policies
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Our heatmaps for assessing inherent sector-based climate risk exposure
Hazard and risk types
H Heatwave D Drought P Precipitation F Flood W Wildfire L Landslide DE Direct Emissions IDE Indirect Emissions I Investments R Revenues
Bank of Georgia’s 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
High
Medium Low
Ameriabank’s 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
High
Medium Low
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Bank of Georgia’s 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
High
Medium Low
Ameriabank’s 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
High
Medium Low
Exposure against climate risks
We assessed our portfolio’s exposure to physical and transition risks as at 31 December 2025, focusing on a medium-term horizon
(2040) aligned with current loan maturities.
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Bank of Georgia’s exposure against climate risks across 3 scenarios (mid-term)
% of asset exposure to physical risks across three scenarios (2040)
% of asset exposure to transition risks across three scenarios (2040)
0.01%
0.00%
0.00%
Landslide
0.23%
0.61%
0.07%
Investments
0.00%
0.00%
0.00%
Wildfire
0.01%
0.02%
0.01%
Revenues
0.75%
0.61%
0.49%
Flood
0.67%
2.81%
0.03%
Indirect
emissions
0.00%
0.00%
0.00%
Precipitation
0.44%
2.16%
0.02%
Direct
emissions
4.43%
6.02%
6.09%
Drought
0.70%
0.98%
1.13%
Heatwave
SSP5-8.5 (2050)
Delayed Transition (2050)
SSP5-8.5 (2040)
Delayed Transition (2040)
SSP5-8.5 (2030) Delayed Transition (2030)
Ameriabank’s exposure against climate risks across 3 scenarios (mid-term)
% of asset exposure to physical risks across three scenarios (2040)
% of asset exposure to transition risks across three scenarios (2040)
0.52%
0.52%
0.48%
Landslide
1.28%
2.89%
0.07%
Investments
0.08%
0.08%
0.08%
Wildfire
0.44%
1.08%
1.21%
Revenues
0.65%
0.81%
0.73%
Flood
2.00%
2.70%
0.32%
Indirect
emissions
0.01%
0.02%
0.00%
Precipitation
0.23%
0.30%
0.04%
Direct
emissions
3.64%
3.95%
3.36%
Drought
2.08%
2.22%
2.23%
Heatwave
SSP5-8.5 (2050)
Delayed Transition (2050)
SSP5-8.5 (2040)
Delayed Transition (2040)
SSP5-8.5 (2030) Delayed Transition (2030)
The findings indicate that Bank of Georgia’s portfolio is primarily exposed to drought, with the highest exposure under SSP5-8.5,
followed by heatwaves and floods. For transition risks, the greatest exposures arise from indirect (IDE) and direct emissions (DE)
under the Delayed Transition scenario, reflecting abrupt policy shifts and rising carbon costs. Exposure is moderate under Net Zero
(gradual transition) and limited under Current Policy (no significant policy change). Similarly, Ameriabank’s portfolio is most exposed
to drought, with peak exposure under SSP2-4.5, followed by heatwaves and floods. For transition risks, the highest exposures relate to
investments (I) and indirect emissions (IDE) under the Delayed Transition scenario, with moderate exposure under Net Zero and limited
exposure under Current Policy.
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 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 Risk Factor Pathway (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 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.
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Detailed analysis of the exposures in a given scenario
To assess how climate risks may evolve over time at Group level, the most relevant scenarios – based on the initial exposure screening –
were selected for deeper analysis.
For Bank of Georgia, SSP5-8.5 was selected for physical risks and Delayed Transition for transition risks, assessed across the short-
(2030), medium- (2040) and long-term (2050) horizons. Results indicate that physical risks remain limited in the near-term but
increase significantly over the longer term, driven primarily by drought and heatwaves. Under Delayed Transition scenario, transition
risks rise sharply in the long term due to stricter policies to meet the 2050 target, with minimal short-term impacts.
Bank of Georgia’s exposure over short-, mid- and long-term for SSP5-8.5 and Delayed Transition scenario
% 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
0.00%
0.00%
0.00%
Landslide
0.00%
1.21%
2.72%
Investments
0.00%
0.00%
0.00%
Wildfire
0.26%
0.03%
0.35%
Revenues
0.36%
0.49%
0.70%
Flood
0.06%
3.93%
9.04%
Indirect
emissions
0.00%
0.00%
0.00%
Precipitation
0.05%
3.25%
7.48%
Direct
emissions
3.03%
6.09%
8.55%
Drought
0.3 9%
1.13%
2.19%
Heatwave
SSP5-8.5 (2050)
Delayed Transition (2050)
SSP5-8.5 (2040)
Delayed Transition (2040)
SSP5-8.5 (2030) Delayed Transition (2030)
Ameriabank’s exposure over short-, mid- and long-term for SSP2-4.5 and Delayed Transition scenario
Selected scenarios for Selected scenarios for Ameriabank are SSP2-4.5, for physical risks, and Delayed Transition, for transition risks
to be evaluated across short-(2030), mid-(2040) and long-term (2050). For physical risks, near-term physical risks remain relatively
limited while risks increase significantly over the longer term, driven primarily by drought and heatwaves. For transition risks, the
Delayed Transition scenario indicates a sharp rise in exposure to I and IDE RFPs over the long term due to strict transition policies and
technological advancements needed to achieve 2050 target, with minimal impacts observed in the short term.
% 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
0.47%
0.52%
0.53%
Landslide
0.05%
2.89%
8.38%
Investments
0.08%
0.08%
0.08%
Wildfire
0.10%
1.08%
2.40%
Revenues
0.75%
0.81%
0.74%
Flood
0.05%
2.70%
5.8 8%
Indirect
emissions
0.01%
0.02%
0.01%
Precipitation
0.01%
0.30%
0.66%
Direct
emissions
3.81%
3.95%
5.51%
Drought
1.44%
2.22%
2.94%
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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Our detailed analysis clearly demonstrates that long-term physical and transition risks are unavoidable. As a result, the Group will
further strengthen its climate risk management practices, using insights from this analysis to enhance risk identification, portfolio
monitoring and client engagement practices. By developing these risk assessment capabilities today, we aim to support both our
own and our clients’ long-term resilience while positioning ourselves ahead of evolving regulatory and market developments.
Risk assessment
The Group uses climate stress testing as a core tool to assess the financial impacts of physical and transition risks under forward-
looking scenarios. As detailed on page 80, climate stress testing provides key insights into the potential impacts of physical and
transition risks on financial performance under a range of forward-looking scenarios.
In 2025, Bank of Georgia enhanced its climate stress testing capabilities, embedding results into strategic and risk management
decisions. Looking ahead, the Bank will continue exploring portfolio alignment and decarbonisation pathways in material sectors,
including power generation, iron and steel, automotive, and cement.
In parallel, Ameriabank conducted its first top-down climate stress test in 2025 and plans to progressively strengthen its capabilities,
including developing bottom-up approaches aligned with the Group framework as data availability improves.
Risk management
The Group’s robust climate risk management approach relies on a structured climate due diligence process, enabling us to identify and
assess material physical and transition risks at loan origination and renewal.
In 2025, Bank of Georgia 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.
For Ameriabank, the focus in 2026 will be to align with the Group’s climate risk management approach by developing and embedding
a structured climate due diligence process within credit origination, renewal and monitoring. This will include integrating physical
and transition risk screening into existing workflows, defining escalation triggers and decision criteria, and strengthening data and
documentation requirements to support consistent application across relevant portfolios.
More information on updated due diligence can be found in our separate Sustainability Report.
Risk monitoring
At Group level, we are strengthening our climate risk monitoring framework by prioritising carbon-intensive and climate-sensitive
sectors and enhancing data-driven portfolio analysis.
Following the climate materiality assessment, Bank of Georgia identified power generation, transportation, iron & steel, and cement
as priority sectors due to their exposure to transition and physical risks. In 2025, we began developing sector-specific Key Risk
Indicators (KRIs), engaging clients to collect activity data and estimate emissions intensities, benchmarked against credible transition
pathways such as the IEA B2DS. This work supports assessment of portfolio alignment and transition gaps, although progress remains
constrained by limited mandatory climate data disclosure in Georgia.
Looking ahead, we aim to strengthen structured client engagement, integrate climate-related data requests into credit processes, and
enhance internal methodologies. As the regulatory framework evolves, we will reassess the feasibility of portfolio-level alignment or
intensity targets.
At Ameriabank, climate risk monitoring is at an earlier stage. Following its materiality assessment and initial financed emissions
analysis, mining, transport, and building management were identified as priority sectors. Current efforts focus on improving data
collection, developing sector-specific indicators, and progressively introducing emissions-intensity and transition risk metrics aligned
with the Group’s framework.
Climate opportunity approach
Our approach to climate-related opportunities is governed by the Green Finance Framework (GFF), which
provides a structured process for identifying, assessing, and monitoring environmentally sustainable
financing opportunities.
Under the GFF, Bank of Georgia has developed an Opportunity Screening Tool that scans the market for new green entry points
and assesses the greening potential of existing clients. This enables the Bank to identify high-impact opportunities and prioritise the
development of suitable green financial products.
The GFF comprises four key pillars that guide the allocation of funds toward environmentally sustainable initiatives while ensuring
transparency and accountability:
Use of proceeds
Green loan evaluation
and selection
Management
of proceeds
Reporting
More information on GGF and relevant metrics can be found in our separate Sustainability Report.
Sustainability review continued
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Metrics and targets
Climate-related metrics
Although the Group’s direct footprint is modest compared to its impact through lending activities, we
remain committed to leading by example. We systematically measure and manage emissions across our
operations while implementing targeted actions to reduce them. At the same time, our greatest impact
lies within our lending portfolio. By strengthening financed emissions measurement, enhancing client data
collection, prioritising high-emission sectors, and scaling climate-aligned lending, we aim to progressively
reduce portfolio carbon intensity and support clients in adopting cleaner technologies and credible
transition pathways.
To measure and manage our greenhouse gas emissions, we follow 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), which identifies three scopes of emissions.
• Scope 1 represents direct emissions we create.
• Scope 2 represents indirect emissions resulting from the use of electricity and energy to run a business.
• Scope 3 represents indirect emissions attributed to upstream and downstream activities. Our upstream activities include business
travel and emissions from our supply chain including transport, distribution and waste. Our downstream activities include those
related to investments, including financed emissions.
Our GHG emissions
The below data covers the Group, including emissions from ten subsidiaries of Lion Finance Group PLC (Bank of Georgia, BNB Bank,
Georgian Leasing Company, Georgian Card, Ameriabank, Bank of Georgia Representative Office UK Limited, BGEO Group Limted,
Bank of Georgia Group Limited, Galt & Taggart and Digital Area). Three of Lion Finance Group PLC’s subsidiaries as at 31 December
2025 are UK-based: (1) BGEO Group Limited; (2) Bank of Georgia Representative Office UK Limited; and (3) Bank of Georgia Group
Limited. These three subsidiaries, together with Lion Finance Group PLC itself, represent the Group’s limited presence in the UK and
use a small shared leased office space in the UK. Accordingly, the total annual energy consumption for our UK businesses, all of which is
electricity, was 6.6 MWh for 2025 and 4.8 MWh for 2024. Accordingly, as the Group consumed less than 40,000 kWh of energy during
the financial year in the UK, in line with para 15(5)(a), Part 7, Sch 7 LMCGAR 2008, the Group’s energy and carbon emissions data does
not specifically call out energy consumed in the UK. For information on energy efficiency actions taken by the Group, please refer to
page 64. Energy consumption is already de minimis in the UK given we occupy one room of a leased office. While no energy efficiencies
were explicitly identified for our UK companies, the landlord has sustainability policies and has a net zero carbon route map.
Easier to influence Partially influenceable Harder to influence 2023 2024 2025
tCO
2
Scope 1 and Scope 2 operational emissions
Scope 1 2,311.72 3,119.21 4,216.29
Scope 2 (location-based) 2,572.41 3,523.47 4,045.41
Total Scope 1 and Scope 2 (location-based) 4,468.22 6,642.69 8,261.70
Scope 3 operational emissions categories relevant to Lion Finance Group
1. Purchased goods and services 4,463.30 6,936.51 8,092.05
2. Capital goods – – 740.90
3. Fuel- and energy-related activities 1,014.65 1,022.52 1,543.15
4. Upstream transportation and distribution – 52.73 14.47
5. Waste and water 41.11 106.50 110.39
6. Business travel 930.17 939.33 868.43
7. Employee commuting 973.30 1,188.83 1,359.05
8. Leased assets (upstream) – – –
Total Scope 3 operational emissions categories 7,422 . 54 10,409.33 12,552.64
Total Scope 1 + Scope 2 + Scope 3 11,890.76 17,052 .02 19,655.36
Scope 3 category 15: Estimated financed emissions of Group*
15. Estimated financed emissions: Lending N/A** N/A** 5,385,952
Total Scope 3 category 15: Estimated financed emissions of Group N/A** N/A** 5,385,952
* Includes Bank of Georgia and Ameriabank only.
** In 2023 and 2024, Bank of Georgia’s financed emissions were estimated using a bottom-up methodology, with results disclosed in the respective Annual Reports. In 2025,
the Group transitioned to a top-down approach for financed emissions calculation.
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At Bank of Georgia, tCO
2
e per employee (Scope 1 & 2) was 0.73 in 2025, compared to 0.65 in 2024. In 2025, Bank of Georgia set its first
operational emissions reduction target: a 25% reduction in Scope 1 and 2 emissions intensity per employee by 2030, relative to the 2025
baseline.
Our operational footprint
Since 2012, the Group has reported GHG emissions and energy use in compliance with the Companies Act 2006 and related
regulations. For the 2025 reporting year, our greenhouse gas (GHG) emissions inventory has been calculated using the most recent
data available from the UK Department for Environment, Food & Rural Affairs (DEFRA). The “Greenhouse gas reporting: conversion
factors 2025” have been applied to all relevant activities from this year forward. The use of these annually updated factors ensures our
reporting reflects the latest scientific understanding and changes in the carbon intensity of the energy grids and other sources.
While we continue to prioritise the reduction of our environmental footprint, total operational emissions (Scope 1 and 2) increased
by 24% in 2025. This increase is primarily attributable to organisational growth across the Group. Furthermore, at Bank of Georgia,
cash collection operations, which were outsourced in the previous reporting period, were brought fully in-house in 2025. As a result,
the associated fuel consumption is now accounted for directly by the Bank. This led to a 34% increase in the Group’s reported Scope 1
emissions, driven significantly by the growth in the “Mobile combustion of vehicles” category.
Further details on the emissions calculation methodology are provided in the separate Sustainability Report.
Statement on assurance provider
We are pleased to report that the GHG Statement, which reported total emissions of 20,990.14 tonnes of CO₂ equivalent, was
audited for the second time in 2025, by Moore abc, an internationally recognised audit firm. The assurance engagement was
conducted in accordance with ISAE 3410 and provided limited assurance over the Group’s GHG emissions, including Scope 1,
Scope 2 and Scope 3 emissions (excluding financed emissions) for the reporting period. The independent assurance provider
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.
Energy consumption data
Lion Finance Group 2024* 2025
Total energy consumption (kWh) 40,324,400 48,364,952
* To enhance the accuracy of our environmental reporting, the total energy consumption figure for 2024 has been corrected. The previously published figure did not incorporate
the conversion of certain fuel sources into kilowatt-hours (kWh). The restated 2024 and new 2025 data now includes this conversion, aligning the methodology with the current
reporting period.
Our financed emissions
The Group’s approach to estimating financed emissions is aligned with the PCAF Global GHG Accounting and Reporting Standard
for the Financial Industry. Financed emissions represent one of the core components of the Group’s climate risk management and
transition strategy, supporting the assessment of portfolio exposure to carbon-intensive activities and informing strategic decision-
making, risk monitoring and client engagement.
To ensure both robustness and appropriate portfolio coverage, the Group applies a combination of bottom-up and top-down
methodologies, selected based on data availability, portfolio characteristics and the maturity of internal systems. Where reliable
borrower-level emissions data is available, more granular bottom-up approaches are prioritised. Where data remains limited, sector-
based estimation techniques consistent with PCAF guidance are applied. The Group continues to enhance data quality and expand
borrower-level emissions coverage over time.
Bank of Georgia
Bank of Georgia has progressively developed its financed emissions framework. In 2025, it transitioned its primary calculation
approach to a PCAF-aligned top-down methodology using the National Bank of Georgia Financed Emissions Tool to enhance portfolio
coverage. Bottom-up methodologies continue to be applied for climate stress testing and targeted portfolio analysis.
Ameriabank
Ameriabank is at an earlier stage of financed emissions development. Current estimates rely primarily on a PCAF-aligned top-down
methodology based on national inventory and macroeconomic data. The Bank intends to progressively enhance borrower-level data
collection and transition towards more granular bottom-up approaches over time.
More information on methodologies and a detailed breakdown of financed emissions by industries is available in the separate
Sustainability Report.
Sustainability review continued
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Climate risk and opportunity metrics
The table below sets out climate-related metrics with reference to IFRS S2.
Transition risks
% of assets vulnerable to climate-related transition risks Bank of Georgia
2.8%
Indirect emissions
(Delayed Transition, 2040)
Ameriabank
2.9%
Investments
(Delayed Transition, 2040)
% exposure to carbon-related assets in the Bank’s gross loan portfolio Bank of Georgia
18.9%
1
2024: 16.1%
Ameriabank
20.7%
2
% exposure to fossil fuel – and coal-related assets in the Bank’s gross loan
portfolio
3
Bank of Georgia
3.3%
2024: 3.5%
Ameriabank
1.7%
Exposure to fossil fuel and coal exploration and mining assets in the Bank’s
gross loan portfolio
4
Bank of Georgia
0%
Ameriabank
0.01%
Physical risks
% of assets vulnerable to climate-related physical risks Bank of Georgia
6.1%
Drought
(Current Policy, 2040)
Ameriabank
4.0%
Drought
(Delayed Transition, 2040)
Climate opportunity and capital deployment
Total outstanding green finance as at 31 December 2025 Bank of Georgia
GEL 1,361M
+ 32.8% y-o-y
Ameriabank
GEL 310M
+ 25.5% y-o-y
Remuneration
Across the Group, climate-related considerations are progressively integrated into governance and incentive structures to strengthen
accountability for environmental objectives and long-term value creation. At Bank of Georgia, green lending KPIs were introduced for
executives in 2024, with 1% of executive compensation linked to green finance performance in 2025. At Ameriabank, the integration of
climate-related KPIs into remuneration is under assessment and is expected to advance as sustainability governance and climate risk
management frameworks further mature.
Climate-related targets
Setting clear, measurable sustainability and climate-related targets is essential to strengthening the Group’s long-term resilience,
enhancing transparency and supporting the transition to a low-carbon economy. At Lion Finance Group PLC, we are committed
to progressively embedding quantitative climate objectives into our strategy aligned with evolving regulatory expectations and
international climate frameworks.
In 2025, Bank of Georgia set its first operational emissions-reduction target, committing to achieve a 25% reduction in Scope 1 and 2
operational emissions intensity per employee by 2030, relative to a 2025 baseline.The objective of this target is to strengthen
our direct mitigation efforts by systematically reducing the emissions generated through our operations, while aligning with emerging
science-based expectations and global decarbonisation pathways. More information on the target and planned actions can be found in
our separate Sustainability Report.
Looking ahead, Ameriabank will work towards establishing its own operational emissions-reduction targets, reflecting its evolving data
maturity and implementation roadmap, and ensuring progressive alignment at Group level over time.
1 As at 31 December 2025 this amounted to GEL 2,159 million (GEL 3,839 million in 2024). 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, beverages, agriculture and food, paper and forest products.
2 As at 31 December 2025 this amounted to GEL 1,506 million. We define ‘carbon-related assets’ as those tied to the following industries: oil and gas extraction and distribution,
coal, electric utilities, air freight, passenger air transportation, water transportation, trucking services, automobiles and components, metals and mining, chemicals,
construction materials, real estate management and development, paper and agriculture and forestry.
3 As at 31 December 2025 Bank of Georgia’s figure amounted to GEL 908 million (GEL 840 million in 2024) while Ameriabank’s figure amounted to GEL 126 million. 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.
4 As at 31 December 2025 Bank of Georgia’s figure amounted to GEL 0. The Bank has no exposure to prospection, exploration and mining of fossil fuels or electric utilities using
coal. Ameriabank’s figure amounted to GEL 546 thousand. The Bank has minimal exposure to mining of hard coal.
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Other climate-related targets
The targets below apply to both Bank of Georgia and Ameriabank, which represented 69.7% and 27.2% of total Group assets as of
31 December 2025 respectively.
Climate-related risks
Metrics Definition Why it’s a KPI Progress to date Forward-looking targets
Link to transition
plan action pillars
Measure
operational
GHG
emissions
Measure total
greenhouse gas
emissions arising
from the Bank’s own
operations, covering
Scope 1 and Scope 2,
and selected Scope 3
categories.
Provides a clear
measure of the
Group’s operational
carbon footprint
and progress in
managing and
reducing emissions
from its own
activities.
Bank of Georgia:
The Bank set its first
operational emissions
reduction target in 2025.
Progress will be shown in
2026 Sustainability and
Annual reports.
Ameriabank has established
a structured approach to
measuring its operational
greenhouse gas emissions
across Scope 1, 2 and
relevant Scope 3 and will
disclose these emissions on
an annual basis.
Bank of Georgia:
Achieve a 25%
reduction in Scope
1 and 2 operational
emissions intensity
per employee by 2030,
relative to a 2025
baseline.
As prior efforts
focused on
strengthening
measurement
processes, the 2026
target marks the
introduction of
quantified reduction
commitments.
Operational
and portfolio
decarbonisation
Financed
emissions
coverage
(PCAF
aligned)
Annual measurement
of financed
emissions using
PCAF methodology
across corporate
lending portfolio.
Further details on the
financed emissions
calculation approach
are provided on page
90.
Enables
understanding
of portfolio-level
climate impact and
supports transition
risk management
and portfolio
alignment.
Bank of Georgia expanded
financed emissions coverage
to 46.7% of corporate
portfolio in 2025, however
transitioned to NBG
Financed Emissions Tool to
enable broader portfolio
coverage amid data gaps.
Bank will continue bottom-
up analysis for stress
testing and alignment
monitoring with the aim
of progressively increasing
coverage over time.
Ameriabank initiated
financed emissions
measurement in 2025,
covering 27.3% of corporate
portfolio at NACE Level
2 using proxy-based
methodology reflecting
current data availability.
Bank of Georgia:
Expand coverage to
50–55% of corporate
portfolio by 2026,
with ambition to
extend beyond
this threshold as
data improves.
This represents a
progressive increase
from 2025 coverage
levels and reflects
the continued
expansion of portfolio
measurement.
Operational
and portfolio
decarbonisation
Exposure
to climate-
related risks
(physical &
transition)
Annual assessment
of portfolio exposure
to climate-related
risks through
materiality
analysis and risk
categorisation.
Further details
on the Group’s
climate materiality
assessment and
the calculation of
exposure to climate-
related risks are
provided on pages 86
to 88.
Supports proactive
risk management
and alignment with
ERM integration
and supervisory
expectations.
Bank of Georgia
categorised portfolio
exposures based on inherent
climate risks and integrated
outputs into climate risk
framework.
Ameriabank initiated
climate risk and opportunity
analysis and is developing
methodologies aligned with
Group approach.
While the regulatory
framework for
climate risk
integration continues
to evolve, the Group
aims to progressively
incorporate climate
risk assessment
results into portfolio
steering and risk
appetite frameworks
as supervisory
expectations further
develop.
Climate risk
management
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Metrics Definition Why it’s a KPI Progress to date Forward-looking targets
Link to transition
plan action pillars
Carbon-
related
assets share
Track proportion of
assets allocated to
carbon-intensive
sectors as proxy for
transition exposure.
For the definition
of carbon-related
assets, please refer
to page 91.
Helps monitor
transition risk
exposure and
supports portfolio
steering decisions.
Bank of Georgia
2024: 16.1%
2025: 18.9%
Ameriabank
2025: 20.7%
Although no
specific regulatory
requirements
currently exist
in Georgia and
Armenia supporting
carbon-related asset
reduction, the Group
aims to gradually
reduce exposure
through portfolio
rebalancing and
growth of green
assets.
Operational
and portfolio
decarbonisation;
Sustainable
finance
Client
engagement
for material
climate risk
exposures
Track and document
structured
engagement with
clients identified as
having material long-
term climate-related
risks or opportunities,
focusing on transition
strategies, risk
mitigation actions
and resilience
planning.
Active client
engagement
supports risk
mitigation,
improves data
quality, and
enables financing
solutions aligned
with transition
and adaptation
pathways.
Bank of Georgia:
In 2025, engagement
was initiated with all
clients identified within
high-risk categories (2%
high physical risk, 5.6%
very high transition risk,
39.7% high transition risk).
Clients received targeted
information on climate risks
and opportunities. All CIB
and SME clients signed E&S
covenant acknowledging
climate-related risks.
Priority sectors were
identified and engagement
strategy is being developed.
Ameriabank:
Initial climate risk analysis
completed; structured client
engagement framework
under development aligned
with Group methodology.
Previously, no formal
client engagement
strategy was in place.
Going forward, we
plan to implement a
comprehensive client
engagement strategy
focused on improving
climate awareness,
strengthening data
availability and
supporting client
transition efforts.
Stakeholder
engagement;
climate risk
management;
Sustainable
Finance
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Lion Finance Group PLC Annual Report 2025
Empowering our employees
The Group’s success depends on its people. We are committed to attracting
and retaining talented individuals, fostering an inclusive culture and supporting
professional development.
More than 13,000 employees contribute to our performance each day. We invest
in their development and wellbeing, with Human Capital Management led by our
banking subsidiaries and ultimately overseen by the Group Board.
Our employees at a glance
13,250
13,250
All employees
By gender
All employees
By region
Male 4,402
Armenia 2,326
Female 8,848 Georgia 9,899
Other 1,025
As at the reporting date, 99.8% of Group employees were on permanent contracts, reflecting our focus on long-term employment.
All employees by age
Executive Management Senior Management Middle Management All other employees
1
BOG AMB Other BOG AMB Other BOG AMB Other BOG AMB Other
<30 - - 1 3 2 7 43 26 8 4,093 1,040 882
30-50 14 9 21 104 37 90 348 256 83 3,715 880 984
>50 1 7 2 2 9 7 27 18 5 278 42 206
All employees by gender
Executive Management Senior Management Middle Management All other employees
1
BOG AMB Other BOG AMB Other BOG AMB Other BOG AMB Other
Female 4 3 7 47 16 63 238 166 62 5,606 1,359 1,277
Male 11 13 17 62 32 41 180 134 34 2,480 603 795
1 Excluding Middle, Senior and Executive Management.
Sustainability review continued
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Strategic priorities in human capital development
Our human capital approach develops the skills, leadership and culture required for long-term performance. By aligning talent and
employee experience with our strategy, we enable our people to perform effectively and build sustainable careers.
Our human capital strategy focuses on:
Strengthening
organisational
culture to foster
high-performing teams.
Attracting and
developing talent
to build a strong
leadership pipeline.
Providing positive
employee experiences
to drive engagement
and retention.
321
1
Strengthening organisational culture to foster high-performing teams
High-performing teams require strong governance and ethical leadership. All employees adhere to our Code of Conduct and Ethics,
which sets clear standards for lawful, ethical and transparent behaviour, supported by handbooks and training.
Our culture is underpinned by the following principles:
Anti-discrimination and anti-harassment: We apply a zero-tolerance approach to all forms of discrimination and harassment.
These commitments are embedded in the Code of Conduct and Ethics, employee handbooks and dedicated policies covering
anti-discrimination, diversity and equity, and human rights.
Freedom of association and collective bargaining: We uphold employees’ right to freedom of association and collective
bargaining, as set out in our Human Rights Policy. No Group operations have been identified as posing risks to these rights.
Zero-tolerance for forced labour, child labour, modern slavery and human trafficking: We maintain fair labour practices through
clear policies, regular audits and awareness programmes. Across our supply chain, we conduct risk assessments, enforce
contractual prohibitions and monitor compliance.
Diversity, equity and inclusion (DEI): DEI is central to creating a workplace where all employees feel valued and empowered.
We monitor key diversity metrics, including gender, age, education and role. In 2024, Bank of Georgia expanded data collection
to include ethnicity, religion and language, in compliance with Georgian data protection laws. Our efforts were recognised at the
INSEAD Alumni Balance in Business Awards 2025, where Bank of Georgia received a Sector Excellence Commended award for
advancing inclusion and diversity in people operations.
Advancing gender equality: Gender equality is a key DEI priority. We monitor pay and career progression to ensure gender does
not influence outcomes. Gender pay ratios are presented in the table below.
Women to men ratio of basic salary
2
Women to men ratio of remuneration
3
Bank of Georgia Ameriabank Bank of Georgia Ameriabank
Executive Management 98% 86% 68% 87%
Senior Management 88% 102% 67% 131%
Middle Management 97% 72% 94% 71%
In 2025, at Bank of Georgia the ratio of women’s to men’s basic salaries improved at the Executive and Senior Management levels
to 97.5% and 87.6%, respectively. Conversely, the ratio for Middle Management declined to 97.0%, influenced by structural changes,
including an increased number of female managers in roles within the lower tiers of this level.
2 Includes only cash salary.
3 Includes total compensation and benefits.
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Lion Finance Group PLC Annual Report 2025
Gender Pay Gap
4
Gender Equal Pay Gap (GEPG) Raw Gender Pay Gap (GPG)
Bank of Georgia
3%
(2024: 4%)
Bank of Georgia
39%
(2024: 42%)
Ameriabank
6%
(2024: 8%)
Ameriabank
39%
(2024: 46%)
Bank of Georgia reports an Equal Pay Gap of 3.4%, affirming equitable pay for similar roles. The 38.7% Raw Pay Gap is attributable to
workforce structure, including the growth of front-line positions and employee distribution across various functions and seniority levels.
Our promotion data demonstrates meaningful progress: in 2025, women represented 71% of all promoted employees. Of 60
employees appointed to managerial positions for the first time, 60% were women. These results reflect our focused investment in
talent development and leadership programmes designed to build a balanced leadership pipeline.
71%
of all promotions
were women
Bank of Georgia
60%
of first-time managerial appointments
were women
Bank of Georgia
At Ameriabank, the Raw Pay Gap of 39% is reflective of the workforce structure, with notable variations in employee distribution
across different job levels and functions, particularly in specialised technology roles.
In 2025, women represented 40% of all promotions, demonstrating measurable progress in the cultivation of a diverse leadership team.
Both banks continue to invest in leadership development programmes and career progression initiatives aimed at strengthening
representation at senior levels (for more information, please see the section below).
Bank of Georgia became a signatory of the UN Women’s Empowerment Principles in 2022 and maintains its 2XChallenge status,
reinforcing our commitment to advancing gender equality across the organisation.
2
Attracting and developing talent to build a strong leadership pipeline
In developing and implementing our talent strategy, we focus on:
Attracting, developing
and retaining highly
qualified talents
Placing the right talents
in the right roles
Aligning our talent strategy
with business goals by
anticipating skill gaps and
future needs
We are committed to inclusive and transparent hiring. Our recruitment process includes panel interviews, robust controls and an applicant
tracking system. We provide clear feedback, particularly to internal candidates, and aim to maintain positive relationships throughout.
4 GEPG: Percentage difference in average pay between women and men in same or equivalent roles, adjusted for role. GPG: Percentage difference between average earnings of
women and men across the organisation, without adjustment for role.
Sustainability review continued
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Talent acquisition
Our subsidiaries engage students and
professionals via universities, job fairs,
alumni networks and community events.
In 2025, Bank of Georgia held 22 and
Ameriabank 29 such activities to build
long-term talent relationships.
With 46% of employees under 30, early-
career talent is central to our succession
pipeline. Structured onboarding and
mentoring ensure effective integration.
Group new hires
New hires
Rate of
new hires
By gender:
Female 2,085 24%
Male 1,272 30%
By age:
<30 years old 2,455 41%
30-50 years old 823 13%
>50 years old 79 14%
By location:
Georgia 2,508 26%
Armenia 432 19%
Other 417 45%
Internship programmes
Our flagship internship programmes are designed to attract and develop early-career talent.
Leaderator – Leaderator remains one of Bank of Georgia’s most effective early-career talent initiatives. The 2025 cohort attracted up
to 3,500 applications from nearly all Georgian universities. Since 2017, the programme has supported more than 490 undergraduates,
with 78% of those hired through Leaderator continuing their careers at the Bank.
The 2025 programme welcomed 48 students (54% women) who gained hands-on experience across more than 30 departments
through two to three rotations. Of these students, 96% completed the full programme, with a post-internship hire rate of 80%.
Summer internship – Introduced in 2021, the Summer Internship programme connects us with high-achieving Georgian students
from leading global universities. The programme provides four-to-eight-week placements across Bank of Georgia and Galt & Taggart.
Since inception, it has supported 72 students. The 2025 programme hosted 30 interns (33% women).
Ameria Generation is Ameriabank’s flagship early-career talent initiative, designed to identify and cultivate the next generation of
professionals. In 2025, the programme marked its 21
st
cycle. Since its inception in 2012, it has become a cornerstone of the Bank’s
human capital strategy, attracting over 16,340 applicants and supporting more than 1,300 graduates.
The programme continues to attract a significant volume of high-calibre candidates. In 2025, it drew 3,030 applications from 15
universities. From this large applicant pool, 72 students successfully completed the programme. Of these graduates, 67 received
job offers, resulting in an 87% post-internship hire rate. The programme demonstrates strong long-term value, maintaining a 57%
retention rate for its alumni. Many graduates have progressed into specialist, team lead and senior management roles, underscoring
Ameria Generation’s importance in strengthening Ameriabank’s internal leadership pipeline.
Advancing talent through internal
development
We invest in developing internal talent
to strengthen our leadership pipeline
and support career growth. Internal
candidates are prioritised for managerial
and leadership roles, promoting continuity,
rewarding performance and enabling
merit-based career paths.
High-potential employees are supported
through development reviews, individual
plans, coaching and leadership
programmes. In 2025, internal mobility
filled 62% of roles at Bank of Georgia
and 31% at Ameriabank.
Promotion rate
BOG AMB
Female 21% 36%
Male 19% 44%
Overall 20% 39%
Average tenure (years)
BOG AMB
Female 6 5
Male 5 5
Overall 5 5
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Lion Finance Group PLC Annual Report 2025
Retention and turnover
International benchmarks indicate
employee turnover rates in the mid-to-high
20% range across developed markets,
with financial and professional services
typically reporting lower rates. The Group
turnover of 17% reflects a relatively stable
workforce and supports continuity of
organisational knowledge.
Group turnover
Number of employee turnover Rate of employee turnover
By age:
<30 years old 1,417 24%
30-50 years old 752 12%
>50 years old 39 8%
By gender:
Female 1,362 16%
Male 846 20%
By company:
Bank of Georgia 1,457 18%
Ameriabank 155 7%
Learning and development
programmes
Employee development is a core
component of our human capital strategy,
with a structured learning ecosystem
supporting employees throughout their
careers.
In 2025, we delivered over 600 distinct
programmes at Bank of Georgia and 300
at Ameriabank. Voluntary training was
completed by 8,397 and 1,531 employees,
respectively. These programmes achieved
an average employee satisfaction score
of 91% at both banks, reflecting strong
engagement in professional development.
Our key development pillars include:
Core foundational and role-specific trainings
Structured onboarding programmes introducing new team members to
the company culture and equipping them with role-specific knowledge.
Career development and future skills trainings
Programmes enhancing professional competencies,
critical soft skills and technical capabilities.
Leadership pipeline development programmes
Dedicated high-potential talent and leadership programmes,
coaching and executive education opportunities.
Core foundational and role-specific training
We provide essential skills through structured onboarding and mandatory compliance programmes. In 2025, Bank of Georgia held 277
new employee onboarding sessions and delivered a comprehensive compliance programme. At Ameriabank, over 1,500 regulatory and
compliance sessions were completed, and professional development constituted 49% of all training.
Career development and future skills training
To build future-ready capabilities, Bank of Georgia launched an AI Awareness Programme and a gamified Business Principles
programme. At Ameriabank, nearly 30% of training focused on data, AI and technology (66% women). Employees also spent almost
2,000 hours on professional certifications (83% women) and over 3,500 hours on language and soft skills training (78% women).
Leadership pipeline development programmes
Developing resilient leaders from within is central to our strategy. We focus on cultivating leaders who possess deep institutional
knowledge and are aligned with our culture and values.
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Bank of Georgia
In 2025, we offered tailored leadership development across all career stages:
Individual coaching: Nearly 200 leaders (64% women) received one-on-one coaching, achieving a 91% Net Promoter Score.
Foundational leadership programmes: Our Team Leaders and Frontline Managers Programme delivered 37 hours of intensive
training to over 550 participants (58% women). We also provided targeted support for first-time managers in back-office roles
(42% women) and delivered continuous development workshops for experienced line managers (73% women participants).
Senior and executive development: We implemented specialised programmes focusing on strategic leadership, change
management, and innovation. We strengthened our MBA Sponsorship Programme, with women comprising 63% of sponsored
employees.
High-potential programmes: Our Back-Office Talent Development Programme integrates strategic learning with future-
oriented skills, including GenAI training. Within the first year, 42% of participants (54% women) were promoted. Our Front-
Office High-Potential Programme, launched in 2024 with 94% women participants, saw 47% advance through promotions or
strategic moves within the first year (89% women).
Technology leadership: We launched development programmes for Product Owners and Tech Leads, engaging over
100employees (50% women) through customised training and coaching.
Ameriabank
In 2025, employees participated in management development training and leadership conferences, with 70% of participants
being women, supporting the Bank’s focus on building a capable and inclusive leadership pipeline.
Average hours of training per employee
Female Male Overall average
BOG AMB BOG AMB BOG AMB
51 26 38 27 47 27
Performance, development and career progression
We are committed to building employees’ skills and strategically identifying and placing the right talent in the right roles. Our
performance management framework fosters continuous professional development and ensures individual contributions align with the
Group’s strategic objectives.
Our framework is built on two core pillars:
• A 360° evaluation process focused on individual development. This evaluation provides employees with balanced, multi-perspective
feedback from managers, peers, direct reports and colleagues, with optional self-assessments. Colleagues’ and direct reports’ feedback
remains anonymous. Managers follow up with individual sessions to discuss strengths, areas for growth and annual development plans.
Insights inform key talent decisions, including promotions, mobility, leadership development and succession planning.
• A robust Annual KPI and KBO Management framework designed to drive business results and align individual and team objectives
with the strategic priorities. The annual performance management process encompasses up to 20% of employees at Bank of
Georgia and 83% at Ameriabank who participate in formal KPI assessments, alongside those evaluated based on performance
indicators translated into sales metrics or managerial assessments.
Percentage of employees who received a performance review
Bank of Georgia Ameriabank
By gender:
Female 96% 92%
Male 97% 99%
By position:
Middle management 94% 97%
Senior management 96% 100%
Executive management 100% 100%
This approach ensures performance is
managed holistically and fairly, creating
clear pathways for career advancement
based on measurable performance and
demonstrated capabilities.
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3
Providing positive employee experiences to drive engagement and retention
Creating a positive employee experience is central to building motivated, high-performing teams. We gather insights through
structured feedback, open communication and recognition to foster a culture where employees feel valued and empowered.
Key pillars:
Employee experience management: We enhance the employee experience through onboarding support, focus groups, interviews and
surveys to identify improvement areas.
Transparent communication and engagement: We encourage open dialogue via individual and team interviews, entry and exit interviews,
leadership sessions and Employee Voice meetings with the Board. These forums strengthen motivation, trust and engagement.
Regular updates and recognition: Employees receive updates on strategy, performance, risks and policies, with advance notice for
significant operational changes. Recognition is embedded in our culture, with awards for outstanding contributions and milestone
celebrations for long service.
Employee engagement and culture: We continuously measure and act on employee feedback to improve engagement and maintain a
positive workplace culture.
At Bank of Georgia, we have conducted external engagement surveys with Korn Ferry since 2019. Early 2025 results (64% Engagement,
72% Enablement) prompted targeted improvement initiatives. Our current eNPS score of 59 represents a 5-pp increase from year-end
2024, reflecting effective actions taken in response to employee feedback (see page 49). We will conduct the next Korn Ferry survey in
early 2026.
At Ameriabank, employee experience is assessed through eNPS alongside Staff Satisfaction and Motivation surveys conducted
twice annually. In 2025, employee satisfaction reached 81%, satisfaction with leadership and management stood at 88%, and the
eNPS score was 51 at year-end 2025 (57 at year-end 2024). A slight decrease primarily reflects feedback from teams involved in
transformation initiatives and affected by structural changes during the period.
Fair reward, wellbeing and performance management
Fair and competitive compensation
We continuously track market trends to ensure our compensation remains competitive and fair. Our approach is guided by data-driven
insights, including monitoring average monthly earnings and national labour market statistics.
Our remuneration policies align with the Group’s strategy, culture and risk appetite whilst adhering to local regulatory requirements.
Key principles include competitiveness and fairness – ensuring salaries align with market standards and are gender-neutral and bias-
free. Local Supervisory Boards, advised by the Remuneration Committees, approve policies applicable to all employees. The policies
combine fixed salaries with performance-based variable pay.
We maintain clear frameworks for performance evaluation and compensation through standardised grading systems that link rewards
to measurable KPIs and Key Business Objectives.
Benefits supporting employee wellbeing
Our employee value proposition supports wellbeing, stability and work-life balance. All employees, regardless of employment status,
receive the same benefits, including:
• Additional paid leave: Five days for any reason and five days for illness without medical certificate (Bank of Georgia); 40-64 hours
annually depending on role (Ameriabank).
• Health benefits: Fully funded health insurance for employees and families (Bank of Georgia); co-financed health and travel insurance
(Ameriabank).
• Family welfare: Up to 200 calendar days of paid parental leave; financial assistance for childbirth, adoption, marriage or
bereavement; flexible arrangements for caregivers.
• Other benefits: Free 24/7 legal assistance, financial support for serious illness or hardship, preferential conditions on banking products.
% 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
Returned to
work rate
Retention rate
BOG AMB BOG AMB BOG AMB BOG AMB BOG AMB BOG AMB
Female 100% 100% 310 106 223 82 182 68 83% 95% 82% 96%
Male 100% 100% 2 57
1
2 57 1 29 100% 100% 100% 100%
1 This refers to the five working days of paternity leave employees are entitled to within a month following childbirth according to Armenian law.
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Whistleblowing and grievance
We maintain an open-door policy for raising concerns, supported by a strict no-retaliation policy. Our grievance mechanisms
align with the highest ethical standards and global best practices.
Bank of Georgia uses NAVEX, an independent reporting tool, for anonymous or confidential reporting. In 2025, 24 cases were
reported under the Grievance Policy. Eight cases were substantiated and resolved, whilst 16 were investigated but found
unsubstantiated. Enhanced mandatory compliance training significantly raised employee awareness regarding available
mechanisms for raising concerns, resulting in a notable increase in grievances reported during 2025.
At Ameriabank, an enhanced reporting mechanism was introduced in 2025 through the Qualtrics platform. In 2025, Ameriabank
received five grievance cases, while no anonymous whistleblowing cases were reported. All cases were investigated and resolved.
For comprehensive details on compensation frameworks, employee benefits, work-life balance programmes and grievance
mechanisms, please refer to our Sustainability Report.
Occupational Health and Safety Management System
A safe and healthy working environment
supports employee wellbeing, operational
resilience and service delivery. While
banking activities present lower risk than
industrial sectors, issues like strain, stress
or minor physical injuries can still affect
employee wellbeing.
Bank of Georgia maintains an
Occupational Health and Safety (OHS)
Management System compliant with
Georgian law, covering occupational
safety, hazard management, accident
prevention, employee training and
information sharing. Although local
regulations do not require a standalone
OHS system, Ameriabank has integrated
OHS practices into its management
processes. This section therefore focuses
on Bank of Georgia’s standalone OHS
system.
Bank of Georgia’s OHS system is guided by
the following policies and standards:
Hazard identification and risk
assessment
Our Labour Safety team, certified in
occupational safety and Institution of
Occupational Safety and Health (IOSH)
‘Managing Safely’, identifies workplace
hazards, assesses risks and implements
preventive measures according to our OHS
Risk Assessment Standard. This standard
defines protocols for evaluating risks and
guides employees on avoiding potentially
harmful situations.
We conduct semi-annual safety
inspections across all facilities and require
all employees to complete an online labour
safety training module during onboarding,
with refresher courses every two years. In
2025, we conducted 81 fire and emergency
drills and provided First Aid training to
employees from major branches. Our
risk management approach includes
tailored training, hierarchical controls
and appropriate Personal Protective
Equipment (PPE).
We conduct periodic or ad hoc risk reviews
to manage non-standard work processes.
When new threats arise, risk assessments
are updated and employees are informed
and trained. All risk assessment data
is periodically reviewed and updated to
comply with legal requirements.
Occupational health services
The Labour Safety team assesses
workplace physical factors biannually,
including temperature, humidity, airflow
and lighting. In 2025, these measurements
covered all branches.
Worker participation, consultation
and communication
Our Security department meets frontline
staff twice a year to address security
issues. During these sessions, we share
information on preventive measures,
including advanced security and fire
protection systems in branches, and
bulletproof glass and alarm buttons
in cash operating units with prompt
responses from security police teams.
These meetings gather employee
feedback to improve processes and refine
procedures. Following feedback, we plan
to increase the number and responsibilities
of fire coordinators to strengthen fire
safety participation.
Employees can report security or safety
concerns through a 24-hour monitoring
hotline, email group or intranet platform.
The Bank has a strict no-retaliation policy
to ensure employees can report hazards or
concerns without fear of reprisal.
Bank of Georgia also offers ‘My Lawyer’,
an initiative providing legal protection for
employees and their families.
Work-related incidents
There were no fatalities
or high-consequence
work-related injuries in 2025.
Contractor safety management
Contractor safety compliance is regulated
through service contracts. In 2025, we
strengthened monitoring by requiring
verification of all mandatory safety
documentation before performing high-
risk work.
Security practices
Our security personnel follow our Human
Rights Policy and Code of Conduct and
Ethics to ensure responsible behavior
and human rights compliance. These
frameworks establish our zero-tolerance
stance on human rights abuse and set
standards for professional conduct. All
security personnel receive training on
human rights and anti-discrimination,
with 100% coverage achieved in 2025.
The Human Rights and Ethics Committee
investigates any complaints and
ensures appropriate remedial actions.
Effectiveness is tracked through complaint
monitoring, incident reviews and training
assessment, measured against internal
standards and compliance objectives.
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We recognise that our long-term success is inseparably linked to the social and
economic well-being of the communities we serve. Through the principal members
of our Group, Bank of Georgia and Ameriabank, we do not just provide financial
services – we actively participate in community development, executing projects
that support local economies.
Our community impact
approach
As major employers, significant taxpayers,
and responsible corporate citizens, we
invest in initiatives that strengthen
and empower Georgian and Armenian
communities – a core commitment that
reflects our broader responsibility to
generate lasting value for the people we
serve.
Our community investments address the
most pressing social and developmental
priorities in our operating markets
through an integrated approach that
recognises the interconnected nature
of societal challenges. While education
forms the cornerstone of our strategy as
a fundamental enabler of progress, we
maintain substantial initiatives across
healthcare, cultural preservation and
environmental protection – understanding
that true community resilience requires
attention to all these dimensions of
wellbeing.
These priorities emerged from rigorous
analysis, including BOG’s proprietary
Pulse Research, and align with leading
global frameworks such as the UN
Global Compact and the Sustainable
Development Goals.
In 2024, Ameriabank took community
engagement to a new level with its “My
Ameria, My Armenia” campaign, inviting
over 55,000 clients and citizens to directly
shape its community investment priorities
through open voting. The results identified
children’s health and education as the
community’s most valued focus areas.
Measuring what matters
To ensure our initiatives create
meaningful change, we use different
impact measurement approaches:
Bank of Georgia applies a Phased
Impact Measurement Framework with
two distinct levels:
• Foundational tracking:
For high-volume activities, capturing
outputs like participant numbers,
training hours and materials
distributed.
• Advanced measurement:
For strategic initiatives, employing
in-depth assessment through surveys,
case studies and outcome indicators
that track changes in academic
performance, interest development
and career choices.
Ameriabank implements a results-
orientated monitoring framework
combining quantitative metrics
(beneficiary numbers, training sessions)
with qualitative tools (feedback
surveys, stakeholder consultations and
pre/post assessments). For multi-
year programmes, the Bank conducts
comprehensive evaluations to assess
sustained behavioral change and
improved access for vulnerable groups.
Empowering communities:
building a sustainable future together
Our community support focus areas
Our community investment focuses
on transformative areas that
address the most pressing social and
developmental priorities in Georgia
and Armenia: education, healthcare,
cultural heritage and environmental
sustainability. While our most extensive
programmes centre on education, we
maintain meaningful initiatives across
all these interconnected dimensions of
community wellbeing.
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Education: Unlocking human potential
Across all our educational initiatives,
we concentrate on three strategic
priorities that address critical needs in
both Georgian and Armenian societies.
By investing in improving educational
infrastructure, we create inspiring
physical and digital environments where
learning can flourish – from modern
multifunctional educational spaces in rural
Georgian schools to smart classrooms and
upgraded university facilities in Armenia.
Through programmes increasing access
to quality education, we remove financial
barriers with comprehensive scholarship
systems that support students from
diverse backgrounds, ensuring talent – not
circumstances – determines educational
opportunity. Our emphasis on promoting
STEM education reflects our commitment
to building future-ready workforces,
with initiatives spanning from coding
bootcamps and cybersecurity training to
nationwide competitions that spark early
interest in science and technology.
Finally, by enhancing financial literacy,
we equip individuals with essential money
management skills that support lifelong
financial wellbeing and independence.
These interconnected focus areas
form a holistic approach to education
that supports individual development,
strengthens national talent pools and
helps build more resilient, innovative
economies in both countries.
Impact in 2025
Georgia
300K+
individuals reached through
educational initiatives across
11 regions
Armenia
78K+
people engaged through
educational programmes in
all regions
Creating modern learning environments
Since 2019, Bank of Georgia, in
partnership with the Georgian Book
Institute, has established 25 Ideathecas
– multifunctional, technology-rich
educational spaces – in schools across
11 regions of Georgia, providing over
18,000 students access to modern
books and educational resources.
Most Ideathecas are located in rural
regions with higher poverty rates
or ethnically diverse populations,
ensuring educational opportunities
reach underserved populations. Some
Ideathecas also feature STEM corners
for hands-on learning.
In Armenia, Ameriabank has enhanced
classroom experiences through multiple
initiatives. In partnership with Visual
Armenia, the Bank has helped integrate
the Brainograph interactive learning
system into classrooms, making
subjects like history and geography
more engaging and accessible. The Bank
has also funded smart boards in both
urban and rural communities, enabling
teachers to deliver a more dynamic and
interactive learning experience.
Additionally, Ameriabank made targeted
investments to improve infrastructure
at major Armenian universities,
tailoring support to each institution’s
specific needs – from modernising labs
to upgrading student spaces. These
improvements create well-equipped
academic environments that strengthen
teaching quality, research capacity
and student experience. Beyond
improving learning conditions, these
investments contribute to Armenia’s
broader socioeconomic development
by cultivating skilled professionals,
fostering innovation and boosting
universities’ competitiveness.
7
Schools supported through
infrastructure projects by
Ameriabank in 2025
8
Universities supported through
infrastructure projects by
Ameriabank in 2025
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Opening doors through
scholarships
We view education as a powerful equaliser
– removing financial barriers, rewarding
excellence, and nurturing leadership
skills. Our scholarship initiatives ensure
promising students can pursue their
ambitions regardless of background,
contributing to a more inclusive knowledge
economy in both countries. Both Bank
of Georgia and Ameriabank continue
comprehensive scholarship programmes
that create transformative opportunities
for talented students while strengthening
local talent pools.
Local scholarships
Our local scholarships enable students
to pursue quality education within their
home countries. Through partnerships
with leading universities across Georgia
and Armenia, we support diverse students
in developing market-relevant skills while
creating equal opportunities for academic
advancement.
In Georgia, we offer four distinct
scholarships:
• Bank of Georgia Scholarship:
Has provided full or partial funding to
350+ high-performing undergraduates
across 21 partner universities
throughout the years.
• Giorgi Chakhava Scholarship:
Supports 15 architecture students,
honoring the renowned architect who
designed Bank of Georgia headquarters.
• Professional Scholarship Programme:
Funds short-term vocational courses
at seven leading academies, helping
individuals transition to in-demand
careers.
• AI Scholarship for Women:
Partnership with UN Women and
Mastercard providing women with
specialised AI training to close the tech
gender gap.
In Armenia, the My Ameria, My Future
scholarship contest, delivered in
partnership with VISA, will support 200
high-achieving students with a monthly
stipend of AMD 50,000.
Since 2023, over
1,200
students have participated
(30% from regions).
Since 2023, over
2,000
students have completed
the programme (64% from
regions) with 300 receiving
full scholarships.
International scholarships
Bank of Georgia provides Georgian students
opportunities to study at prestigious
international institutions. These merit-based
programmes ensure participants return
with world-class expertise to strengthen
Georgia’s development:
• Fulbright: Since 2014, Bank of Georgia
has supported 16 Georgian students
pursuing graduate studies in the US with
full funding for tuition, travel and living
expenses.
STEM Olympiad
STEM Olympiad strengthens Georgia’s
innovation ecosystem through
nationwide competitions that develop
problem-solving capabilities. The
competition features separate tracks
for physics-focused and other schools,
ensuring inclusive participation across
all regions. Through theoretical and
practical rounds, students apply
scientific concepts to real-world
engineering challenges, with finalists
receiving training from Komarovi School
experts, and the winning team receiving
a monetary prize.
STEM School
delivers comprehensive science and
technology education to students in
grades 7-11 through a fully online one-
year curriculum combining academic
theory with practical application.
Students master physics, chemistry,
biology, programming, engineering
and algorithm design while developing
hands-on skills using Tinkercad
and Arduino microcontrollers.
The programme’s fully digital format
ensures students from all regions
can participate. Bank of Georgia
awards 90 scholarships annually to
high-performing students outside the
capital, including 60 full scholarships
and 30 partial scholarships.
Nurturing innovators
We invest in STEM education to cultivate the next generation of scientists,
engineers, and innovators essential for Georgia and Armenia’s knowledge-based,
competitive future. Our initiatives foster critical thinking and problem-solving skills
while ensuring equitable access to quality STEM education across all regions.
Flagship STEM initiatives in Georgia
Bank of Georgia partners with Komarovi School, Georgia’s leading STEM-focused
school, on two cornerstone programmes that expand high-quality education
nationwide:
• Chevening: Partnership with the UK
Government has enabled 34 students to
pursue postgraduate studies at British
universities since 2013.
• Miami Ad School Europe: Annual
scholarship honoring former deceased
Bank of Georgia employee Nika Gujejiani
supports creative talent with full tuition
and stipend for this hybrid programme
in Berlin.
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Around
7,000
students participated in AI4All
in 2025.
Flagship STEM initiatives
in Armenia
Ameriabank also focuses on promoting
STEM education among young people
through several key programmes:
As inovation partner for Science Week
2025, a six-day science and innovation
Health, culture and environment
During 2025, we also focused on
initiatives that foster community
wellbeing, celebrate cultural identity
and protect the environment across
Armenia and Georgia. Our approach
recognises that true progress
encompasses the health, resilience,
and vibrancy of the communities we
serve.
In Armenia, Ameriabank supported
critical healthcare initiatives, with a
focus on enhancing care for children.
This included support for specialised
rehabilitation services in Syunik, the
financing of an innovative “Robin
Robot” to comfort young cardiology
patients and the funding of a state-
of-the-art intensive care ambulance
for remote regions.
In Georgia, Bank of Georgia
encouraged healthy living and
national pride through its long-
standing support for sports, serving
as general sponsor and key partner
for the nation’s premier sporting
bodies, including the national
football and basketball teams,
and the Olympic and Paralympic
Committees.
Beyond health and sport, the Group
made significant investments in
the cultural and ecological heritage
of both nations. Bank of Georgia
proudly celebrated the 80th
anniversary of the Sukhishvilebi
national ballet, a global symbol of
Georgian dance. Simultaneously,
Ameriabank worked to make
classical arts more accessible in
Armenia through a new partnership
with the State Philharmonia and by
supporting the Kapan International
Music Festival.
Our environmental stewardship
continued through Bank of Georgia’s
long-term collaboration to preserve
18 of Georgia’s protected areas
and Ameriabank’s forward-looking
reforestation initiative with My
Forest Armenia, a project that
will culminate in the transfer of
newly created forests back to local
communities, ensuring a legacy
of environmental stewardship for
generations to come.
You can read more about the
Group’s initiatives and projects
in our Sustainability Report.
festival followed by year-round events
in Yerevan and regions, Ameriabank
helped engage approximately 20,000
visitors. The initiative promoted
scientific engagement across three
dimensions: youth career orientation,
public awareness of scientific
achievements and creative exploration
through science fiction.
In partnership with Enterprise
Incubator Foundation, Ameriabank
delivered AI4All, a 10-month
programme introducing 14–18-year-
olds to artificial intelligence and
machine learning through a curriculum
blending theory with hands-on projects.
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Non-financial and sustainability
information statement
Business model
Climate and environment
Our commitment Further detail
Page reference
in this report
Relevant policy or
document available at
lionfinancegroup.com
We strive to deliver relevant banking
products and services as part of a
seamless digital experience and aim to
be the main bank in our customers’ daily
lives by leveraging digital and payments
ecosystems, anticipating customers’ needs
and wants and providing 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
We have policies and reporting
in place that support our
work on the climate and
environment, including the
Group Environmental Policy
and the Sustainability Report.
Under the Environmental Policy
we are committed to taking
meaningful action towards
environmental sustainability –
during FY25 we developed the
Climate Transition Plan, to be
adopted in 2026 and set Bank
of Georgia’s first operational
GHG emission reduction
target.
• Our strategy framework
• Our business model
• Empowering individuals at
Bank of Georgia
• Empowering individuals
at Ameriabank
• Empowering businesses
at Bank of Georgia
• Empowering businesses
at Ameriabank
• Financial overview
17-18
3-6
23
40
32
44
124-129
65-68
68-93
69 -70
71-74
75-88
75-88
75-88
89-93
90
The Non-Financial Reporting requirements in Sections 414CA, 414CB and
414C(7)(b)(i)-(iii) of Companies Act 2006 are addressed within this section.
The table below reflects our commitment, and activity relating to employees,
communities, the environment, human rights, anti-bribery and anti-corruption
during FY25, and cross-references in which part of the Group’s reporting the
respective requirements are embedded.
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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 and
believe that we are well-positioned to
contribute to building communities where
human rights are valued. We support the
Universal Declaration of Human Rights
and the ILO’s Core Labour Standards.
We are committed to zero tolerance
towards bribery and corruption. We
have in place written policies, procedures
and internal controls to comply with
antibribery and anti-corruption laws.
• Key enablers
• s. 172 statement
• Empowering our employees
• Working with our suppliers
• Sustainable finance
• Empowering our employees
• Anti-bribery and anti-corruption
• Risk management
• Principal risks and uncertainties
• Key performance indicators
Our Code of Conduct and
Ethics sets out clear standards
for behaviour in the workplace.
The Group’s Human Rights
Policy and Diversity, Equity
and Inclusion Policy uphold
employee rights and ensures
all employees are valued.
Our Anti-discrimination and
Anti-harassment Policy and
Whistleblowing Policy are
part of our robust employee
protection framework. See also
our Sustainability Report.
Human rights are embedded
through our Code of Conduct
and Ethics and are reinforced
by our Anti-discrimination and
Anti-harassment, Diversity,
Equity and Inclusion and
Human Rights Policies. Our
Environmental and Supplier
Code of Conduct Policies
enshrine our commitment
to human rights external
to the Group. See also our
Sustainability Report.
The Group’s integrity
is safeguarded by a
comprehensive framework,
including the Groupwide Code
of Conduct and Ethics and the
Anti-bribery, Anti-corruption
and Anti-fraud Policy, while
the Whistleblowing Policy
signposts how employees and
other stakeholders can raise
concerns in confidence. See
also our Sustainability Report.
18
47
94-101
18
47
102-105
63-64
65-68
94-101
59
108-122
111-122
20-21
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
• s. 172 statement
• Empowering our
communities
Social matters are addressed
through several dedicated
policies, including the
Environmental Policy, Human
Rights Policy, Diversity, Equity
and Inclusion Policy and
Anti-discrimination and Anti-
harassment Policy. See also our
Sustainability Report.
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Risk management
Our approach to risk management
We recognise the importance of a strong risk culture – the shared attitudes, beliefs,
values and standards that shape behaviours related to risk awareness, risk-taking
and risk management. All 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, driving
the majority of revenue. Throughout
this section and in the Principal risks and
uncertainties section, Bank of Georgia and
Ameriabank are collectively referred to as
‘Group Companies’.
Following the acquisition of Ameriabank,
the Enterprise Risk Management (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.
The Group employs a comprehensive
risk management approach across its
subsidiaries. The Group’s risk management
framework defines the key principles and
practices it uses for managing material
risks, both financial and non-financial.
Non-executive risk governance
The Board reviews and
approves risk appetite limits
annually. The Board sets the
tone ‘from the top’ and is
advised by the Risk Committee.
Executive risk governance
Executive Management
assesses the effectiveness of
risk management and internal
control policies and procedures.
‘Three lines of defence’ model
The Group’s ERM framework is based on the industry-standard
‘three lines of defence’ model for risk management.
Risk appetite, active risk management:
identification, measurement, mitigation and reporting
The Group has processes in place to identify, assess, measure,
manage and report risks to ensure it remains within its risk
appetite.
Policies and procedures, control activities
The Group continuously develops the control environment in business
processes, including through segregation of duties, preventive tools
integrated into systems and restriction of user rights.
Key components of the ERM framework
Risk management process
Risk governance
Roles and responsibilities
Processes and tools
Internal controls
Identify
Risk identification is performed
regularly as a joint effort
between business (the first
line of defence) and Risk
Management functions (the
second line of defence). The
main goal is to detect potential
risks in a timely manner and
avoid or mitigate the potential
harm those risks would bring.
In the event of material internal
or external change, additional
ad hoc risk identification can
be performed. The Board
regularly discusses key risks
and management’s 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 the risk appetite
and specific limits or triggers.
Risks are prioritised, necessary
responses are determined, and
exposures are aligned with risk
tolerances.
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.
Monitor and report
Risk-mitigating actions are
monitored for timeliness,
consistency and systematic
execution. Key risks are
escalated as appropriate.
Significant risk changes and
mitigation measures are
reviewed by the Audit and
Risk Committees quarterly (or
more frequently if required)
and reported to the Board.
Monthly risk reports support
senior management’s risk
management decisions.
1 2 3 4
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Additional InformationFinancial StatementsGovernanceStrategic Report
Risk appetite
The risk appetite framework is a key
component of the Group’s ERM framework,
and it has been enhanced to include
Group-wide risk appetite limits for key risk
metrics, which are monitored by the Risk
Committee.
Under this Group-wide framework, each
principal operating entity develops and
maintains its own specific Risk Appetite
Statement (RAS). The RAS translates the
Group’s strategic objectives into a tangible
set of limits and tolerances for the
subsidiary, informing its financial planning
and guiding its strategic decisions.
Each RAS is approved annually at
the institution’s subsidiary level and
is subject to oversight by the Group’s
Board. Performance against these
individual RASs is reviewed quarterly by
the respective Board Risk Committees
and is monitored monthly by respective
Executive Management to ensure risks are
promptly identified and mitigated.
Risk culture
Risk culture is at the heart of the Group’s
risk management practices. A strong
culture, starting with the Board, supports
ethical business operations and ensures
performance, risk and reward are aligned.
To develop this, Group Companies focus
on giving employees the awareness
and capabilities to manage risk. This
includes providing 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 organisation
safe.
Risk governance and
internal controls
The Board has ultimate supervisory
responsibility for risk management. 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. Subsidiary
CROs manage day-to-day risks in their
respective businesses. Group Companies
operate based on the industry-standard
three lines of defence model.
Owns risks and is responsible for
identifying, recording, reporting
and managing them in line with risk
appetite, complying with policies and
regulations, and ensuring appropriate
mitigation controls are in place.
Develops policies, methods and
procedures, and establishes the risk
appetite framework, including limits.
It challenges the first line on effective
risk management, provides advice and
offers assurance on compliance and
risk management effectiveness.
Is the Internal Audit function, which
provides independent assurance that
risk management approaches and
processes are designed and operating
effectively. Group Companies
maintain local Internal Audit functions,
with dual reporting lines to both local
Supervisory Board Audit Committees
and the Board Audit Committee,
ensuring appropriate oversight within
principal operating entities.
First line of defence
Second line of defence
Third line of defence
All roles below the CEO within Group
Companies fall within one of the three
lines. All employees are responsible for
managing risks in their roles.
The Board reviews the Group’s internal
control systems and confirms their
adequacy and effectiveness. Certain
matters – including 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/
leadershipand-governance/documents.
For other matters, the Board is assisted
by its Risk and Audit Committees, which
assess the strength and effectiveness
of risk management and internal control
systems. Committee reports can be found
from page 169 (Risk Committee) and page
159 (Audit Committee).
The Group’s financial procedures include
a range of system, transactional and
management oversight controls over
financial reporting and consolidation.
Each quarter, Group CFO and 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 results announcements and provides
recommendations to the Board.
At the subsidiary level, local Supervisory
Boards hold responsibility for risk oversight,
assisted by their respective Risk and Audit
Committees. Complementing this, the
Group’s Board maintains ultimate oversight
of the subsidiaries’ performance, receiving
direct reports from each entity’s CRO to
inform its assessments. As a significant
process enhancement, the Board instituted
a quarterly review of a consolidated,
Group-wide risk dashboard, effective from
the start of 2025.
At the Executive Management/
Management Board levels, several
committees steer effective risk
management, including:
• Asset and Liability Management
Committees (ALCOs): manage
financial risk, establish policies on
capital adequacy, market risk, funding
and liquidity risk, interest rate and
prepayment risks, and set associated
limits. ALCOs review scenario analyses
and stress tests, monitor compliance with
risk limits and approve treasury deals.
• Credit Committees: manage risk across
loan portfolios in all business segments.
• Environmental and Social Impact
(ESI) Committee at Bank of Georgia:
develops and implements ESG strategy,
including climate risk and opportunity
management. The Committee manages
the Bank’s climate, environmental and
social impacts, focusing primarily on
lending activities.
• Disclosure Committee at Ameriabank:
ensures compliance with the Bank’s
Disclosure Policy, providing stakeholders
with clear, timely access to consistent
and credible information.
The Group External Auditor and Chief
Internal Auditors of the Group’s principal
operating subsidiaries attend quarterly Audit
Committee meetings. The Audit Committee
meets respective auditors regularly, both
with and without Executive Management
present. The Group’s Audit and Risk
Committees monitor internal controls over
operational and compliance risks.
The UK Corporate Governance Code 2024
(the “2024 Code”) applies to the Group
for the financial year ended 31 December
2025, with the exception of Provision
29, which is effective for financial years
beginning on or after 1 January 2026. The
Group will report against Provision 29 in
its Annual Report and Accounts for the
year ending 31 December 2026, including
a formal declaration on the effectiveness
of the Group’s material controls as at year
end.
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Following the revised Code, the Group has
established a dedicated working group
led by a steering committee under the
CFO. The Internal Controls over Financial
Reporting (ICFR) team ensures compliance
with requirements by 2026. The Audit
Committee receives quarterly updates
on progress towards Code compliance,
including advancements in identifying,
assessing and documenting key risks and
controls.
During 2025, the Board and the Audit
Committee oversaw management’s
preparations for compliance with
Provision 29. This included reviewing and
challenging the proposed framework for
identifying and assessing material controls
and considering whether the approach
is appropriately aligned to the Group’s
principal risks, governance structure and
risk management processes.
The Group has established a framework
for determining material controls in
accordance with the Code. Material
controls are those controls that the
Board considers critical to mitigating the
Group’s principal risks and supporting the
reliability and integrity of key financial and
regulatory disclosures. The identification
process is risk-based and anchored in the
Group’s principal risk assessment and
governance arrangements. The Board,
supported by the Audit Committee,
reviewed and endorsed management’s
approach to ensure that the resulting
scope is proportionate and focused on
those controls most significant to the
Group’s risk profile. For commercial
and security reasons, the Group does
not publicly disclose the detailed list of
material controls.
In line with the Code, the Board
is responsible for monitoring the
effectiveness of the Group’s risk
management and internal control
framework and will undertake an annual
review of the effectiveness of material
controls in 2026. Throughout 2025, the
Board and its Committees received
updates on progress, key judgements
and readiness milestones, and provided
challenge where appropriate. The Board
is satisfied that the governance, oversight
and assurance arrangements supporting
the material controls framework are
appropriate to enable it to make the
required declaration in 2026.
Viability statement
The Board assessed 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 123.
Principal and emerging risks
Each business line within 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
Group level, identified risks are analysed and
consolidated to determine principal risks
and uncertainties. Additionally, the Group
monitors broader macroeconomic risks and
escalates them to the Supervisory Boards
or the Board through regular presentations.
The Group proactively identifies and
manages emerging risks – newly
developing or evolving risks that could
materially impact the Group in future but
remain uncertain in timing and effect. The
Board reviews these alongside principal
risks to assess potential implications and
ensure proactive mitigation strategies are
developed as risks become more defined.
A description of these principal risks and
uncertainties, including outlook, recent
drivers and mitigation efforts, can be found
on pages 111 to 122. 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 risk
management and internal control system is
designed to manage – rather than eliminate
– the risk of failure to achieve business
objectives, and can provide only reasonable,
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 unaware of
or deems immaterial – may also result in
decreased revenues, incurred expenses or
other events that could result in a decline
in the value of the Group’s assets. The
Group discloses the risks it believes are
likely to have the greatest impact on its
business, which have been discussed in
depth at Board, Audit Committee or Risk
Committee meetings.
The Group has identified climate risk as
an emerging risk and continues to assess
climate-related risks, both transition and
physical, for its client base and determine
potential impacts on the Group. The Group
describes and manages climate-related
risks in line with recommendations from
the Task Force on Climate-related Financial
Disclosures (TCFD). Further details on the
Group’s planned actions can be found from
page 121.
Stress testing
Stress testing and scenario analysis are important risk management tools that
inform strategic decision-making and planning. They enable assessment of the
impact of plausible but severe stress scenarios on liquidity and capital positions.
Group Companies regularly assess portfolio vulnerabilities to adverse macroeconomic
factors, financial market stresses and geopolitical developments. Portfolio
sensitivities feed into impact assessments of profit and loss, liquidity and capital.
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 to cover
all key risks the banks face or might face in the future, including under stress
scenarios. ICAAP and ILAAP stress-testing results are reviewed by the Risk
Committee and the Board of Directors.
• Viability stress testing: 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 Group’s viability. Viability stress tests are performed at
least annually and reported to the Audit Committee and the Board of Directors.
• Reverse stress testing: Assesses the level of disruption that might cause the
Group to fail. Failure is defined as the level of loss that would lead to breach of
core capital ratios.
• Ad hoc stress testing: Captures current economic conditions, specific exposures
facing the banks and updated analysis of potential future extreme events
related to macroeconomic factors. The frequency of stress testing depends on
material changes in the operating environment.
• Regulatory stress testing: 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 perform
the analysis. If unacceptably high risks are identified, risk units adopt mitigation
measures and reflect them in strategic plans.
• Recovery Plan stress testing: Mandated by local regulators, evaluating the banks’
ability – along with their chosen recovery measures – to overcome extreme
stress situations that result in breach of certain indicator threshold levels.
Risk management continued
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Additional InformationFinancial StatementsGovernanceStrategic Report
Principal risks and uncertainties
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
The Group’s asset base is geographically
concentrated in Georgia and Armenia,
where its principal banking subsidiaries
operate. Key macro risks for Georgia and
Armenia include changes in GDP growth,
inflation, interest rates, exchange rates
and political developments. Despite
robust economic performance recently,
both countries continue to face downside
risks stemming from regional geopolitical
instability, global trade tensions and
country-specific challenges.
The unresolved war in Ukraine and
escalating tensions in the Middle East
remain primary sources of geopolitical
risk in the wider region. The Georgian
and Armenian economies are particularly
exposed to these risks due to their reliance
on imports, foreign direct investment,
and external inflows from exports,
international tourism and remittances.
As both economies have benefited from
inflows of migrants and capital following
the onset of the Russia–Ukraine war, there
is a risk that these inflows could partially
reverse once the conflict ends. However,
the persistence of these inflows, coupled
with elevated uncertainty surrounding
the timing and nature of any potential
resolution, makes an abrupt reversal less
likely. Based on recent inflow dynamics, a
gradual normalisation with limited adverse
impact on the domestic economies
appears more plausible.
Escalations involving Iran in mid-2025 and
early 2026 have contributed to increased
volatility in global energy markets and
disruptions to regional transport routes.
Uncertainty regarding the duration and
scale of the recent military escalations
remains elevated. The Georgian and
Armenian economies have limited
direct exposure to Iran. In 2025, inflows
from merchandise exports, tourism,
remittances, and foreign direct investment
from Iran accounted for a small fraction of
their respective GDPs. Nevertheless, both
economies could be adversely affected if
instability spreads to other Middle Eastern
countries. In such a scenario, economic
disruptions in affected countries, along
with broader transportation disturbances,
could weaken external inflows to Georgia
and Armenia. This would adversely affect
economic activity and put pressure on
exchange rates. Furthermore, a sustained
increase in oil prices, combined with local
currency depreciation, could generate
domestic inflationary pressures and
prompt central banks to tighten monetary
policy. A prolonged and widespread
conflict could also have adverse indirect
effects through weaker external demand.
However, diversified sources of foreign
currency inflows, including from energy-
exporting countries, could help to limit
the negative impact. Moreover, amidst
protracted tensions in the Middle East,
the redirection of tourism and relocation
of capital cannot be ruled out, which could
provide additional support to the domestic
economies.
In early 2025, U.S. import tariffs and
retaliatory measures by major trading
partners increased global trade-policy
uncertainty, amplifying concerns about
slower global growth and tighter financial
conditions. While Georgia and Armenia have
limited direct trade exposure to the United
States, weaker economic performance
among key partner economies –
particularly, the EU and China – may
reduce external demand for both countries.
Furthermore, a potential deterioration in
investor sentiment could trigger capital
outflows from developing economies
such as Georgia and Armenia, placing
depreciation pressure on local currencies
and potentially increasing inflation and
foreign-currency debt service costs.
In addition to these shared risks, both
countries face several country-specific
challenges. In Georgia, persistent political
turbulence following the October 2024
Parliamentary elections may weigh on
consumer and business confidence, as well
as investor sentiment. This, in turn, could
translate into prolonged weakness in FDI
inflows, with adverse effects on the local
currency and productivity.
In Armenia, a narrow export base and high
dependence on a single trading partner
heighten vulnerability to external shocks,
while rising public spending pressures
could lead to elevated budget deficits
and government debt. In addition, the
U.S.-mediated Armenia-Azerbaijan peace
framework signed in August 2025 may
intensify geopolitical frictions due to the
increased U.S. presence in the region.
The parliamentary elections scheduled
for June 2026 may also elevate political
tensions, potentially weighing on economic
performance.
The proximity of Georgia and Armenia
to Russia presents heightened sanctions
evasion risks for financial institutions
operating in these countries. Group
Companies have strengthened compliance
and due diligence measures to mitigate
these risks. Further details on actions
taken to mitigate financial crime risk can
be found from page 116.
Review of the effectiveness
of risk management and
internal controls
The Group reviews the effectiveness
of its risk management processes and
internal controls annually, with assistance
from 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 2025
and obtained assurance from Executive
Management and Internal and External
Audits. The Board concludes with
reasonable assurance that appropriate
internal controls and risk management
systems were maintained and operated
effectively during 2025, and continued
to operate effectively up to the date
of approval of this Annual Report.
The review identified no significant
weaknesses or failures. The Group is
satisfied that its risk management
processes and internal control systems
for the year ended 31 December 2025,
complied with all Provisions of the Code
applicable during the year. We note
Provision 29 will apply from the financial
year beginning 1 January 2026, and the
Group has been preparing accordingly.
The Group is also satisfied that its risk
management processes and internal
control systems comply with the FRC’s
Guidance on Risk Management, Internal
Control and Related Financial and
Business Reporting.
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Mitigation
Governance: The Board receives quarterly
updates on global, regional and country-
specific macroeconomic conditions
from economic specialists and regularly
discusses major political and geopolitical
developments affecting the Group’s
operating subsidiaries.
Monitoring and reporting: Group
Companies continuously monitor
macroeconomic developments and
incorporate adverse economic and
geopolitical conditions in stress and scenario
analyses, including portfolio-level sensitivity
analysis – enabling local Executive
Management to take proactive actions,
including adjustment of operational risk
limits during underwriting when
necessary.
Other mitigants: Georgian legislation
(effective 1 August 2025) requires loans
up to GEL 750,000 be issued only in GEL
if borrower income is also in GEL. The
NBG has established a currency-induced
credit risk (CICR) capital buffer to reduce
dollarisation risks. Armenian legislation
requires that mortgages and consumer
loans to residents of Armenia be granted
only in local currency.
For individual loans, 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 monthly 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 20 ppts tighter
(effective 26 February 2025).
Ameriabank assesses borrower
creditworthiness in line with its internal
standards by incorporating stressed
exchange rates into key metrics, including
the obligations-to-income ratio for
individuals, the debt service coverage ratio
for business loans, and the LTV ratio.
Furthermore, both Group Companies
manage their currency exposure through
internal limits on open currency positions,
which are set by their respective
Supervisory Boards and are currently
tighter than the regulatory requirements.
Credit risk
Credit risk is the risk that the Group will
incur a financial loss due to customers
or counterparties failing to meet
their contractual obligations, arising
primarily from lending activities.
Key drivers and developments
The Group’s Expected Credit Loss (ECL)
is affected by both idiosyncratic and
sectoral/systemic risk factors. Increased
ECL charges may result from portfolio
growth, higher default rates, adverse
portfolio quality shifts due to rating
downgrades and/or changes in portfolio
structure. The Group’s cost of credit risk
ratio was 0.4% for the full year 2025.
Mitigation
Governance: The Board receives quarterly
updates on the Group’s credit risk profile
during regular Board and Risk Committee
meetings as well as quarterly results
discussions.
Across Group Companies, dedicated credit
risk management functions are structured
to ensure independent oversight of, and
provide challenge to, frontline activities.
Dedicated credit risk management
functions are established within Group
Companies to directly oversee and
challenge the credit risk activities of
the frontline business units. In addition,
each subsidiary has a centralised,
enterprise-level risk management
function responsible for overall credit
risk management from a bank-wide
perspective. Key responsibilities of these
functions include overseeing aggregate
credit risk assessment processes,
developing and managing portfolio-wide
policies, monitoring overall credit quality
and conducting comprehensive stress
testing and scenario analysis to assess the
impact of adverse scenarios on the credit
portfolio and capital adequacy.
Risk appetite: Group Companies have
established credit risk appetites, including
quantitative limits, to mitigate excessive
credit risk and concentration at various
levels. Credit risk profiles are monitored
quarterly against this appetite and reported
to the respective Supervisory Boards.
Credit assessment and approval: Across
the Group, credit assessment processes
are tailored to specific client segments and
product types to ensure the level of review
is appropriate for the associated risk.
Larger and more complex exposures,
particularly within the Corporate Banking
segment, are subject to a detailed
individual underwriting process. For
the SME and Retail Banking segments,
a hybrid approach is used, combining
individual assessments with automated,
model-driven decisioning. The specific
method used is determined by factors
such as product type, exposure size and
the subsidiary’s operating model.
Automated, model-driven decisioning is
a key component of the Group’s credit
assessment framework, particularly
within retail lending, and is used to
drive efficiency and consistency. The
performance of all credit assessment
models is regularly monitored in line with
established model risk management
frameworks to ensure their ongoing
accuracy and effectiveness.
To ensure a robust credit-granting process,
Group Companies have implemented
several measures and frameworks:
• Well-defined lending standards: Group
Companies maintain clear standards for
granting credit, which outline borrower
requirements. These standards serve
as the benchmark for evaluating
creditworthiness of customers
and enable the identification and
assessment of potential risks.
• Segregation of duties: A clear
segregation of duties exists between
credit analysis and approval functions.
While credit analysts and business
bankers prepare client presentations,
these are independently reviewed by
a risk manager. This review ensures
that all risks and mitigating factors are
identified and addressed, and that the
loan is structured appropriately.
• Multi-tiered loan approval committees:
Exposures are reviewed and approved
by multi-tiered Credit Committees.
Each committee has a specific approval
limit, ensuring that the level of review is
appropriate for the size and risk profile
of the proposed loan.
Beyond these frameworks, climate and
Environmental, Social, and Governance
(ESG) risks are formally considered in the
lending process. Across the Group, credit
risk managers integrate the assessment
of these risks into their analysis and
conclusions, which are subsequently
discussed with the relevant credit
committees.
Loan portfolio quality monitoring and
reporting: Timely identification of
macro and micro-level developments is
ensured through established processes
and controls. This monitoring includes a
comprehensive assessment against risk
appetite limits, supported by key risk
and early warning indicators to identify
areas of the portfolio with potentially
increasing credit risk. The Chief Risk
Officers and Credit Risk Management
departments review the portfolio’s credit
quality monthly. The Supervisory Board
Risk Committees periodically review these
analyses within the context of the broader
macroeconomic environment.
Risk management continued
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Group Companies adhere to the customer
exposure limits for corporate loans set
by their respective regulators, as well
as to internally established limits. They
actively monitor concentration levels
within the loan portfolio and the financial
performance of the largest borrowers to
maintain a well-diversified loan book. Bank
of Georgia’s top 10 borrowers accounted
for 6.6% of its gross loans to customers,
factoring and finance lease receivables
as at 31 December 2025 (6.8% as at
31 December 2024). Ameriabank’s top
10 borrowers accounted for 12.0% of its
gross loans, factoring and finance lease
receivables as at 31 December 2025 (12.4%
as at 31 December 2024).
Collateral valuation: Property and other
types of security are used to mitigate
credit risk. In Corporate and SME Banking,
collateral primarily includes liens over real
estate, property, plant and equipment,
as well as inventory, transportation
equipment, corporate guarantees,
deposits and securities. In Retail Banking,
loans to individuals are primarily secured
by residential property. At 31 December
2025, 79.8% of Bank of Georgia’s and
81.0% of Ameriabank’s gross loans,
finance and factoring lease receivables
were collateralised.
Group Companies monitor the market
value of collateral during reviews of the
adequacy of the allowance for ECL. For
provisioning purposes, a discount to the
current market value of assets is applied
to reflect the liquidation value of collateral.
Collateral is appraised either by reputable
third-party firms or, in the case of Bank
of Georgia, by a dedicated internal Asset
Evaluation department. The appraisal
report is submitted to the relevant Credit
Committee as part of the loan application
package, which also includes a report from
the Credit Risk Officer.
Restructuring and collections: Group
Companies assist borrowers facing
financial difficulty by offering tailored
solutions, such as loan restructuring, to
help them meet their obligations and
return to a performing status. As part of
their overall collection activities, Group
Companies also utilise certain measures
for managing delinquencies at an early
stage. For instance, Bank of Georgia has
developed a process where automated
restructuring offers are proactively
delivered to clients for certain products
that reach a defined delinquency threshold
through digital channels. If no agreement
is reached, banks initiate collateral
repossession through court, arbitration or
notary procedures.
ECL measurement: The Group determines
Expected Credit Loss (ECL) allowances in
accordance with the IFRS 9 framework,
which incorporates forward-looking
macroeconomic scenarios to estimate
credit losses. Under this framework,
financial instruments that are credit-
impaired on initial recognition are
classified as Purchased or Originated
Credit-Impaired (POCI). These assets
retain their POCI classification until
derecognition, and a lifetime ECL
is recognised for them throughout
this period, regardless of subsequent
improvements in credit quality. For all
other financial instruments, the Group
applies the following three-stage
approach to measure ECL:
At the reporting date, if the exposure
is not credit-impaired and there has
been no significant increase in credit
risk since initial recognition, the Group
recognises a credit loss allowance
equal to the 12-month ECL.
At the reporting date, if the exposure
is not credit-impaired but there has
been a significant increase in credit
risk since initial recognition, the Group
recognises a credit loss allowance
equal to the lifetime ECL.
At the reporting date, if the exposure
is credit-impaired, the Group
recognises a loss allowance equal
to the lifetime ECL, assuming a
Probability of default (PD) of 100%
for such financial instruments.
Stage 1
Stage 2
Stage 3
The Group calculates Expected Credit
Losses (ECL) based on the Probability of
Default (PD), Loss Given Default (LGD),
and Exposure at Default (EAD), following
standard practice. LGD is estimated
either collectively or individually, based on
the client’s exposure size. For collective
assessments, the portfolio is segmented
into homogeneous groups to improve
accuracy. ECL is the probability-weighted
sum of outcomes under baseline, upside,
and downside economic scenarios. Staging
and ECL incorporate both internal and
external information, including credit
ratings, financial statements, days past
due, and economic forecasts. If credit risk
improves and ECL decreases, previously
recognised losses are reversed accordingly.
Counterparty risk: The Group is exposed
to counterparty credit risk – the risk of loss
from a counterparty failing to meet its
contractual obligations – through activities
including inter-bank lending, foreign
exchange settlements, trade finance, and
investments in securities. To manage this
risk, Group Companies establish individual
counterparty limits based on credit ratings
and risk profiles, alongside country limits
to control concentration. Exposures
are monitored daily, and breaches are
escalated to Executive Management.
Reflecting this prudent management,
as at 31 December 2025, 94.9% of Bank
of Georgia’s and 96.9% of Ameriabank’s
inter-bank exposure was to investment-
grade counterparties.
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 stressed 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
Funding availability in emerging markets
is subject to shifts in investor confidence,
which can affect both pricing and access
for the Group. Unfavourable market
conditions may exert pressure on liquidity,
particularly if liquid assets become illiquid
or lose value. In such cases, alternative
funding options can be limited in the
Georgian and Armenian inter-bank
markets and may involve additional pricing
risks. The Group also faces risks from the
potential for rapid, large-scale deposit
outflows or the utilisation of off-balance-
sheet commitments during periods of
significant political or economic instability.
The Group maintains a diverse funding
base comprising short-term sources
(including retail and corporate deposits,
as well as inter-bank and central bank
borrowings) and longer-term sources
(including retail and corporate term
deposits, borrowings from International
Financial Institutions (IFIs) and issued
debt securities). Client deposits and notes
remain the key sources of funding for
Group Companies. In November 2025,
Bank of Georgia successfully issued GEL
450 million of 11.5% senior unsecured
notes, denominated in GEL, which further
contributed to funding diversification. As
at 31 December 2025, the Group’s long-
term funding comprised 44.1% deposits,
35.6% amounts owed to credit institutions,
and 20.3% debt securities.
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Group Companies maintain strong
relationships with and benefit from
the support of IFIs and private asset
managers, ensuring a solid funding pipeline
for the next 12 months.
Liquidity and funding positions of
Group Companies remained strong
throughout the period, the Liquidity
Coverage Ratio (LCR) and Net Stable
Funding Ratio (NSFR) for Bank of
Georgia and Ameriabank exceeding the
100% regulatory minimum. In response
to political tensions, Bank of Georgia
proactively increased its liquidity buffers
in the fourth quarter of 2024, maintaining
these elevated levels during 2025. As at
31 December, Bank of Georgia’s LCR stood
at 147.7% and its NSFR at 134.1%, while
Ameriabank’s LCR stood at 249.9% and its
NSFR at 127.3%.
Mitigation
Governance: The Board receives regular
updates on the Group’s liquidity and
funding position during its scheduled
meetings and as part of the quarterly
results approval process.
At a committee level, funding and liquidity
risk management is governed by the
Asset-Liability Committees (ALCOs)
of the respective Group Companies.
The ALCOs approve the liquidity risk
management frameworks and oversee
their implementation. The risk appetite
limits defined within these frameworks
require ultimate approval from the
respective Supervisory Boards.
This governance is supported by a clear
segregation of duties within Group
Companies. The Finance function acts as
the first line of defence, responsible for
the day-to-day management of liquidity
and funding positions, and managing the
liquidity buffer. The Risk function serves
as the second line of defence, providing
independent oversight by developing
policies, standards and guidelines, defining
risk appetite, and reporting on the risk
profile to the ALCOs.
Monitoring and reporting: Group
companies perform daily monitoring
of market and internal early-warning
indicators to detect signs of liquidity
stress. The liquidity position is reported
monthly to Executive Management and
the respective Asset-Liability Committees
(ALCOs). Furthermore, the Board’s Risk
Committee reviews the liquidity risk
profile on a quarterly basis as part of its
comprehensive risk dashboard review.
Risk appetite: The risk appetite framework
defines tolerance for liquidity risk, in
line with established liquidity adequacy
principles. This tolerance is quantified
through specific metrics that are approved
by the respective Supervisory Boards and
subject to annual review. This process
enables the timely identification of
potential deviations from the desired risk
profile, thereby triggering proactive risk
management actions.
Funding and liquidity management:
Liquidity risk is managed through
comprehensive frameworks, approved by
the respective ALCOs, which model the
ability to meet payment obligations under
both normal and stressed conditions. Bank
of Georgia has also developed a detailed
liquidity contingency plan, which defines
specific risk indicators and mitigation
actions to enable the early detection of,
and response to, liquidity pressures.
Liquidity stress testing: Both Bank of
Georgia and Ameriabank have developed
Internal Liquidity Adequacy Assessment
Processes (ILAAP), incorporating stress
testing to evaluate the adequacy of
liquidity buffers under idiosyncratic,
systemic, and combined stress scenarios.
These scenarios cover all key liquidity
drivers and are regularly reviewed to
ensure their continued relevance.
Capital risk
Capital risk is the risk of failure to
deliver business objectives, meet
regulatory requirements, and/or
meet market expectations due to
insufficient capital.
Key drivers and developments
Bank of Georgia adheres to the NBG’s
capital adequacy regulation based
on Basel III guidelines with regulatory
discretion. Requirements include Pillar 1, a
combined buffer (systemic, countercyclical,
conservation), and Pillar 2 buffers
(concentration, General Risk Assessment
Programme (GRAPE), Currency-Induced
Credit Risk (CICR), Credit Risk Adjustment
(CRA), stress-test). Ameriabank is subject
to Pillar 1 requirements, with the CBA
planning to introduce Pillar 2 in the future.
Since March 2023, Bank of Georgia
has been 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 USD 300 million placement
of 9.5% perpetual Additional Tier 1 (AT1)
notes in April 2024 demonstrate Bank
of Georgia’s strong capital position and
internal capital generation.
Following a decision by the CBA on
23 September 2025 (published on
6 October and effective from 15 October
2025), the regulatory framework was
expanded to recognise Additional Tier 1
(AT1) capital instruments as an eligible
component of bank capital. Consequently,
in February 2026 Ameriabank enhanced
its capital position by successfully placing
inaugural USD 50m 8.5% Additional Tier 1
capital notes.
Group Companies maintained capital
adequacy ratios above their minimum
regulatory requirements as at
31 December 2025 (see pages 126 and 127).
Mitigation
Governance: The Board maintains
oversight of the capital positions of Group
Companies through regular quarterly
updates. It also reviews the potential
impact of various scenarios to inform
capital return decisions.
Day-to-day capital risk management
is handled by the Finance departments
as the first line of defence, while Risk
Management units serve as the second
line, setting capital risk frameworks and
ensuring their effective implementation
within Group Companies.
Risk appetite: Group Companies manage
capital risk through a framework of
bank-level limits aligned with defined
risk appetites, which are approved by
the respective ALCOs and Supervisory
Boards. Monitoring occurs at multiple
levels: monthly reviews by the ALCOs
are complemented by quarterly reviews
at both the local Supervisory Board
and the Board’s Risk Committee levels.
Demonstrating this prudent approach,
each Group Company maintains a distinct
capital management policy aligned with
its strategic objectives. This governance
includes the monitoring of key capital
adequacy metrics by the respective ALCOs
and Supervisory Boards, including the
level of internal capital buffers held above
regulatory minimums.
Capital management: Both Bank of
Georgia and Ameriabank maintain an
Internal Capital Adequacy Assessment
Process (ICAAP), approved by their
respective Supervisory Boards and
overseen by their ALCOs. Through this
process, which includes annual risk
assessments, the banks ensure they
hold sufficient capital to cover material
risks from a normative (supervisory)
perspective. Bank of Georgia’s ICAAP also
incorporates an economic (internal) capital
perspective.
Risk management continued
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These capital adequacy assessments are
complemented by regulatory recovery
plans at each Group Company. These
plans establish a framework of early-
warning indicators to enable the proactive
identification of capital concerns and
ensure timely mitigation.
Capital stress testing: Group Companies
conduct capital stress tests using a range
of diverse but plausible adverse scenarios.
The design and calibration of these
scenarios are tailored to the objective of
each test, whether for internal capital
planning, strategic decision-making or
regulatory compliance.
Planning and forecasting: Capital
forecasts are updated fortnightly at Bank
of Georgia and monthly at Ameriabank.
Both updates incorporate key inputs such
as business expectations, portfolio quality
forecasts, market conditions, emerging
trends, and anticipated strategic changes.
Market risk
Market risk is the risk of financial
loss resulting from movements in
market variables that affect the
fair value or future cash flows of
financial instruments. This risk
primarily arises from mismatches
in the maturity, currency or interest
rate characteristics of assets and
liabilities, all of which are exposed to
market fluctuations.
Key drivers and developments
Volatility in the GEL and AMD can expose
the Group to foreign currency risk, which
can adversely affect its financial position.
This risk is managed by controlling the size
of net open currency positions. For Bank
of Georgia, this position is capped by the
National Bank of Georgia (NBG) at 20%
of its regulatory capital. For Ameriabank,
the corresponding limit set by the Central
Bank of Armenia (CBA) is 10% of its
regulatory capital.
The Group is also exposed to interest rate
risk which arises from mismatches in the
repricing tenors of its fixed and floating-
rate assets and liabilities. Consequently,
changes in market interest rates can
impact the Group’s net interest income by
widening or narrowing interest margins.
Mitigation
Governance: Within Group Companies,
market risk governance is provided by
the respective ALCOs and Supervisory
Boards, which approve the risk appetite
and oversee its implementation. This is
supported by the Risk functions, acting as
the second line of defence.
Its responsibilities include developing the
risk management framework and policies,
defining the risk appetite, and conducting
independent risk profile reviews, with its
findings reported to the ALCOs.
Risk appetite: Group Companies
manage currency and interest rate risk
through an appetite framework defined
by quantitative limits. These limits are
approved by the respective ALCOs and
Supervisory Boards, and compliance
is monitored via risk profile reviews
conducted at least quarterly.
Market risk management: The respective
ALCOs set market risk exposure limits by
currency and monitor compliance with
the approved risk appetite frameworks.
As part of this process, exposures and
key metrics are regularly tested against
a range of plausible adverse scenarios.
Currency risk is actively managed through
the allocation of risk appetite limits for
open currency positions. To measure
and monitor these exposures, Group
Companies employ Value at Risk (VaR)
analysis based on historical simulation.
This methodology assesses the potential
impact of adverse market movements,
providing a key input for managing foreign
exchange risk within the established limits.
Interest rate risk is managed through
policies approved by the respective
Supervisory Boards, which aim to protect
capital and earnings from adverse rate
movements. This involves setting limits
on the sensitivity of Net Interest Income
(NII) and Economic Value of Equity (EVE)
as well as on negative mark-to-market
revaluations for trading book exposures,
The ALCOs monitor these metrics to
manage the Net Interest Margin (NIM),
translating the approved risk appetite
into operational limits and early-warning
indicators for proactive management.
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 operates across multiple
jurisdictions, facing evolving and
sometimes unpredictable legal and
regulatory requirements. As a company
listed on the Main Market of the London
Stock Exchange, the Group adheres to the
regulations of the UK Financial Conduct
Authority and the Listing Rules. In their
respective countries of operation, the
Group’s principal operating subsidiaries
are supervised by their local central
banks: Bank of Georgia is regulated by
the National Bank of Georgia (NBG), and
Ameriabank is regulated by the Central
Bank of Armenia (CBA).
Mitigation
Governance: The second line of defence
within Group Companies comprises Bank
of Georgia’s Legal and Compliance function
units under the CLO, and Ameriabank’s
Operational Control under CEO supervision.
These units challenge first-line compliance
risk management, establish compliance
policies and coordinate risk identification,
assessment, documentation, reporting
and mitigation for processes and products.
Compliance risk management framework:
Group Companies follow established policies
and procedures that define principles,
standards, roles and responsibilities
for independent compliance functions.
Internal Audit provides oversight through
regular reviews of frameworks and
policies. During the reporting period,
the Group updated its Anti-bribery and
Anti-corruption (ABC Policy) Policy to
the revised Anti-bribery, Anti-corruption
and Anti-fraud Policy (ABCF Policy), to
reflect the legislative changes enacted
by the Economic Crime and Corporate
Transparency Act 2023.
Following a bank-wide Anti-bribery and
Corruption (ABC) risk assessment, Bank of
Georgia updated its corresponding policy
to incorporate the findings. To embed these
enhancements across the organisation,
mandatory employee training modules on
Ethics, ABC and Conflict of Interest (COI)
were revised. The Bank also modernised
its digital Gift Declaration Portal to
strengthen its internal control framework.
Monitoring and reporting compliance risk:
The Group prioritises compliance risk
measurement and management through
ongoing monitoring, assessment and
reporting by Compliance and Legal Risk
Management (Bank of Georgia) and
Operational Control Service (Ameriabank).
The Group Chief Legal Officer (CLO)
reports significant regulatory and
legal changes and material regulatory
inspections to the Board quarterly.
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Regulatory change management: As
part of its integrated control framework,
the Group systematically assesses the
impact of legislative and regulatory
changes during formal risk assessments.
A dedicated change management system
enables timely identification of legal
amendments and facilitates appropriate
departmental responses. The Group
implements changes through formal
action plans with structured follow-up.
Effective regulatory engagement is
ensured through direct dialogue with
regulators or via Banking Association
channels – primarily the NBG for Bank
of Georgia and the CBA for Ameriabank.
The Group CLO provides quarterly updates
to the Board on regulatory developments
and implementation progress across key
jurisdictions.
Conduct risk management framework:
The Group upholds a Code of Conduct
and Ethics applicable to all subsidiaries,
which was updated during the reporting
period. At Bank of Georgia, the Customer
Protection Standard covers all stages
of the product and services lifecycle,
requiring transparent product offerings
and clear, accurate communications to
support informed customer decisions.
Bank of Georgia’s Customer Claims
Management procedure handles customer
complaints, and the Legal Consulting unit
serves as the second line of defence –
ensuring that 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 Human Rights
and Ethics Committee to ensure they are
properly handled and remediation plans
are established.
At Ameriabank, an independent
Service Quality Assurance department
manages customer claims, oversees
the entire process, and initiates process
improvements. As the second line of
defence, it also reviews proposed changes
to products, services and tariffs to prevent
adverse client impacts.
Recurring claims potentially indicating a
systemic issue, as well as whistleblower
reports, are investigated and reported
quarterly to the Audit Committee.
In 2025, Ameriabank launched a new
anonymous tool designed as an early
warning mechanism to facilitate the
early identification and resolution of
potential risks.
Group Companies ensure that related
party transactions follow the “arm’s length”
principle as defined by their respective
regulators. Transaction terms are pre-
determined under special internal acts,
with deviations requiring Supervisory Board
approval. At Bank of Georgia, certain cases
– such as aggregate risk positions exceeding
GEL 500,000 with respect to a single
related party, or collateral replacement –
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 evolving
globally, with the Group facing stringent
regulatory and supervisory requirements.
The Group is committed to protecting
financial system integrity, safeguarding
customers, and combating financial crime
through ongoing investments in expertise,
tools and systems.
Georgia and Armenia’s geographical
location and regional geopolitical context
necessitate an elevated focus on sanctions
compliance for financial institutions.
This proximity increases the potential for
sanctioned entities to attempt to exploit
Georgian and Armenian financial systems
to circumvent international restrictions.
Consequently, Group Companies have
strengthened compliance frameworks
and enhanced due diligence measures to
proactively identify, manage and mitigate
these risks.
Mitigation
Governance: Within Group Companies,
the second line of defence, comprising
risk management units, develops policies,
standards, guidelines and compliance
systems; monitors sanctions evasion and
money laundering/terrorist financing
(ML/TF) risks; and oversees related risk
management processes. Within each
principal subsidiary, the Anti-money
Laundering (AML) and Sanctions
Compliance department includes a
dedicated assurance unit responsible
for regularly assessing the effectiveness
of the bank-wide controls. The third line
of defence – Internal Audit functions –
independently assesses AML and sanctions
compliance to ensure regulatory adherence
and safeguard financial integrity.
Bank of Georgia has also established an
AML/Sanctions Compliance Committee
to provide ongoing oversight of ML, TF and
sanctions risks.
Tax risk is managed by dedicated tax
functions across Group Companies. Lion
Finance Group PLC has adopted a Tax
Strategy applicable to itself and its UK
subsidiaries, with its principles consistently
applied throughout the Group.
Risk appetite: The Group operates
a comprehensive financial crime risk
management programme designed to
prevent its use for criminal and terrorist
activities and to protect its reputation.
This programme is operationalised at
the subsidiary level through defined
risk appetites, which are approved by
the respective Supervisory Boards. This
ensures that all business units, support
functions and subsidiaries assess the
impact of their activities on the Group’s
risk profile and act in line with its
established principles.
Monitoring and reporting: Active
monitoring and timely reporting of
financial crime risks are central to the
effectiveness of the programme. Key
risk exposures related to AML/CFT
and sanctions are reported monthly to
Executive Management. Formal reports
are also presented quarterly to both the
Audit Committee and the Risk Committee,
ensuring robust Board-level oversight.
These reports utilise both quantitative
and qualitative dashboards to track the
effectiveness of controls and inform timely
risk mitigation actions.
Anti-money laundering: Group Companies
maintain risk-based AML/CFT frameworks
aligned with local and relevant foreign
legislation, incorporating international
standards and recommendations set by
the Financial Action Task Force and other
relevant global bodies.
The Group has deployed significant
resources to enhance its ML/TF risk
management capabilities, including the
use of advanced analytics and transaction
monitoring tools, as well as enhancements
to offline reporting mechanisms. The
reporting processes for Cash Transaction
Reports and Suspicious Transaction
Reports are fully automated.
Mandatory employee training programmes
have been intensified to improve
awareness and understanding of AML/CFT
obligations. AML risk appetite metrics are
closely monitored and regularly reviewed
within Group Companies to ensure
alignment with their defined risk tolerance.
Risk management continued
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Bribery and corruption: The Group is
committed to preventing bribery and
corruption through robust policies,
processes and controls, maintaining
a zero-tolerance approach to non-
compliance with its ABC policies. Beyond
ABC compliance, the Group also follows
a Code of Conduct and Ethics, serving as
an employee reference. To uphold these
standards, Group Companies ensure
that all employees complete mandatory
training on Anti-Bribery and Corruption.
As a minimum requirement across the
Group, this training is completed during
the employee onboarding process,
establishing a baseline of understanding
and accountability from the outset of
employment. At Bank of Georgia, this
framework is further strengthened
by biennial refresher training, which
includes a comprehension test and a
signed acknowledgment to reinforce
accountability.
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 (OFAC), the EU,
the 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 due diligence
processes to address rapidly evolving
sanctions regimes, strengthening
transaction screening, monitoring,
onboarding and documentation review.
The Group’s 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 continuously
improves customer due diligence and
transaction monitoring, encompassing
risk-based scenario monitoring, alert
handling and suspicious activity reporting.
Group-wide AML/CFT and sanctions
risk assessments evaluate inherent risk,
control effectiveness and residual risk.
Automated customer risk assessment
ensures comprehensive risk management
throughout the business relationship
lifecycle. Group Companies conduct
rigorous, periodic due diligence on their
existing client base. During onboarding,
detailed information on corporate clients’
ownership structures, ultimate beneficial
owners, and sources of funds and wealth
is gathered.
High-risk clients, including politically
exposed persons and virtual asset service
providers, those subject to adverse
media coverage or performing unusual
or cryptocurrency-related transactions,
or those living and working in countries
or sectors with an inherently higher risk
of financial crime, undergo enhanced due
diligence. To mitigate risks associated with
cryptocurrency, the Group has restricted
international transactions involving virtual
assets or virtual asset service providers.
Fraud risk: To mitigate fraud risk, the
Group implements:
• Know Your Employee procedures,
including screening requirements at
recruitment, employment and departure
stages, 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 informing
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 risks are a growing
global threat, particularly for the financial
services sector. Successful attacks could
impact the Group’s customers, employees,
subsidiaries, and partners. Potential
negative impacts include data breaches,
financial losses, regulatory penalties and
reputational damage.
Malicious actors focus on:
• Zero-day attacks exploiting previously
unknown vulnerabilities.
• Sophisticated brand impersonation
attacks.
• Targeting systems where the Group
lacks direct cybersecurity control
(customer and third-party systems).
• Employee non-compliance with policies,
procedures and technical controls.
Due to Bank of Georgia’s role as part
of Georgia’s critical infrastructure
and Ameriabank’s leading position in
Armenia, attacks could have national-
level impacts. The Group’s 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.
Positively, the Group’s robust practices
protect customers’ rights and build trust,
contributing to greater financial inclusion
and digital security.
Group Companies successfully completed
their ISO 27001 certification journey (an
international standard for information
security management) and acquired the
certificate in 2025, demonstrating their
strong commitment to robust information
security management practices.
Data protection is driven by regulatory
requirements, the imperative to maintain
customer trust, and the commitment to
responsible innovation. Key developments
include rising stakeholder expectations
for transparency and the emergence
of new risks associated with advancing
technologies like Artificial Intelligence (AI).
In response, the Group continually refines
data protection practices to address the
evolving risk landscape.
Mitigation
Governance: Within Group Companies,
Information Security functions serve
as the first line of defence. They adhere
to internal policies and procedures,
conducting routine risk assessments,
vulnerability scans and penetration tests
to identify system and infrastructure
vulnerabilities. This work prevents
unauthorised access and enables real-
time monitoring for prompt detection
and response to security incidents. The
Risk functions act as the second line of
defense, regularly assessing the design
and operational effectiveness of security
controls. Risk units provide oversight,
guidance and support to business units,
ensuring information security risks are
effectively identified, assessed and
managed, and monitoring compliance with
internal policies and external regulations.
Data protection governance is driven
from the highest levels across the
Group, with established processes for
ensuring Board-level oversight. While
the principle is consistent, the specific
reporting structures are tailored to each
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subsidiary’s governance model. At Bank of
Georgia, this involves dedicated quarterly
reporting to the Audit Committee and
a comprehensive annual review of the
privacy programme by the Supervisory
Board. At Ameriabank, oversight is
achieved through quarterly reports to
respective Supervisory Board as part of
the broader IT and Information Security
risk overview.
The day-to-day responsibility for
implementing privacy policies is also clearly
defined within each Group Company.
Bank of Georgia employs a distinct three
lines of defense model, where business
units act as the first line, supported by a
specialised Privacy Office, led by the Data
Protection Officer (DPO), which functions
as the second line. At Ameriabank, these
responsibilities are collectively managed
by the Information Security, Technical
Security and Legal departments, which
oversee the implementation and updating
of privacy policies.
Risk appetite: Information security risk is
measured against predefined risk appetite
metrics and thresholds to minimise
data and security breach exposure. Risk
profiles are monitored monthly against
appetite and reported to local Executive
Management on at least a quarterly basis,
and quarterly to Supervisory Boards.
Monitoring and reporting: Internal Audit
functions provide risk-based independent
assurance on risk management adequacy
and effectiveness. Information security
appears regularly on Risk Committee
agendas, and Group Companies engage
external parties for regular cybersecurity
audits and penetration tests.
Zero-day attacks: Group Companies
monitor zero-day vulnerability
announcements affecting their systems,
addressing them promptly when detected.
They employ a “defense in depth”
approach with multiple complementary
security layers that activate when others
fail. Bank of Georgia 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
its cybersecurity posture and reflecting a
proactive approach to managing risks.
Customer-targeted phishing: Malicious
actors may carry out successful customer-
targeted phishing attacks through fake
websites, social networks, emails and
other channels. Group Companies enhance
information security controls to detect
unauthorised account access and run
awareness campaigns helping customers
and the public recognise and respond to
phishing attempts.
Supply chain cyber attack: Group
Companies perform third-party provider
due diligence, ensuring security and data
protection controls before engagement
and conducting annual compliance
monitoring. Exit procedures protect
information confidentiality, integrity and
availability.
Employee policy adherence: Annual
mandatory information security training
for all employees includes tailored remote
work security courses. Group Companies
conduct quarterly phishing campaigns
testing employee detection and response
capabilities.
Access management: Group Companies
implement role-based access control,
automating employee onboarding and
rotation processes while restricting
network access based on least privilege
principles. Semi-annual privileged user
evaluations and annual access rights
reviews occur in each department. Third
parties receive privileged access only
with justified business needs, requiring
multi-factor authentication and privileged
access management monitoring.
Information security incident response:
To mitigate key risks, 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. Group
Companies have strengthened their
defences with vandal-resistant backup
storage to protect core database backups
from internal and external threats.
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
• DDoS attack simulation
• Self-assessments
• Internal and external audits
These assessments give insight into how
effectively the policies and processes have
been implemented.
Personal data protection: Group
Companies have responded to changes in
respective jurisdictions by implementing
enhanced data protection measures,
including policy updates, process reviews,
training programmes and customer
communication. To ensure compliance and
adherence, Group Companies regularly
consult with respective supervisory
authorities regarding these obligations.
These actions have significantly mitigated
data processing risks and enhanced
data security standards, ensuring robust
personal data protection.
Operational risk
Operational risk is the risk of financial
and/or non-financial loss from
inadequate and/or failed internal
processes, people, systems, or
from external events. This includes
human capital risk: the potential for
ineffective human capital policies
or processes to cause operational
disruption, financial loss and
reputational damage, and hinder the
delivery of strategic objectives.
Operational losses may result from:
• Internal fraud
• External fraud
• Business disruption and system
failures
• Employment practices and
workplace safety
• Clients, products and business
practices
• Physical asset damage
• Execution, delivery and process
management
• Third party risks
Key drivers and developments
Evolving customer expectations and
new technologies compel banks to
adapt business models and address new
operational risks. The rapid pace of change
and the need for innovation demand new
technologies and careful management of
technology deployment.
As major business processes digitise,
operational resilience becomes increasingly
critical. Significant disruptions to vital
services can cause material business
impacts, including financial loss,
reputational damage and business
continuity threats. External factors such
as cyberattacks and dependencies on
critical vendors and outsourced services
can drive vulnerabilities. Operational
resilience will continue to gain importance
as technology increasingly shapes financial
service provision.
Employees remain crucial to the Group’s
success, supporting innovation and growth.
To bolster digital capabilities and AI-driven
decision-making, the Group prioritises
attracting and retaining skilled talent and
developing leaders for succession planning.
Risk management continued
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Mitigation
Governance: For Group Companies, the
first line of defence consists of structural
units responsible for identifying and
assessing operational risks and establishing
appropriate controls to mitigate them.
Operational risk management units form
the second line of defence, providing
oversight and risk guidance. Internal
Audit functions serve as the third line,
independently assessing operational risk
and events in business processes.
Human Capital Management functions
within Group Companies develop policies
and frameworks for risk management and
legal compliance, monitoring and reporting
human capital risks to the respective
Executive Management and Supervisory
Boards as well as to the Group’s Board
of Directors.
Risk appetite: Group Companies have
established operational risk appetites.
Bank of Georgia also has a Supervisory
Board-approved human capital risk
appetite at the bank level. Risk profiles are
monitored against these appetites and
reported to local Executive Management
on at least a quarterly basis, and quarterly
to the respective Supervisory Boards.
Monitoring and reporting: Group
Companies monitor operational risks
ongoing basis using a range of quantitative
and qualitative indicators, including key
risk indicators (KRIs), operational loss data,
risk and control self-assessments, scenario
analysis and third-party risk information.
Regular stand-alone reports are provided
to Group Companies’ respective senior
management and relevant governance
bodies to support oversight of operational
risk profile, facilitate the timely escalation
of material incidents and emerging risks,
and assess compliance with the risk
appetite and tolerance framework.
Within this broad category, a dedicated
focus is placed on human capital risk.
This is monitored through its own set of
quantitative and qualitative indicators,
including employee interviews, eNPS,
engagement scores, internal mobility, and
retention and employee turnover measures.
The results of different surveys and
measures are used to design action plans.
Operational risk framework: Group
Companies implement policies, procedures,
and frameworks to anticipate, mitigate,
control, and communicate operational
risks and internal control effectiveness.
Operational risk management units
maintain frameworks and policies, reviewed
and approved by relevant governance
bodies, to ensure alignment with recognised
industry standards such as Basel and NIST.
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.
• Third-party risk management programme
– to identify and manage risks arising
from third-party and outsourcing
arrangements through risk-based vendor
onboarding and due diligence, ongoing
risk assessment and monitoring, and
enhanced oversight of critical service
providers, including business continuity
and disaster recovery coverage.
• Scenario analysis programme – to
identify, analyse, and measure a range
of scenarios, including low-probability
and high-severity events.
• Incident management, monitoring and
reporting – operational risk incidents
and near misses are identified,
assessed and remediated, with ongoing
monitoring and regular reporting by the
Risk function to support oversight of
operational risk profile against its risk
appetite and tolerance framework.
• 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.
• Risk awareness and training programmes,
including awareness campaigns and
mandatory training – to help employees
identify existing and potential risks.
Group Companies also employ several
measures to manage human capital risk:
• Multiple recruitment channels and
university collaborations, with internship
programmes offering project experience,
mentorship and career paths.
• Succession planning and leadership
pipeline development, with annual
employee development plans and
internal mobility encouragement.
• Competitive compensation and benefits
with work-life balance, using industry
surveys to determine position-based
pay, and regular job structure updates
for clearer career paths.
• Transparent communication with
grievance policies for prompt issue
resolution, and Employee Voice meetings
with the Board to exchange ideas
and concerns.
• Hybrid working arrangements for most
back-office employees.
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.
In 2025, Bank of Georgia expanded its
use of artificial intelligence by beginning
to implement generative AI and Large
Language Models (LLMs). The introduction
of these advanced models is conducted
under the Bank’s robust model risk
management framework. This ensures
that each model undergoes thorough
validation and is subject to stringent
controls, in full compliance with the
established principles. While the current
framework provides a solid foundation,
the Bank is working on its further
enhancement to specifically address
the unique characteristics and risks of
generative models.
The CBA’s regulation regarding model
risk management 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.
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Mitigation
Group Companies have their Model
Risk Management Frameworks (MRM)
continuously reviewed and refined to
address key model risks effectively. The
MRM Policies outline:
• 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
model development, documentation,
validation, monitoring, revalidation,
backtesting, as well as comprehensive
model risk assessment and reporting.
They also encompass the critical areas
of model inventory management
and data integrity, with the
specific implementation and level
of centralisation tailored to each
subsidiary’s current operational model.
Bank of Georgia has enhanced its MRM
framework in collaboration with McKinsey
& Company, aligning it with industry
best practices and evolving regulatory
requirements.
Governance: Within Group Companies,
model owners within the first line
of defence are responsible for the
development, implementation, operation
and continuous monitoring of models.
The second line of defence – independent
from the units that develop or use
the models – is responsible for model
validation, performance oversight,
independent challenge of model adequacy
and ensuring compliance with regulatory
requirements.
Clearly defined roles and the existence of
independent validation functions within
Group Companies ensure effective risk
mitigation.
Monitoring and reporting: Material model-
related issues within Group Companies
are subject to a robust oversight process,
requiring approval from the respective
Chief Risk Officers (CROs) before being
reported to the Supervisory Boards.
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.
Model risk mitigation: 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 stakeholder value
due to 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
from changes in legal, regulatory,
macroeconomic and competitive
environments. Economic uncertainty,
the rise of global fintech, and increased
competition in financial services have
altered stakeholder expectations,
necessitating forward-looking strategic
risk management.
The Group’s expansion into Armenia in
2024 through its subsidiary Ameriabank
has added a new geographic dimension
to its operational footprint. This
diversification introduces additional risks
that require proactive monitoring and
mitigation. Moreover, integrating a major
subsidiary carries inherent strategic
risks, including the potential failure to
successfully integrate operations or realise
anticipated synergies. Accordingly, the
integration process remains a key focus of
the Group’s Executive Management and
a regular topic of discussion at the Board
level.
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
risk appetite framework, capital plans and
a recovery plan. The Group’s strategy is
ultimately approved by the Group’s Board
of Directors.
Focus on customers and innovation:
The Group mitigates strategic risks by
incorporating customer feedback in
decision-making and scanning global
competitive landscape to ensure relevant,
innovative products and offerings,
addressing current needs while creating
foundations for future client growth.
Monitoring: The Group’s Executive
Management holds regular meetings to
discuss the performance of the Group’s
core subsidiaries, the competitive
landscape, and their 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 market
environment and competitive positioning of
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 face inherent
reputational risk, primarily driven by
internal execution failures, cyber and
phishing case mismanagement, and
misalignment between Group values and
public perceptions/opinions.
Risk management continued
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Mitigation
Risk appetite: Group Companies manage
reputational risk within a defined risk
appetite that is articulated through
quantitative measures. The reputational
risk profile is subject to quarterly review
and oversight by the Supervisory Boards
of the respective Group Companies.
Mitigation: Effective systems and controls
ensure high customer service levels and
compliance. Material risks at any business
level are measured, mitigated and
monitored according to Group policies
and procedures.
To protect brand strength, marketing/PR
teams within Group Companies monitor
daily media coverage. Legal teams ensure
marketing communications comply with
internal policies and review product/
service compliance. Group Companies
regularly measure customer satisfaction
and perception through internal and
external surveys and monitor risk appetite
compliance with performance reported
to Executive Management on at least a
quarterly basis.
Group Companies also engage with
customers on information security matters,
disseminating 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 Group’s
reputation, well-documented reporting
processes with strong controls ensure
fairness and transparency. Oversight from
the Board as well as the External Auditor
ensures the Group’s financial and narrative
reporting is trustworthy.
Climate-related risk
The Group has identified climate risk
as an emerging risk and continues
to assess climate-related risks, both
transition and physical, for its client
base, and determines potential
impacts on the Group.
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, hence, 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.
In 2020, the Group identified climate
change as an emerging risk and
incorporated it into its risk inventory. Since
then, significant progress has been made
in developing the management framework
for this risk. Notably, Bank of Georgia
has developed a climate scenario analysis
toolkit to model the impact of climate risks
on its credit portfolio and has continued to
strengthen climate-related considerations
within its credit risk management
processes.
Both Georgia and Armenia have
submitted their NDCs 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
a long-term low-emissions development
strategy, declaring carbon neutrality by
2050 as an important goal. The country
is currently developing its next Nationally
Determined Contribution (NDC), which
will outline its post-2025 commitments.
In March 2025, the National Bank of
Georgia (NBG) launched the second phase
of its Sustainable Finance Roadmap
(2025–2028), introducing several updates
to the country’s sustainable finance
framework. Bank of Georgia has already
implemented a number of the roadmap’s
initiatives and continues to align its
practices with the planned measures to
support their full implementation by 2028.
Mitigation
Governance: The Group’s Board of
Directors has ultimate responsibility
for overseeing climate-related risks
and opportunities and ensuring
their integration into the strategy
and risk management of the Group
Companies. Since 2022, the Board and
its committees – including the Risk, Audit
and Remuneration Committees – have
regularly reviewed climate-related issues,
ensuring ongoing and effective oversight.
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
Group Companies’ Risk functions are
responsible for:
• Conducting research on climate,
environmental, and social-related
matters (policies, risk mitigation and
assessment methods, etc.)
• Implementing and updating
environmental and social policies,
procedures and methods.
• Identifying, assessing, managing and
mitigating climate, 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 and
supporting other departments to
implement environmental and climate-
related tasks.
• Preparing environmental and climate-
related disclosures.
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Climate-related risks mitigation: Group
Companies have adopted following
mitigating activities for climate-related
risk management framework:
• 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.
• Assessing the materiality of climate
risks on the banks’ portfolios against
selected climate change scenarios;
developing a climate risk stress-testing
framework and conducting high-
level climate stress -testing to assess
potential climate-related vulnerabilities
across portfolio and to support the
bank’s understanding of climate risks.
• Facilitating climate-related disclosure.
• Raising climate finance awareness
among clients and implementing
training for employees.
Moreover, Bank of Georgia has integrated
climate-related risks into its risk
management framework and business
resilience assessments. Its mitigating
activities also include:
• 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.
Ameriabank contributes to a sustainable
economy through three core activities:
implementing robust Environmental and
Social (E&S) risk management processes
for clients in line with IFI standards;
ensuring transparency through public
reporting; and financing a dedicated
portfolio of green assets.
Historically, Ameriabank applied its
Green Bond Framework to identify and
assess green loans in accordance with
international standards. Following the
adoption of the Group Green Finance
Framework (GFF), this now serves as the
primary basis for identifying and reporting
green financing activities.
In 2025, Armenia introduced a national
green taxonomy, which is not yet
mandatory for financial institutions.
The GFF will be updated to reflect
this taxonomy and related legislative
developments, ensuring continued
regulatory alignment, transparency and
consistency across the Group.
Risk management continued
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Going concern and Viability Statement
Going concern and Viability Statement
Going Concern Statement
Viability 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 performance as set out
on pages 3 to 4, 17 to 18, 111 to 122, and
19 to 21. 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. This assessment included stress
testing incorporating severe downside
scenarios, as well as reverse stress testing,
which examined the level of disruption that
could cause the Group to fail.
The Directors confirm that they have a
reasonable expectation that the Group,
as a whole, has adequate resources
to continue in operation for at least
12 months from the date the financial
statements are authorised for issue.
Accordingly, the Directors consider it
appropriate to adopt the going concern
basis of accounting in preparing the
accompanying consolidated financial
statements.
Provision 31 of the 2024 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 for which they have made the
assessment and why they consider that
period to be appropriate.
Assessment period
The Directors have determined that
a three-year period to 31 December
2028 is appropriate for the viability
assessment. This period aligns with
the Group’s strategic planning horizon
and the timeframe over which the
Board has reasonable visibility of the
Group’s business model and operating
environment. While the Directors have
no reason to believe the Group will not be
viable over a longer period, the inherent
uncertainty in forecasting beyond three
years makes this timeframe most
appropriate for a robust assessment.
Assessment process
In making its assessment, the Board has
considered the potential impact of severe
but plausible scenarios over the review
period, reflecting combinations of the
Group’s principal risks across its main
operating business divisions: Georgian
Financial Services (GFS) and Armenian
Financial Services (AFS). The Board also
reviewed the results of reverse stress
testing, which assessed the level of
disruption that could cause the Group to
fail.
In particular, the Board considered the
potential impact 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,
alongside rising interest rates, including
those set by the NBG, the CBA and the
US Federal Reserve Bank.
• A significant decline in real estate prices
in Georgia and Armenia.
• Liquidity risks arising from a potential
large-scale, one-off withdrawal of
customer funds in Georgia and Armenia.
• Increased operational losses, including
those resulting from cybersecurity
incidents or regulatory penalties.
• Heightened risks related to the Group’s
operations in Belarus, potentially
resulting in a full write-off of BNB.
• Potential capital outflow required from
GFS to support potential strategic or
contingency needs.
Applying these stress testing scenarios
did not result in a breach of capital or
liquidity regulatory requirements for
either GFS or AFS. This stress testing
also considered the availability and likely
effectiveness of mitigating actions that
could be taken to reduce the impact or
likelihood of the underlying risks to which
the Group is exposed. These actions
included a reduction in lending activity, the
temporary use of the capital conservation
buffer by Bank of Georgia and a
combination of buffers by Ameriabank,
a partial suspension of share buybacks
related to the share-based compensation
scheme, a temporary halt to capital
distributions, and reductions in operating
expenses.
Reverse stress testing
The Directors also considered reverse
stress scenarios, which identify the level
of disruption that would cause the Group
to breach its core capital ratios. These
extreme scenarios involved identifying
the total loss amount the business could
withstand, including events such as a
catastrophic write-off of assets and
severe runs on customer funds. The
Directors consider the circumstances
that would lead to such outcomes to be
remote and outside the scope of plausible
scenarios.
Conclusion
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 to 31 December
2028.
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Overview of financial results
Overview of financial results
Income Statement highlights
GEL thousands FY25 FY24
1
Change
y-o-y
Net interest income 2,971,741 2,360,847 25.9%
Net fee and commission income 657,487 561,662 17.1%
Net foreign currency gain 601,003 571,799 5.1%
Net other income 73,025 68,320 6.9%
Operating income 4,303,256 3,562,628 20.8%
Operating expenses (2025: adjusted) (1,526,497)* (1,222,904) 24.8%
Gain on bargain purchase
2
1,488 –* NMF
Profit from associates 1,316 1,347 -2.3%
Operating income before cost of risk (2024 & 2025: adjusted) 2,779,563* 2,341,071* 18.7%
Cost of risk (169,497) (165,253) 2.6%
Out of which initial ECL related to assets acquired in business combination
3
– (49,157) NMF
Profit before income tax expense and one-off items (2024 & 2025: adjusted) 2,610,066* 2,175,818* 20.0%
Income tax expense (417,245) (362,796) 15.0%
Profit before one-off items 2,192,821* 1,813,022* 20.9%
One-off items
4
(29,590) 672,173 NMF
Profit 2,163,231 2,485,195 -13.0%
Basic earnings per share 50.27 56.91 -11.7%
Diluted earnings per share 49.52 55.75 -11.2%
Basic earnings per share adjusted for one-offs 50.96 41.46 22.9%
Diluted earnings per share adjusted for one-offs 50.19 40.62 23.6%
* These figures differ from the audited consolidated financial statements as they exclude one-off items to better illustrate underlying performance. The excluded items are GEL
29.6m in FY25 and GEL 672.2m in FY24 (see endnote 4). The FY24 figure primarily consists of a significant one-off gain on bargain purchase associated with the acquisition of
Ameriabank, which boosted reported earnings in 2024. For the full audited consolidated financial information, please refer to pages starting on 210.
Balance Sheet highlights
Dec-25 Dec-24
Change
y-o-y
Liquid assets 18,318,956 16,484,035 11.1%
Cash and cash equivalents 4,572,046 3,753,183 21.8%
Amounts due from credit
institutions 3,552,257 3,278,465 8.4%
Investment securities 10,194,653 9,452,387 7.9%
Loans to customers, finance
lease and factoring receivables 40,065,664 33,558,874 19.4%
Property and equipment 616,839 550,097 12.1%
All remaining assets 1,868,397 1,614,882 15.7%
Total assets 60,869,856 52,207,888 16.6%
Client deposits and notes 38,629,974 33,202,010 16.3%
Amounts owed to credit
institutions 9,499,106 8,680,233 9.4%
Borrowings from DFIs 3,708,770 3,301,249 12.3%
Short-term loans from the
National Bank of Georgia 2, 667, 471 2,546,574 4.7%
Short-term loans from the
Central Bank of Armenia 136,912 153,588 -10.9%
Loans and deposits from
commercial banks 2,985,953 2,678,822 11.5%
Debt securities issued 2,999,871 2,255,016 33.0%
All remaining liabilities 1,318,662 1,055,402 24.9%
Total liabilities 52,447,613 45,192,661 16.1%
Total equity 8,422,243 7,015,227 20.1%
Book value per share 197.85 162.77 21.6%
Key ratios
FY25 FY24
ROAA (adjusted for one-off items)
4,5
4.0% 4.3%
ROAE (adjusted for one-off items)
4,5
28.4% 30.0%
Net interest margin
5
6.1% 6.3%
Loan yield
5,6
12.3% 12.4%
Liquid assets yield
5
5.1% 5.1%
Cost of funds
5
5.1% 5.0%
Cost of client deposits and notes
5
4.4% 4.1%
Cost of amounts owed to credit institutions
5
7.3% 7.9%
Cost of debt securities issued
5
7.5% 8.2%
Cost:income ratio (adjusted for one-off items)
4
35.5% 34.3%
NPLs to gross loans 2.1% 2.0%
NPL coverage ratio 57.8% 63.0%
NPL coverage ratio adjusted for the discounted
value of collateral 116.3% 119.6%
Cost of credit risk ratio
5
0.4% 0.5%
Non-performing loans ratio
GEL thousands Dec-25 Dec-24
Change
y-o-y
Group (consolidated)
NPLs (in GEL thousands) 869,446 666,859 30.4%
NPLs to gross loans 2.1% 2.0%
NPL coverage ratio 57.8% 63.0%
NPL coverage ratio adjusted for
the discounted value of collateral 116.3% 119.6%
Georgian Financial Services (GFS)
NPLs to gross loans 2.1% 2.2%
NPL coverage ratio 54.8% 62.1%
NPL coverage ratio adjusted for
the discounted value of collateral 114.6% 115.1%
Ameriabank (standalone figures)
NPLs to gross loans 2.1% 1.4%
NPL coverage ratio 68.5% 69.1%
NPL coverage ratio adjusted for
the discounted value of collateral 125.5% 137.3%
125
Lion Finance Group PLC Annual Report 2025
Additional InformationFinancial StatementsGovernanceStrategic Report
Performance highlights
The Group delivered robust results in FY25, with a record profit
before one-off items of GEL 2,192.8m (up 20.9% y-o-y) and an
ROAE (adjusted for one-off items) of 28.4%, driven by strong
loan book expansion, customer franchise growth, and sustained
profitability across its core business divisions.
The Group’s loan book reached GEL 40,065.7m as at 31 December
2025, up 19.7% y-o-y in constant currency (cc). The growth was
fuelled by strong loan book expansion across both the Georgian
(GFS) and Armenian (AFS) operations, which recorded year-on-
year constant currency increases of 16.1% and 28.0%, respectively.
Client deposits and notes totalled GEL 38,630.0m as at
31 December 2025, reflecting a 17.3% y-o-y increase in constant
currency (cc). GFS deposits rose by 14.3% y-o-y, while AFS
deposits increased by 21.9% y-o-y. This balanced growth in both
assets and liabilities underscored the Group’s strong market
position and its ability to maintain a stable and diversified funding
base while supporting loan portfolio expansion.
Asset quality remained robust across the Group, with the
Group cost of credit risk ratio at 0.4% for the full year of 2025
(0.5%FY24) and the NPL ratio broadly stable at 2.1% as at
31 December 2025 (2.0% as at 31 December 2024).
The Group’s consolidated performance for the full year of 2024
included only nine months of Ameriabank’s performance as its
income statement was consolidated from 1 April 2024. Therefore,
to see the underlying full-year performance and growth trends
of Ameriabank, see Ameriabank’s unaudited standalone financial
information on page 128.
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 (GFS), 2) Armenian Financial Services
(AFS), and 3) Other Businesses.
Georgian Financial Services (GFS)
Georgian Financial Services (GFS) mainly comprises JSC Bank of
Georgia and investment bank JSC Galt and Taggart.
Income Statement highlights
GEL thousands FY25 FY24
Change
y-o-y
Interest income 3,907,286 3,261,442 19.8%
Interest expense (1,804,626) (1,463,591) 23.3%
Net interest income 2,102,660 1,797,851 17.0%
Net fee and commission income 529,209 465,614 13.7%
Net foreign currency gain 360,878 386,797 -6.7%
Net other income 50,834 53,428 -4.9%
Operating income 3,043,581 2,703,690 12.6%
Salaries and other employee
benefits (2025: adjusted) (516,693)* (443,347) 16.5%
Administrative expenses (215,390) (204,383) 5.4%
Depreciation, amortisation and
impairment (148,485) (121,983) 21.7%
Other operating expenses (26,355) (5,744) NMF
Operating expenses (2025:
adjusted) (906,923)* (775,457) 17.0%
Profit from associates 1,316 1,347 -2.3%
Operating income before cost
of risk (2025: adjusted) 2,137,974* 1,929,580 10.8%
Cost of risk (141,510) (98,099) 44.3%
Profit before income tax expense
(2025: adjusted) 1,996,464* 1,831,481 9.0%
Income tax expense (287,781) (275,557) 4.4%
Profit before for one-off items 1,708,683* 1,555,924 9.8%
One-off items
4
(29,094) – NMF
Profit 1,679,589 1,555,924 7.9%
Balance Sheet highlights
Dec-25 Dec-24
Change
y-o-y
Cash and cash equivalents 2,720,691 1,832,228 48.5%
Amounts due from credit
institutions 2,139,551 2,423,723 -11.7%
Investment securities 8,236,145 7,886,960 4.4%
Loans to customers, finance lease
and factoring receivables 27,288,607 23,539,328 15.9%
Loans to customers, finance
lease and factoring
receivables, LC 15,822,353 13,580,484 16.5%
Loans to customers, finance
lease and factoring
receivables, FC 11,466,254 9,958,844 15.1%
Property and equipment 519,892 462,037 12.5%
All remaining assets 1,225,254 1,170,001 4.7%
Total assets 42,130,140 37,314,277 12.9%
Client deposits and notes 27,312,550 24,052,164 13.6%
Client deposits and notes, LC 14,595,833 11,355,443 28.5%
Client deposits and notes, FC 12,716,717 12,696,721 0.2%
Amounts owed to credit
institutions 6,562,242 6,712,420 -2.2%
Debt securities issued 1,800,502 1,082,831 66.3%
All remaining liabilities 769,455 475,032 62.0%
Total liabilities 36,444,749 32,322,447 12.8%
Total equity 5,685,391 4,991,830 13.9%
Risk-weighted assets (JSC Bank
of Georgia standalone) 32,187,358 29,080,593 10.7%
Key ratios
FY25 FY24
ROAA (adjusted for one-off items)
4
4.3% 4.7%
ROAA (unadjusted) 4.3% 4.7%
ROAE (adjusted for one-off items)
4
32.0% 33.5%
ROAE (unadjusted) 31.5% 33.5%
Net interest margin 5.9% 6.0%
Loan yield 12.7% 12.5%
Loan yield, GEL 15.3% 15.0%
Loan yield, FC 9.1% 9.3%
Cost of funds 5.4% 5.2%
Cost of client deposits and notes 4.7% 4.4%
Cost of client deposits and notes, GEL 7.9% 7.8%
Cost of client deposits and notes, FC 1.5% 1.2%
Cost of time deposits 7.0% 6.8%
Cost of time deposits, GEL 10.3% 10.6%
Cost of time deposits, FC 2.7% 2.3%
Cost of current accounts and demand deposits 2.6% 2.3%
Cost of current accounts and demand
deposits, GEL 5.2% 4.9%
Cost of current accounts and demand
deposits, FC 0.6% 0.4%
Cost:income ratio (adjusted for one-off items)
4
29.8% 28.7%
Cost:income ratio (unadjusted) 30.8% 28.7%
Cost of credit risk ratio 0.5% 0.4%
Cost of credit risk ratio
FY25 FY24
Total GFS 0.5% 0.4%
Retail 0.6% 0.4%
SME 0.4% 0.3%
CIB 0.3% 0.4%
* These figures exclude a one-off item of GEL 29.1m in FY25 to better illustrate underlying performance (see endnote 4).
126
Lion Finance Group PLC Annual Report 2025
Performance highlights
In FY25, GFS delivered a year of resilient and profitable growth,
successfully navigating a dynamic operating environment.
Operating income grew by a solid 12.6% y-o-y to reach
GEL3,043.6m, demonstrating the fundamental strength of its
core business.
The performance was primarily driven by solid growth in core
revenue streams. Net interest income was the main engine,
surging by 17.0% y-o-y to GEL 2,102.7m, fuelled by an expanding
loan portfolio. This was complemented by a solid showing in
net fee and commission income, which rose 13.7% y-o-y to GEL
529.2m. Notably, this fee growth was enhanced by the successful
renegotiation of more favorable terms with international
payment systems for all of 2025 and going forward. However,
the overall top-line was partly offset by a decline in net foreign
currency gains, reflecting lower market volatility during the year.
Net interest margin for the full year remained broadly stable at
5.9%, representing a modest 10bps y-o-y decline, as higher loan
yields were largely offset by an increase in the cost of funds.
On the expense side, operating expenses (adjusted for a one-
off item) increased by 17.0% y-o-y to GEL 906.9m. During 2025,
Bank of Georgia posted quarterly GEL 4.4m contribution to the
Resolution Fund, a regulatory requirement introduced by the
NBG for all commercial banks effective from January 2025
7
.
Additionally, 2025 saw several executive manager departures
which accelerated recognition of unvested share-based awards.
Excluding the Resolution Fund payments and the effect of
executive departures, operating expenses at GFS would have
increased by 13.1% y-o-y.
Overall, GFS reported profit before one-off items of GEL
1,708.7m, marking a 9.8% y-o-y increase. Profitability remained
strong, with an ROAE (adjusted for one-off items) of 32.0% for
the full year of 2025.
Portfolio highlights
Portfolio highlights: loans to customers,
finance lease and factoring receivables
Change
y-o-y
(constant
currency)Dec-25 Dec-24
Change
y-o-y
Total GFS 27,288,607 23,539,328 15.9% 16.1%
Retail 12,190,163 10,203,425 19.5% 19.4%
Mortgages 5,139,094 4,498,321 14.2% 14.2%
Consumer loans 6,190,599 4,987,39 9 24.1% 24.4%
Other loans 860,470 717,705 19.9% 17.8%
SME 5,4 47,299 5,011,108 8.7% 8.2%
CIB 9,651,145 8,324,795 15.9% 16.8%
Portfolio highlights:
customer deposits and notes
Change
y-o-y
(constant
currency)Dec-25 Dec-24
Change
y-o-y
Total GFS 27,312,550 24,052,164 13.6% 14.3%
Retail 16,385,011 14,422,359 13.6% 14.8%
SME 2,526,790 2,146,585 17.7% 17.9%
CIB 8,081,092 6,578,858 22.8% 23.4%
Corporate Center 421,957 971,961 -56.6%
Eliminations (102,300) (67,599) 51.3%
Throughout 2025, GFS maintained its growth trajectory,
delivering a strong and balanced expansion of its balance sheet.
GFS’s loan portfolio reached GEL 27,288.6m as at 31 December
2025. This represents a 16.1% y-o-y increase on a constant
currency basis. As at 31 December 2025, 58.0% of the loan book
was denominated in GEL (57.7% as at 31 December 2024).
On the funding side, GFS also recorded a strong increase in
its deposit base. Client deposits reached GEL 27,312.6m as
at 31 December 2025, representing a 14.3% y-o-y growth on
a constant currency basis. Notably, 53.4% of deposits were
denominated in GEL as at 31 December 2025 (47.2% as at
31 December 2024).
Liquidity
Dec-25 Dec-24
IFRS-based NBG Liquidity Coverage Ratio
(Bank of Georgia) 147.7% 138.6%
IFRS-based NBG Net Stable Funding Ratio
(Bank of Georgia) 134.1% 130.7%
Bank of Georgia’s liquidity and funding profile remained robust
throughout the period. The NBG LCR and NSFR were maintained
at levels comfortably above the 100% minimum regulatory
requirements.
Capital position
At 31 December 2025, Bank of Georgia’s Basel III CET1, Tier
1, and Total capital ratios stood at 17.6%, 20.5%, and 22.0%,
respectively, all comfortably above the minimum requirements of
15.2%, 17.3%, and 20.2%, respectively.
Armenian Financial Services (AFS)
Armenian Financial Services (AFS) comprises Ameriabank CJSC
Income Statement highlights
GEL thousands FY25 FY24
1
Change
y-o-y
Interest income 1,348,723 794,616 69.7%
Interest expense (530,468) (287,585) 84.5%
Net interest income 818,255 507,031 61.4%
Net fee and commission income 115,091 89,922 28.0%
Net foreign currency gain 145,340 128,032 13.5%
Net other income 12,132 3,927 NMF
Operating income 1,090,818 728,912 49.7%
Salaries and other employee
benefits (369,010) (268,547) 37.4%
Administrative expenses (71,415) (47,737) 49.6%
Depreciation, amortisation and
impairment (59,887) (40,818) 46.7%
Other operating expenses (3,186) (5,400) -41.0%
Operating expenses (503,498) (362,502) 38.9%
Operating income before cost
of risk (2024: adjusted) 587,320 366,410* 60.3%
Cost of risk (22,982) (63,182) -63.6%
Out of which initial ECL related
to assets acquired in business
combination
3
– (49,157) NMF
Profit before income tax expense
(2024: adjusted) 564,338 303,228* 86.1%
Income tax expense (111,974) (73,072) 53.2%
Profit before one-off items 452,364 230,156* 96.5%
One-off items
4
– 672,173 NMF
Profit 452,364 902,329 -49.9%
* These figures exclude a one-off item of GEL 672.2m in FY24 to better illustrate
underlying performance (see endnote 4).
Overview of financial results continued
127
Lion Finance Group PLC Annual Report 2025
Additional InformationFinancial StatementsGovernanceStrategic Report
Balance Sheet highlights
Dec-25 Dec-24
Change
y-o-y
Cash and cash equivalents 950,577 1,409,223 -32.5%
Amounts due from credit
institutions 1,389,444 821,779 69.1%
Investment securities 1,794,826 1, 447,558 24.0%
Loans to customers, finance lease
and factoring receivables 11,818,695 9,265,005 27.6%
Loans to customers, finance
lease and factoring
receivables, LC 6,770,754 5,457,699 24.1%
Loans to customers, finance
lease and factoring
receivables, FC 5,047,941 3,807,306 32.6%
Property and equipment 78,285 74,671 4.8%
All remaining assets 520,441 352,476 47.7%
Total assets 16,552,268 13,370,712 23.8%
Client deposits and notes 9,630,051 7,949,083 21.1%
Client deposits and notes, LC 5,832,351 4,527,568 28.8%
Client deposits and notes, FC 3,797,700 3,421,515 11.0%
Amounts owed to credit
institutions 2,909,876 1,956,445 48.7%
Debt securities issued 1,186,478 1,155,679 2.7%
All remaining liabilities 496,458 541,068 -8.2%
Total liabilities 14,222,863 11,602,275 22.6%
Total equity 2,329,405 1,768,437 31.7%
Risk-weighted assets
(Ameriabank CJSC standalone) 15,054,624 11,685,845 28.8%
Key ratios
FY25 FY24
ROAA (adjusted for one-off items)
4
3.2% 2.9%
ROAA (unadjusted) 3.2% 11.4%
ROAE (adjusted for one-off items)
4
22.6% 20.6%
ROAE (unadjusted) 22.6% 80.7%
Net interest margin 6.4% 7. 3%
Loan yield 11.5% 12.5%
Loan yield, AMD 14.0% 15.0%
Loan yield, FC 8.1% 8.9%
Cost of funds 4.5% 4.4%
Cost of client deposits and notes 3.6% 3.3%
Cost of client deposits and notes, AMD 5.2% 5.1%
Cost of client deposits and notes, FC 1.5% 1.5%
Cost of time deposits 6.4% 6.0%
Cost of time deposits, AMD 9.8% 10.0%
Cost of time deposits, FC 2.5% 2.5%
Cost of current accounts and demand deposits 1.7% 1.6%
Cost of current accounts and demand
deposits, AMD 2.3% 2.3%
Cost of current accounts and demand
deposits, FC 0.7% 0.8%
Cost:income ratio 46.2% 49.7%
Cost of credit risk ratio
3
0.2% 1.2%
Cost of credit risk ratio
FY25 FY24
Total AFS 0.2% 1.2%
Retail 0.8% 0.9%
Corporate -0.3% 1.3%
Performance highlights
AFS’ performance for the full year of 2024 included only
nine months of Ameriabank’s performance as its income
statement was consolidated from 1 April 2024. Therefore, to
see the underlying full-year performance and growth trends of
Ameriabank, see Ameriabank’s unaudited standalone financial
information on page 128.
On a more comparable standalone basis, Ameriabank’s
standalone profit amounted to GEL 514.2m in FY25, representing
a 23.6% y-o-y increase. Notably, AFS’ prior year’s result was
negatively impacted by a GEL 49.2m initial ECL charge related to
the acquisition.
Portfolio highlights
8
Portfolio highlights: loans to customers,
finance lease and factoring receivables
Change
y-o-y
(constant
currency)Dec-25 Dec-24
Change
y-o-y
Total AFS 11,818,695 9,265,005 27.6% 28.0%
Retail 5,281,641 4,193,063 26.0% 26.4%
Mortgages 2,759,125 2,461,083 12.1% 12.5%
Consumer loans 1,862,265 1,180,493 57.8% 57.9%
Retail SME 660,251 551,487 19.7% 20.8%
Corporate 6, 537,054 5,071,942 28.9% 29.4%
Portfolio highlights: customer deposits
and notes
Change
y-o-y
(constant
currency)Dec-25 Dec-24
Change
y-o-y
Total AFS 9,630,051 7,949,083 21.1% 21.9%
Retail 5,183,973 4,298,868 20.6% 21.4%
Corporate 4,446,078 3,650,215 21.8% 22.4%
In 2025, AFS further cemented its leadership position in the
Armenian market. The loan portfolio recorded a 28.0% y-o-y
expansion in constant currency, driven by broad-based demand
across both corporate and retail segments. This performance
expanded Ameriabank’s leading market share in loans to 21.7%,
up 0.9pp y-o-y, reinforcing its standing as the number one lender
in the country.
This significant asset growth was well-supported by a robust
expansion of the funding base, as client deposits grew by a
strong 21.9% y-o-y in constant currency, lifting the bank’s market
share in deposits to 19.5%, up 1.0pp y-o-y. AFS maintains a
diversified funding structure with customer deposits and local
debt securities representing 76.1% of total liabilities, and the ratio
of net loans, factoring and finance lease receivables to customer
deposits and notes, local debt securities and DFI funding standing
at 97.5% as at 31 December 2025.
Liquidity
Ameriabank has maintained a strong liquidity position, having
CBA LCR of 249.9% and CBA NSFR of 127.3% as at 31 December
2025, well above the minimum regulatory requirements of 100%.
Capital position
As at 31 December 2025, Ameriabank maintained a solid capital
position, with its CET 1, Tier 1, and Total capital ratios standing
at 14.4%, 14.4%, and 17.0%, respectively, all above the minimum
regulatory requirements of 12.0%, 14.1% and 16.8%, respectively.
This capital base was enhanced in the beginning of 2026. Following
regulatory approval in January, a EUR 30 million subordinated
debt facility was formally recognised, which increased the Total
capital ratio to 17.5% at the end of January 2026.
128
Lion Finance Group PLC Annual Report 2025
Additionally, in February 2026 Ameriabank successfully placed
its inaugural USD 50m Additional Tier 1 capital notes. These
perpetual notes, which carry an 8.5% coupon rate, have added
approximately 0.86pp to both Tier 1 and Total capital ratios.
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 FY25 FY24
Change
y-o-y
Interest income 1,344,486 992,762 35.4%
Interest expense (518,874) (354,468) 46.4%
Net interest income 825,612 638,294 29.3%
Net fee and commission income 115,092 108,282 6.3%
Net foreign currency gain 141,610 162,184 -12.7%
Net other income 12,131 5,423 123.7%
Operating income 1,094,445 914,183 19.7%
Salaries and other employee
benefits (316,089) (290,364) 8.9%
Administrative expenses (69,638) (59,212) 17.6%
Depreciation, amortisation and
impairment (47,609) (35,831) 32.9%
Other operating expenses (3,186) (6,421) -50.4%
Operating expenses (436,522) (391,828) 11.4%
Operating income before cost
of risk 657,923 522,355 26.0%
Cost of risk (28,485) (9,842) 189.4%
Profit before income tax expense 629,438 512,513 22.8%
Income tax expense (115,216) (96,383) 19.5%
Profit 514,222 416,130 23.6%
Balance Sheet highlights
Dec-25 Dec-24
Change
y-o-y
Liquid assets 4,134,847 3,678,577 12.4%
Cash and cash equivalents 950,577 1,409,223 -32.5%
Amounts due from credit
institutions 1,389,444 821,795 69.1%
Investment securities 1,794,826 1, 447,559 24.0%
Loans to customers, finance lease
and factoring receivables 11,822,756 9,278,814 27.4%
Property and equipment 78,285 66,857 17.1%
All remaining assets 468,808 310,311 51.1%
Total assets 16,504,696 13,334,559 23.8%
Client deposits and notes 9,630,051 7,949,083 21.1%
Amounts owed to credit
institutions 2,916,753 1,966,451 48.3%
Debt securities issued 1,186,478 1,155,679 2.7%
All remaining liabilities 389,494 447,950 -13.0%
Total liabilities 14,122,776 11,519,163 22.6%
Total equity 2,381,920 1,815,396 31.2%
Key ratios
9
FY25 FY24
ROAA 3.6% 3.8%
ROAE 24.9% 26.5%
Net interest margin 6.4% 6.7%
Loan yield 11.4% 11.2%
Cost of funds 4.3% 3.9%
Cost:income ratio 39.9% 42.9%
Cost of credit risk ratio 0.2% 0.2%
Other Businesses
The Business Division ‘Other Businesses’ includes JSC Belarusky
Narodny Bank (BNB) serving retail and SME clients in Belarus,
JSC Digital Area – a digital ecosystem in Georgia including
e-commerce, ticketing and inventory management SaaS, Lion
Finance Group PLC – the holding company, and other small
entities and intragroup eliminations.
Income Statement highlights
GEL thousands FY25 FY24
Change
y-o-y
Interest income 115,106 83,842 37.3%
Interest expense (64,280) (27,87 7) 130.6%
Net interest income 50,826 55,965 -9.2%
Net fee and commission income 13,187 6,126 115.3%
Net foreign currency gain 94,785 56,970 66.4%
Net other income 10,059 10,965 -8.3%
Operating income 168,857 130,026 29.9%
Salaries and other employee
benefits (2025: adjusted) (63,090)* (46,096) 36.9%
Administrative expenses (38,354) (27,077) 41.6%
Depreciation, amortisation and
impairment (13,280) (10,336) 28.5%
Other operating expenses (1,352) (1,436) -5.8%
Operating expenses
(2025: adjusted) (116,076)* (84,945) 36.6%
Gain on bargain purchase
2
1,488 – NMF
Operating income before cost
of risk (2025: adjusted) 54,269* 45,081 20.4%
Cost of risk (5,005) (3,972) 26.0%
Profit before income tax expense
(2025: adjusted) 49,264* 41,109 19.8%
Income tax expense (17,490) (14,167) 23.5%
Profit before one-off items 31,774* 26,942 17.9%
One-off items
4
(496) – NMF
Profit 31,278 26,942 16.1%
* These figures exclude a one-off item of GEL 0.5m in FY25 (see endnote 4), to better
illustrate underlying performance.
Balance Sheet highlights
Dec-25 Dec-24
Change
y-o-y
Cash and cash equivalents 900,778 511,732 76.0%
Amounts due from credit
institutions 23,262 32,963 -29.4%
Investment securities 163,682 117,869 38.9%
Loans to customers, finance lease
and factoring receivables 958,362 754,541 27.0%
Property and equipment 18,662 13,389 39.4%
All remaining assets 122,702 92,405 32.8%
Total assets 2,187, 448 1,522,899 43.6%
Client deposits and notes 1,687,373 1,200,763 40.5%
Amounts owed to credit
institutions 26,988 11,368 137.4%
Debt securities issued 12,891 16,506 -21.9%
All remaining liabilities 52,749 39,302 34.2%
Total liabilities 1,780,001 1, 267,939 40.4%
Total equity 407, 4 47 254,960 59.8%
In FY25, Other Businesses delivered a solid performance, with
operating income rising 29.9% y-o-y to GEL 168.9m. This top-line
growth was driven by in non-interest income streams, including
a 66.4% y-o-y increase in net foreign currency gains and a 115.3%
y-o-y surge in net fee and commission income. The strength in
these areas offset a 9.2% y-o-y decline in net interest income.
These combined factors drove a 16.1% y-o-y increase in profit to
GEL 31.3m.
Overview of financial results continued
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Capital position
BNB’s capital ratios, calculated in accordance with the National
Bank of the Republic of Belarus’ standards, were above the
minimum requirements as at 31 December 2025: Tier 1 capital
adequacy ratio at 9.1% (minimum requirement of 7.0%) and Total
capital adequacy ratio at 14.7% (minimum requirement of 12.5%).
1 AFS’s and hence the Group’s consolidated profit for the full-year 2024 (FY24) is not fully representative of AFS’s full-year performance, as Ameriabank’s income statement
was consolidated into the Group from 1 April 2024. To review the underlying full-year performance of Ameriabank, see Ameriabank’s unaudited standalone financial
information on page 128.
2 Other Businesses recorded a GEL 1.5m gain on bargain purchase following Digital Area’s acquisition of Fina Ltd., an ERP and business management platform.
3 In FY24, cost of credit risk included a GEL 49.2m 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.
4 In FY25, a one-off item totalling GEL 29.6m was recorded, relating to the Group’s revised accounting treatment of annual discretionary share-based awards (Employee Stock
Ownership Plan, or ESOP), accelerating expense recognition to reflect services rendered prior to the official grant date and resulting in a one-off ESOP catch-up recognised
in 4Q25. As a result, a one-off expense of GEL 29.1m was recognised in GFS and GEL 0.5m in Other businesses allocated proportionally based on the respective service
contributions. Salaries and other employee benefits, operating expenses and all subsequent lines, as well as ROAA, ROAE and Cost:income ratio were adjusted for this one-off
in FY25.
In FY24, one-off items comprising a gain on bargain purchase and acquisition-related costs related to the Ameriabank acquisition, totalling GEL 672.2 million, were recorded in
AFS. Operating income before cost of risk and subsequent lines, as well as ROAA and ROAE, were adjusted for these one-offs in FY24.
5 For FY24, ROAE, ROAA, net interest margin, 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.
6 Throughout this announcement, gross loans to customers and the related allowance for impairment are presented net of expected credit loss (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.
7 The National Bank of Georgia (NBG) administers a Resolution Fund, designed to bolster financial stability during crises. Starting in 2025, commercial banks are required to
make ex-ante contributions proportionate to their asset share and risk profile, targeting a fund equal to 3% of insured deposits within eight years (time frame may be changed
if the amount in the fund is used or the deposit insurance limit is increased). For more information, visit: https://nbg.gov.ge/en/page/resolution-funds.
8 As per Ameriabank’s internal classification, the Retail segment includes all individuals and those legal entities serviced by the bank’s branches. The Corporate segment includes
all legal entities not serviced by the branches.
9 Ratios are calculated based on quarterly averages.
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Read more: pages 131-201
2025 key highlights 131
Board diversity, independence and tenure 132
Board skills and experience 133
Directors’ Governance Statement 134
Board of Directors 143
Group Management Team 147
Subsidiary Management 148
Nomination Committee Report 149
Audit Committee Report 159
Risk Committee Report 169
Directors’ Remuneration Report 176
Statement of Directors’ Responsibilities 196
Directors’ Report 197
Governance
In this section
We maintain a strong and
independent governance
framework that drives
accountability, effective
oversight, and long-term
value creation.
131
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Governance Report
2025 key highlights
Oversight of the integration of Ameriabank
CJSC (‘Ameriabank’)
During 2025, the Board continued to oversee the integration
of Ameriabank into the Group following its acquisition in
March 2024. Integration efforts progressed across six core
workstreams: (i) finance; (ii) risk management and financial
crime; (iii) legal; (iv) investor relations; (v) human resources;
and (vi) information technology.
Throughout the year, the Board received regular updates
on each workstream, providing strategic oversight and
guidance to ensure alignment with Group standards and
objectives. While work continues, key milestones included
the further alignment of financial reporting systems, the
embedding of Group-wide risk and compliance frameworks
and the consolidation of IT infrastructure. The Board also
monitored cultural integration, recognising its importance
to long-term success.
Further details can be found on page 40 and in our Section
172 statement which can be found on pages 47 to 52.
Approval of Directors’ Remuneration Policy
A new Directors’ Remuneration Policy was approved
by shareholders with 77.89% votes in favour at the
2025 Annual General Meeting (AGM), following careful
consideration of regulatory requirements and extensive
shareholder and stakeholder engagement. Since the AGM
proactive engagement has continued, focused in particular
on our largest shareholders and those shareholders who
were unable to support the policy, to understand and
address their concerns.
Further information can be found in the Remuneration
Committee Report on pages 176 to 195.
Progression of Board succession planning and
diversity
Succession planning remained a strategic priority for the
Board throughout 2025. A significant milestone was the
appointment of Karine Hirn as a Non-executive Director
in April 2025, bringing valuable expertise and joining the
Audit, Nomination, and Risk Committees. During the year,
Hanna Loikkanen and Jonathan Muir stepped down from
the Board, reflecting the Board’s commitment to proactive
succession planning and maintaining a balanced mix of skills
and experience. Andrew McIntyre succeeded Jonathan as
Chair of the Audit Committee, and Véronique McCarroll
was appointed as the Senior Independent Non-executive
Director. The Board is pleased to have maintained its
diversity target, with women representing over 40% of its
membership at the end of the financial year.
Further information on succession planning and diversity
can be found on pages 134, 139 to 140 and 150 to 158.
Enhanced risk monitoring and internal controls
During the year, the Board focused on strengthening
risk governance and preparing for upcoming regulatory
changes. The Audit Committee, on behalf of the Board,
continued to oversee the mapping of material controls that
underpin the Group’s reporting, to ensure readiness for the
additional disclosure requirements and statements required
under Provision 29 of the UK Corporate Governance Code
2024 (the “Code”). In addition, efforts continued to further
align risk management processes between Ameriabank
and Bank of Georgia, supporting consistency and resilience
across the Group.
Further information can be found on pages 108 to 111, 161
and 167.
Engaged with stakeholders
Board members undertook numerous engagement
activities with our stakeholders, including:
• AGM held on 16 June 2025;
• multiple investor roadshows including conferences, one-
to-one, and group meetings;
• Employee Voice meetings;
• meetings with the National Bank of Georgia (NBG) and
other local Georgian stakeholders;
• meetings with the Central Bank of Armenia (CBA) and
other local Armenian stakeholders;
• Remuneration Policy consultation with shareholders and
stakeholders;
• quarterly earnings calls; and
• meetings with corporate customers.
Further details can be found on pages 47 to 55, and 138.
Updated Capital Distribution Policy
On 19 August 2025, the Board approved changes to the
Capital Distribution Policy, designed to enhance capital
management and provide greater predictability for
shareholders. Under this policy, the Company now aims
to pay dividends in cash on a quarterly basis, reflecting a
commitment to delivering regular returns while maintaining
a disciplined approach to capital allocation.
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Board diversity, independence and tenure
We believe that a Board enriched by diverse backgrounds, perspectives
and experiences is essential to driving innovation, informed decision-making,
and the Company’s long-term success.
2025 in numbers
Composition of the Board
as at 31 December 2025
Composition
Independent Non-executive Directors 6
Chairman (independent upon
appointment) 1
Senior Independent Non-executive
Director 1
Executive Director 1
Ethnic diversity
White British or Other White 6
Other 3
Age diversity
45-49 2
50-54 2
55-59 1
60-64 3
65-69 1
Gender diversity of the Board
Male 5
Female 4
Non-executive Director tenure
less than 1 year 1
1-2 years 2
3-4 years 1
5-6 years 1
7-8 years 3
Board meeting attendance
No. of meetings attended in 2025
Members Scheduled Ad hoc****
Mel Carvill† 8/8 5/5
Archil Gachechiladze 8/8 5/5
Tamaz Georgadze† 8/8 5/5
Maria Gordon† 8/8 3/5
Hanna Loikkanen†* 2/2 2/3
Véronique McCarroll† 8/8 5/5
Andrew McIntyre† 8/8 5/5
Mariam Megvinetukhutsesi† 8/8 4/5
Jonathan Muir†** 2/2 3/3
Cecil Quillen† 8/8 5/5
Karine Hirn†*** 6/6 4/4
† Denotes Independent Director.
* Hanna Loikkanen retired on 16 June 2025.
** Jonathan Muir retired on 26 June 2025.
*** Karine Hirn was appointed on 7 April 2025.
**** 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.
Directors unable to attend had access to
all relevant materials prior to the meetings
and provided comments to the Chairman as
appropriate.
Governance Report continued
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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 143 to 146 and a summary of
the skills matrix can be found below. The skills matrix provides an overview of each
Director’s self-assessment of their level of experience in respect of each key skill as
at 31 December 2025.
Skills Summary of Experience
UK Corporate Governance/Listed Plc
Corporate Memory
Banking Sector Knowledge
Regulatory Experience
Sustainability/ESG
Digital Technology*
Financial Accounting
Risk Management
Information Technology and Cyber Security*
Strategy, Capital Markets, Investor Management
Other Stakeholder Management
HR, Talent Management, Culture Management
UK Executive Remuneration
Regional Knowledge
Expert Experienced Some Experience
* The Board notes that Artificial Intelligence (AI) capabilities are considered within the broader skills above and recognises the increasing importance of AI considerations in its
strategy and risk oversight.
Further information regarding the skills matrix, including how it has informed Non-executive Director recruitment and how the Board
intends to continue enhancing its collective skills, can be found on page 152 of the Nomination Committee Report.
Board skills and experience
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Lion Finance Group PLC Annual Report 2025
Directors’ Governance Statement
The Board remains committed to its
responsibility to provide transparent,
effective governance, ensuring that
our decisions are informed and support
long-term value for all stakeholders.”
Mel Carvill
Chair of the Board
Dear Shareholders,
On behalf of the Board, I am pleased to
present the Company’s Governance Report
for the year ended 31 December 2025.
Strategic focus
During the year, we continued to focus
on the Company’s strategic agenda and
business growth.
A key priority has been the integration of
Ameriabank into the Group – a significant
and carefully managed process aimed
at aligning operations and strategy
while respecting and preserving the
unique character and culture of both
organisations and maintaining awareness
of the unique market environments in
which these two banks operate.
We have approached integration not
as a one-size-fits-all exercise, but as a
collaborative effort, recognising that the
strength of each bank lies in its distinct
identity, values, and ways of working. This
approach has fostered a shared sense of
purpose while maintaining the diversity
that drives innovation and resilience across
the Group.
With a strengthened presence in both
Georgia and Armenia, the Group is well-
positioned to pursue new opportunities
for growth and value creation. Alongside
integration, we have continued to prioritise
digital innovation, enhancing the customer
experience through advanced digital
banking solutions and technological
improvements, including a greater focus
on AI.
Succession planning and
appointments
During 2025, we continued to implement
our Board succession plans to ensure strong
governance and continuity of leadership.
Jonathan Muir stepped down as a Director
and as Chair of the Audit Committee on
26 June 2025, and we extend our sincere
thanks to him for his leadership and
significant contribution to the Company.
Andrew McIntyre assumed the role of Audit
Committee Chair, following a period of close
collaboration with Jonathan and the wider
Committee since his appointment in 2024.
We were also pleased to welcome Karine
Hirn to the Board, who was appointed as
an Independent Non-executive Director
on 7 April 2025. Karine brings extensive
international experience and has joined the
Audit, Risk, and Nomination Committees,
further strengthening the Board’s
expertise in these key areas.
As planned, Hanna Loikkanen retired
from the Board following the conclusion
of the 2025 AGM. We are grateful to
Hanna for her long-standing service and
valuable contributions, particularly in her
role as Senior Independent Director (SID).
Véronique McCarroll was then appointed
as SID, bringing deep knowledge of the
business and the necessary experience
to support the Chairman and act as a
sounding board for fellow Directors.
In addition, Mariam Megvinetukhutsesi
has stepped into the role of designated
Non-executive Director for workforce
engagement, ensuring continued focus
on employee voice and engagement
at Board level.
More recently, we are pleased to have
welcomed Armen Orujyan to the Board,
who was appointed as an Independent
Non-executive Director on 9 March 2026.
Armen brings executive expertise in
deep-tech innovation, venture scaling and
global digital policy, and has joined the
Risk and Nomination Committees, further
strengthening the Board’s expertise in
these key areas.
These changes reflect our ongoing
commitment to thoughtful succession
planning, Board diversity, and strong
governance. I am pleased to welcome
Karine and Armen to the Board, and invite
you to read more about them in their
biographies on pages 145 and 146. Further
details on the appointment process and
Board and Committee composition can
be found in the Nomination Committee
Report on pages 152 to 153.
Board performance review
We are committed to the highest
standards of governance, reflecting
the excellence that defines our wider
business. As Chair, my priority is to ensure
the Board remains strong, effective, and
diverse, bringing together the wealth
of professional backgrounds, skills, and
experiences that drive the Company’s
success.
Continuous improvement is central to
how we operate. This year, we undertook
our annual performance review internally,
assessing the Board, its Committees,
individual Directors, and the Chair.
The review delivered valuable insights,
confirmed strong performance while
highlighting opportunities for further
enhancement. In response, we have
developed a clear action plan to track
progress and ensure recommendations are
implemented. Further, in accordance with
the Code, a Board performance review will
be externally facilitated during 2026.
The 2025 review demonstrated that the
successful adoption of recommendations
from the 2024 evaluation has already
strengthened the way the Board and its
Committees function. Building on this,
this Annual Report includes details of
the 2025 internal performance review,
the associated action plan, and progress
against last year’s recommendations.
These can be found in the Nomination
Committee Report on pages 157 to 158.
Directors’ Governance Statement
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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 2025 included the
development of the new Directors’
Remuneration Policy, the enhancement
of the risk management framework and
internal controls and the updates to the
Company’s Capital Distribution Policy.
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 implemented the
new Directors’ Remuneration Policy,
which was approved at the 2025 AGM.
In conjunction with the Risk Committee,
we undertook a comprehensive review
of risk scenarios in response to 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. In
addition, we strengthened our oversight of
Ameriabank’s risk management processes
to ensure alignment with the Group’s risk
management standards. This includes
monitoring the integration of Ameriabank
into the Group-wide risk framework,
receiving updates on the development
of the consolidated Risk Register, and
overseeing risk workstreams designed to
establish consistent controls and reporting
across the enlarged Group.
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 took every opportunity to meet with both
internal and external stakeholders including
Executive Management, employees,
customers, regulators and senior
government figures and advisors.
During the year, I engaged directly with
shareholders at the Company’s AGM,
providing an opportunity for open dialogue
and for shareholders to raise questions
with the Board. In addition, the Board
received regular updates from the investor
relations team, encompassing feedback
and themes emerging from investor
meetings, roadshows and conferences.
The investor perception study undertaken
by the investor relations team during
the year offered further insight into
shareholders’ views on the Company’s
performance, strategy and communication.
The findings, together with the actions
taken in response to the feedback received,
were presented to the Board to ensure
that Directors remained fully informed of
shareholder priorities and expectations.
Responding to feedback from previous
engagement activity, the Chief Financial
Officer of Ameriabank joined the Group’s
quarterly earnings calls during the year. This
provided investors with greater visibility of
Ameriabank and improved access to the
wider C-suite, supporting shareholders’
requests for enhanced transparency
beyond the Chief Executive Officer.
Notable engagement during 2025 included
consultation with key stakeholders on
the new Directors’ Remuneration Policy.
Further information regarding the
consultation and the policy can be found
on pages 176 to 195.
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 2026.
More information on our stakeholder
engagement when making key decisions
can be found on pages 47 to 55.
Looking ahead
2026 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 engage proactively with
local regulatory authorities to ensure full
compliance with applicable statutory and
regulatory obligations.
The Board will continue to focus on
ensuring compliance with the Code,
which applies 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. As a Board, we received
updates from management, the Company
Secretary and the Company’s External
Auditor regarding the changes to the Code
and have undertaken steps to prepare
for the changes coming into effect. In
particular, the Audit Committee has
undertaken substantial work to ensure we
are well positioned, and, where needed,
continued to take external advice to ensure
we are well prepared, and started to
implement documentation and process
changes. We will continue to oversee the
application of the Code during 2026.
Statement of compliance with the 2024 UK Corporate Governance Code
This is our first year reporting against the 2024 UK Corporate Governance Code
(the “Code”), which applies to financial years beginning on or after 1 January 2025.
The Board firmly believes that 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 maintaining high standards of corporate
governance, and the Company continues 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, along with the
reports of the Board Committees, describes how the Company applied the main
Principles and complied with the relevant Provisions of the Code during 2025.
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 2025, the Company
has complied with all Provisions of the Code applicable during the year. We note
Provision 29, will apply from the financial year beginning 1 January 2026, and the
Group has been preparing accordingly. Further information on Code Provision 29
readiness can be found on page 167.
Section 172 statement
In discharging its duty to act in good
faith and in a way that is most likely
to promote the long-term success
of the Company, Directors consider
the interests of the Company’s
various stakeholders. Throughout
this Report, we detail how we have
identified and considered our various
stakeholders.
See pages 47 to 52 for our Section 172
statement (which is incorporated into
the Strategic Report).
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Lion Finance Group PLC Annual Report 2025
Over the coming period, the Board will
continue to evaluate and, where appropriate,
execute the Company’s succession plans,
ensuring that future appointments align
with the long-term strategic needs of the
business. The Board will also maintain
its ongoing review of the skills matrix to
identify areas for further development
and to ensure that the Board’s collective
capabilities remain aligned to the evolving
regulatory and operational landscape.
I would like to take this opportunity to thank
the Directors for their support during 2025.
Mel Carvill
Chair of the Board
24 March 2026
Division of responsibilities
Governance structure
As at 31 December 2025 the Board comprised nine Directors, eight of whom are Independent Non-executive Directors.
The Board is assisted in fulfilling its responsibilities by four principal Committees: Nomination, Audit, Risk and Remuneration.
Their terms of reference are reviewed at least 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 for each Committee are available at
https://lionfinancegroup.uk/leadership-and-governance/documents/.
Board of Directors
Audit
Committee
Remuneration
Committee
Nomination
Committee
Risk
Committee
Chief Executive
Officer
Executive
Management Team
Roles and responsibilities
The roles of Chair, 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 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. Further details about
how the Directors have fulfilled their duties
under Section 172 of the Companies Act
2006 can be found on pages 47 to 55.
The Board retains a schedule of matters
reserved for its decisions, 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 lionfinancegroup.uk/
leadership-and-governance/documents/.
Operation of the Board
The Board, led by the Chair, 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 Chair, the CEO, the
Company Secretary, the UK General
Counsel, Investor Relations, Directors, and
Senior Management, ensuring adequate
time is allocated to all items to support
effective and constructive discussion.
The Chair 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, during and after 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 Director supports
the Chair by acting as an intermediary for
other Non-executive Directors and liaises
with the Non-executive Directors outside
of the Board and Committee meetings.
The Chair meets with the Non-executive
Directors without the CEO present as
required. The Independent Directors
meet at least once a year without the
Chair present to appraise the Chair’s
performance.
Directors’ Governance Statement continued
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Key activities of the Board
during 2025
During the year the Board held eight
scheduled meetings and five ad hoc
meetings. Two sets of Board meetings
were held in Georgia and one set
in Armenia, with the others held in
London and via video conference
where appropriate. Directors’ meeting
attendance is set out on page 132.
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 2025, the Board received
presentations and deep-dive sessions in
key business areas, including the following
topics:
• Artificial Intelligence (AI).
• Ameriabank integration.
• Armenian banking regulatory landscape.
• Board performance review.
• Environmental, Social, and Governance
(ESG).
• Human capital developments.
• Legal and regulatory changes.
• Risk scenarios.
• Culture, Values and Principles.
• International Business.
A non-exhaustive list of the matters
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.
• Reviewed and approved the Company’s
Capital Distribution Policy to reflect the
Board’s intention that dividends could
be paid by the Company on a quarterly
basis, effective from Q3 2025, subject to
confirmation that those dividends were
justified by the profits of the Company
being available for distribution.
• Declared interim dividends in respect of
the periods ended 31 March 2025 and
30 June 2025 of GEL 5.10 per ordinary
share, and GEL 2.65 per ordinary
share in respect of the period ended
30 September 2025, in line with the
Company’s Capital Distribution Policy.
• In February 2025, the Board approved
an increase of up to GEL 107.7 million
to the Company’s share buyback and
cancellation programme.
• In August 2025, the Board approved
a new GEL 98 million buyback and
cancellation programme, which
was subsequently extended by GEL
51.5 million in November 2025. This
programme is scheduled to conclude no
later than the Company’s 2026 Annual
General Meeting.
Board meetings, shareholder meetings, and stakeholder snapshot for 2025
• Ad hoc meeting
• 4Q24 and FY24 preliminary results
• GEL 107.7 million share buyback
and cancellation extension
programme approved
February 2025
• Ad hoc meeting
• Cross appointment of Mr McIntyre
to the Risk Committee and
Ms McCarroll to the Audit
Committee
• Appointment of Ms Hirn to
the Board and Audit, Risk and
Nomination Committees
• Approval of FY24 Annual Report
• Recommendation of final dividend
April 2025
• Ad hoc meeting
• 1Q25 Results
• Approval of the Notice of Annual
General Meeting
May 2025
• Board meetings in Georgia
March 2025
• Board meetings in Georgia
• Annual General Meeting in London
– all resolutions were passed with
the requisite majority
• Appointment of Ms McCarroll as
Senior Independent Director
• Appointment of
Ms Megvinetukhutsesi as
designated Non-executive
Director for workforce
engagement
• Appointment of Mr McIntyre as
Chair of the Audit Committee
• Employee Voice Meeting
June 2025
• Ad hoc meeting
• Approval of interim dividend
• Launch of GEL 98 million share
buyback and cancellation
programme
• Update to Capital Distribution
Policy to allow dividends to be paid
by the Company on a quarterly
basis effective 3Q25
• 2Q25 and HY25 results
August 2025
• Ad hoc meeting
• 3Q25 results
• Approval of interim dividend
• GEL 51.5 million share buyback
and cancellation extension
programme approved
November 2025
• Board meetings in Armenia
• Employee Voice Meeting
September 2025
• Board meetings online
December 2025
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• 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
performance review of the Board, its
Committees, individual Directors and
the Chair of the Board.
• Discussed Board succession planning.
• Approved the appointment of 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 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 workforce
engagement.
• 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 Director’s
Remuneration Policy.
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
through the acquisition of 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 is guided by the working
principles of Fairness, Customer-
Centricity, Teamwork, Development,
Innovation, and Operational Excellence.
These principles, established through
collaborative consultation incorporating
employee feedback and culture
assessments, align with the bank’s
overarching mission “to be the leading
bank of a successful Georgia”.
Ameriabank’s mission, “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
as it expands its mass retail offerings
and implements comprehensive digital
transformation, delivering innovative,
accessible digital solutions that empower
customers.
Having reviewed the purpose and values
of both banks, the Board confirmed their
alignment with each business and with
the Company’s overarching strategy and
purpose of “Helping People Achieve More
of their Potential”.
In 2025, Group management conducted
a strategy session, bringing together
Executive Management teams from Bank
of Georgia and Ameriabank to align on the
Group’s overarching purpose and values
that would guide all Group Companies
moving forward. Following discussions,
it was agreed that while local banks
would maintain local brands and locally-
tied purposes, the overarching mission
statement of Lion Finance Group would be
“Empowering Potential, Improving Lives”,
echoing the role that leading customer-
centric banks play in their communities
and economies, empowering people and
improving lives through access to tools
and resources that enable growth and
progress.
It was also agreed that each bank will
maintain its set of business values,
which are already integrated into
business processes including 360-degree
assessments of employees, and that a
dedicated workstream will be conducted
to align on a few core values that would be
applicable to all subsidiaries within
the Group.
The Board recognises 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. Culture is seen as one of
leadership’s key priorities, with diversity,
inclusion and equal opportunities actively
promoted as cornerstones of the desired
culture. During the year diversity overviews
were presented to the Nomination
Committee, in September 2025 for Bank
of Georgia, and in December 2025 for
Ameriabank. These included reports
on the composition of the workforce,
covering areas such as gender, ethnicity,
age profiles, and representation across
senior leadership levels. The Committee
reviewed these reports alongside the
Board and Committee composition,
assessing progress against the Company’s
established diversity objectives and its
wider inclusion commitments.
To encourage all employees to participate
in the development of the Group’s culture,
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.
Mariam Megvinetukhutsesi serves as
the designated Non-executive Director
for workforce engagement, facilitating
Employee Voice meetings that provide
employees with direct dialogue with the
Board. These meetings enable meaningful
exchanges of opinion and information,
helping the Board better understand
what matters to employees while
demonstrating the Board’s commitment
to employee engagement and culture.
More information on employee
engagement initiatives can be found on
pages 49, 94 to 101, and 154.
In June 2025, an Employee Voice meeting
was held at Bank of Georgia where
employees highlighted the positive
workplace atmosphere and culture as key
areas they valued. It was also noted that
some attendees expressed a desire for
increased engagement with management.
Measures were implemented to support
this, including the delivery of CEO and
management town halls across a wider
range of locations, and we will keep this
updated approach for further meetings.
Directors’ Governance Statement continued
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In September 2025, an Employee Voice
meeting at Ameriabank yielded valuable
feedback on the post-acquisition
experience, with employees expressing
appreciation that Ameriabank’s cultural
significance was being valued and
considered during integration. Closer
collaboration between the Ameriabank
and Bank of Georgia risk teams and
second-line functions had been identified
as an area requiring further enhancement.
The Risk Committee was pleased to
note that progress had already been
made in strengthening this cooperation,
as reported at the December 2025 Risk
Committee meeting.
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 the cultural context and how
strategy is executed day to day.
Embedding our culture throughout
the Group
The Board dedicates significant time
to assessing the Group’s culture and
engaging with people at all levels to
understand how culture is demonstrated
throughout the Group.
During 2025, the Board continued to
monitor and assess the Group’s culture
by receiving regular updates from internal
eNPS and Employee Engagement surveys,
as well as reports 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
59 at year-end 2025 (a rise of 5 ppts
from year-end 2024). We recognise
that there are other opportunities for
further improvements and in 2026 will
focus on enhancements to HR processes
and continued emphasis on leadership
development.
During 2025, the Board dedicated
significant time to understanding
Ameriabank’s culture, its cultural fit with
the Group, and the potential impact of
the acquisition on employees. Following
this review, it was determined that
Ameriabank demonstrated strong cultural
alignment with the Group. In September
2025, the Board convened in Yerevan,
Armenia for the second time, visiting
Ameriabank and spending time with local
management and employees.
The Board will continue to engage with our
employees in 2026, including the Ameriabank
workforce, monitoring outputs from
employee surveys and other relevant metrics
that provide insight into our evolving culture.
Board oversight of ESG
As reported in the 2024 Annual Report, the
members of the Nomination Committee
undertook a detailed review of ESG
oversight, considering industry and market
best practice, together with the approach
adopted by the Company’s regional peers.
The Committee presented its findings in
December 2024. Following discussion, the
Nomination Committee concluded that
the establishment of a designated ESG
Committee was not required at this time
and that ESG matters should continue to
be overseen by the Board and its existing
Committees.
Oversight of the Company’s material ESG
topics and their associated impacts on
the economy, people, and the environment
is undertaken by the Board through its
established Committee structure. In April
2025, the Terms of Reference for the Audit
Committee and the Risk Committee, as
well as the Schedule of Matters Reserved
for the Board, were updated to provide
increased clarity regarding ESG and
sustainability oversight responsibilities.
Responsibility for discrete ESG-related
matters is delegated to the Risk,
Audit, Nomination and Remuneration
Committees, each of which oversees ESG
considerations relevant to its remit. The
Board retains primary accountability for
the Group’s overarching ESG strategy,
ensuring that it is aligned with the Group’s
business strategy and structured around
the material ESG topics identified by the
Company. The Board receives regular
updates on progress against the key
pillars of the ESG strategy and oversees
the Group’s external communications on
ESG matters and impacts. The Board
also retains overall responsibility for
the oversight of climate-related risks
and opportunities, and it supervises the
management of wider environmental and
social risks and opportunities arising within
the Group Companies’ loan portfolio.
In April 2025, Karine Hirn joined the
Board following a comprehensive search
for a Non-executive Director with ESG
expertise. Further, in September 2025,
the Board participated in an ESG training
session delivered by an external provider
to strengthen the Board’s skills and
knowledge in this area and support their
oversight of environmental and social
issues in regard to the Company. More
information on the training session is set
out on page 141. Updates on material ESG
topics are regularly reported to the full
Board or respective Committees.
Additional details on the Company’s ESG
and sustainability activities can be found
in the Company’s Sustainability Review on
pages 56 to 107. Additional information
on the Company’s ESG governance can
be found in the Company’s Diversity,
Equity and Inclusion Policy, which is
available on the Company’s website at
lionfinancegroup.uk/leadership-and-
governance/documents/.
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 2025, 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 151.
As part of the ongoing succession cycle,
the Board considers all aspects of diversity
during the recruitment process for 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,
and who have 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 150 to 156.
Diversity, Equity and Inclusion Policy
The Group’s Diversity, Equity and
Inclusion Policy outlines the principles
and commitments to promoting diversity
across all levels. The policy applies to all
employees, functions, and subsidiaries
within the Group, with regard to age,
gender, ethnicity, sexual orientation,
disability and socioeconomic background.
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The 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 and its Committees have
regard for the Diversity, Equity and
Inclusion Policy when reviewing their
composition, succession planning and
future appointments.
As part of the annual review of Board-
owned policies, in December 2025 the
Board approved the following policies:
• Diversity, Equity and Inclusion Policy.
• Anti-discrimination and Anti-
harassment Policy.
• Human Rights Policy.
These policies are clear and based on
international best practice.
More information on the Group’s Diversity,
Equity and Inclusion Policy can be found
in the Nomination Committee Report on
page 155.
Composition and independence
The Board’s composition is formally
reviewed annually 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 Board 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 Chair
and each of the Non-executive Directors, in
accordance with Principle G and Provisions 9
and 10 of the Code. The Board considers that
the Chair and each Non-executive Director
act independently 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 Board and
Committee compositions can be found on
pages 54 to 55.
Time commitment
The Board is satisfied that each Non-
executive Director commits the necessary
time and effort to effectively fulfil their
responsibilities, including 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,
communicate any comments and
observations in advance for consideration
during the meeting. They are updated on
any developments after the meeting by
the Chair or relevant Committee Chair.
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.
Further information regarding time
commitment considerations can be found
in the Nomination Committee Report on
page 154.
Succession planning
The succession plan for the Board and
its Committees is a continuous process,
considering both short- and long-term
plans for the refreshment and retirement
of Directors.
In line with the Board’s succession
plan, Jonathan Muir stepped down as
a Non-executive Director, Chair of the
Audit Committee, and member of the
Nomination Committee on 26 June 2025.
Andrew McIntyre succeeded Jonathan as
Chair of the Audit Committee. Andrew
brings substantial financial expertise
to the Board, underpinned by a strong
background in accounting and auditing.
Earlier in the year, we completed a search
for an additional Non-executive Director
with the skills, knowledge and experience
to complement the existing Board. As
outlined in the 2024 Annual Report, Karine
Hirn was appointed on 7 April 2025 as a
Non-executive Director and joined the
Audit, Nomination and Risk Committees.
In addition, on 7 April 2025, we announced
that Hanna Loikkanen would step down
from the Board at the conclusion of the
2025 AGM, relinquishing her roles as Senior
Independent Director and member of
the Audit, Remuneration and Nomination
Committees. Following the AGM,
Véronique McCarroll succeeded Hanna
Loikkanen as Senior Independent Director.
More recently, we are pleased to have
welcomed Armen Orujyan to the Board,
he was appointed as an Independent Non-
executive Director on 9 March 2026. Armen
brings executive expertise in deep-tech
innovation, venture scaling and global
digital policy, and has joined the Risk and
Nomination Committees, strengthening
the Board’s expertise in these key areas.
The Board considered succession planning
for the CEO, including both contingency
measures and long-term strategies.
This process involved evaluating potential
internal candidates and identifying
any training or development needs.
These plans are regularly reviewed and
updated to ensure the leadership pipeline
remains robust and capable of meeting
the Company’s evolving needs and future
challenges.
Succession planning for the Executive
Management Team was also considered,
to ensure a strong, resilient leadership
pipeline capable of meeting future
challenges and driving the Group forward.
As announced on 15 January 2026, Sulkhan
Gvalia, the Group’s and Bank of Georgia’s
CFO, stepped down from the executive
role in March 2026 and we are very pleased
to welcome Giorgi Shagidze to succeed
him in line with the Company’s succession
planning.
Further information on succession
planning and the Director appointment
process can be found in the Nomination
Committee Report on pages 152 to 153.
Internal performance review
In line with best practice and in accordance
with the Code and the FRC Guidance on
Board Effectiveness, the performance of
the Board, its Committees, the Chair and
individual Directors is assessed annually.
The 2023 performance review was
externally facilitated by Clare Chalmers
Ltd, and progress against the resulting
action plan was monitored throughout
2024 and 2025. In compliance with the
Code, external evaluations are conducted
on a three-year cycle. Accordingly, the
next external review will take place during
2026 and will again be facilitated by Clare
Chalmers Ltd to ensure continuity and
robust analysis. Preparations for this
review are currently underway.
In 2025, the Board undertook an internal
performance review, coordinated by the
Company Secretary, using a structured
questionnaire. Information on the 2025
performance review, key outcomes, and
progress against the action plan can be
found in the Nomination Committee
Report on page 158.
Directors’ Governance Statement continued
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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 on the roles and
responsibilities of the Board, individual
Directors, and each Board Committee,
along with their respective delegated
authorities. The Senior Independent
Director and UK General Counsel monitor
the induction process to ensure robust
and effective onboarding. Additionally,
the UK General Counsel and Company
Secretary brief 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 interactive and
tailored to each individual based on their
previous experience and knowledge.
Directors are informed of the Company’s
structure, strategy, and business
operations. We are dedicated to the
ongoing development of our Directors,
enabling them to enhance their expertise
and gain a deeper understanding of
the business and the markets in which
Group companies operate.
As part of her onboarding, Karine Hirn
completed a comprehensive induction
programme; further information can be
found in the Nomination Committee Report
on page 154. The induction programme for
Armen Orujyan will be a key focus for 2026,
and we look forward to drawing on his
regional knowledge and IT expertise.
Throughout 2025, all Directors engaged
in continuous training and professional
development, including briefings and
presentations by the UK General Counsel,
Company Secretary, members of
management, and professional advisors.
During the year, Directors received
updates on regulatory and legislative
changes, including:
• the Code;
• the UK Listing Regime;
• the UK Economic Crime and Corporate
Transparency Act 2023 (ECCTA);
• proxy advisor voting guidelines;
• internal audit global standards;
• the macroeconomic environment;
• AI; and
• the Armenian banking environment.
Audit Committee members also received
updates on developments in audit and
accounting, including changes to the Code
relating to audit, risk, and internal controls,
and the implications of ECCTA.
In September 2025, the Board received
an ESG training session delivered by an
external third party. The training covered
the strategic importance of transition
planning, foundational analysis, transition
implementation strategy, stakeholder
engagement with a focus on client
engagement approaches and metrics
and target setting.
All Directors received training materials
on directors’ duties and have access to
the advice of the UK General Counsel and
Company Secretary. Directors may also
obtain independent professional advice
at the Company’s expense on any matter
relating to their responsibilities.
In December, the Chair held individual
one-to-one appraisal meetings with each
of the Non-executive Directors. These
sessions were designed to support personal
development and enhance individual
effectiveness within the Board. Discussions
focused on each Director’s contribution
during the year, areas for growth and
opportunities to strengthen skills and
knowledge relevant to the Company’s
strategic priorities. The process also
encouraged reflection on future aspirations
and identified tailored development actions
to ensure continued high performance
and engagement, reinforcing the Board’s
commitment to continuous improvement
and professional development at the
highest level of governance.
Audit, risk and internal controls
The Group operates a comprehensive
system of risk management and internal
controls designed to identify, assess,
and mitigate risks, ensuring 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 and the
Group’s risk culture is available on pages
108 to 111.
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 196.
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. The Audit Committee’s work
in reviewing and challenging financial
reporting, significant judgements, and
accounting policies is detailed in the Audit
Committee Report on pages 161 to 168.
The Board is accountable for reviewing
and approving the effectiveness of
the internal controls operated by the
Group, including financial, operational
and compliance controls, as well as risk
management systems. During 2025, the
Board received updates on the Group’s
preparations for Provision 29 of the Code
and the development of the material
controls framework that will underpin the
first formal declaration in 2026. The Board
is satisfied that appropriate governance
and oversight arrangements are in place
and will continue to monitor progress
throughout 2026. Further information on
the Group’s internal controls framework
and the effectiveness review is available
on pages 109 to 111.
The Board oversees the activities of
the Group’s External Auditor and Risk
Management function, supported by the
Audit and Risk Committees, ensuring
robust governance and independent
challenge.
During the year, the Risk Committee
focused on enhancing the risk
management framework, including stress
testing, risk appetite assessments, and the
introduction of a Group-wide Risk Register.
It also worked to promote a culture
of risk awareness and good conduct
throughout the organisation, overseeing
the implementation of strategies for
managing market, credit, operational, and
reputational risks.
The Group’s risk management approach is
discussed in detail in the Risk management
section of the Strategic Report on
pages 108 to 122. For information on
the management of principal risks and
uncertainties, please refer to pages 111
to 122. Further details on the roles of the
Audit Committee and Risk Committee can
be found on pages 159 to 162 and pages
169 to 172 respectively.
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
alongside wider circumstances.
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The Committee is responsible for setting
incentive targets and determining
incentive outcomes for Executive Directors
and Executive Management. It operates
a formal and transparent procedure
for developing executive remuneration
policy and determining remuneration for
Directors and Executive Management. No
Director is involved in deciding their own
remuneration outcome.
During the year, the Remuneration
Committee engaged with institutional
investors and proxy advisor agencies
regarding the new Directors’
Remuneration Policy, which was approved
at the Company’s 2025 AGM.
Detailed information regarding the
Director’s Remuneration Policy and
remuneration arrangements can be found
in the Directors’ Remuneration Report on
pages 176 to 195.
Directors’ Governance Statement continued
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Board of Directors
Skills and experience
Mel 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
Mel 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 latterly Head of Western Europe, Americas
and Middle East. In 2009 he joined PPF Partners, a private equity fund
investing in Central Eastern Europe and Asia, where he was President
until 2014, when he joined the wider PPF Group, latterly acting as an
advisor. Mel has served on company boards in European, American
and Asian markets.
Other appointments
• Vice-chairman of Aviva-Cofco Life Insurance Company Ltd
• Director of Clearbank Group Holdings Ltd
• Chairman of Climate-KIC
Mel Carvill
Chairman
N
Re
Appointed: March 2022 Appointed: January 2019
Archil Gachechiladze
Chief Executive Officer
Skills and experience
Archil 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 United Kingdom.
Career
Archil held senior positions between 1998 and 2009 at Salford Equity
Partners, The European Bank for Reconstruction and Development
(EBRD), KPMG Barents and Lehman Brothers Private Equity (currently
Trilantic Capital Partners). In 2009, he joined Bank of Georgia 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, Archil served as the CEO of Georgian
Global Utilities (formerly part of BGEO Group PLC).
Committee membership
Re
Remuneration Committee
A
Audit Committee
Chair of Committee
Ri
Risk Committee
N
Nomination Committee
144
Lion Finance Group PLC Annual Report 2025
Ri
A
N
Appointed: October 2018
Ri
N
Appointed: March 2021
Véronique McCarroll
Senior Independent Non-executive Director
Mariam Megvinetukhutsesi
Independent Non-executive Director
Skills and experience
Véronique has 40 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 Économiques
et Commerciales (ESSEC) in 1985 and holds
a NED certificate from Sciences Politiques
Paris (2019).
Career
Véronique started her career with Banque
Indosuez in Capital Markets from 1986
to 1996. She then spent 19 years in
international consulting firms, including 15
as partner in Financial Services, at McKinsey
& Company, Oliver Wyman and Andersen/
Ernst & Young. She was subsequently a
Bank Executive at CACIB, heading Strategy
and Digital Transformation, and Deputy
CEO of Orange Bank until the end of 2025.
She teaches Finance at Paris Dauphine
University.
Other appointments
• Non-executive director of
Moonstone Lending Fund
• Non-executive director of AFL
(Agence France Locale)
• Non-executive director of Spendesk
Financial Services
Skills and experience
Mariam 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
Mariam provides consulting services to
businesses on governance and financial
management. She 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.
Committee membership
Re
Remuneration Committee
A
Audit Committee
Chair of Committee
Ri
Risk Committee
N
Nomination Committee
A
Ri
N
Appointed: March 2024
Andrew McIntyre
Independent Non-executive Director
Skills and experience
Andrew 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
Andrew was a partner at Ernst &
Young from 1988 to 2016, specialising in
international financial services and was
predominantly based in the firm’s London
offices, apart from the period 2004 to
2010, which was 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. Andrew
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
Board of Directors continued
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Ri
A
N
Appointed: April 2025
Karine Hirn
Independent Non-executive Director
Skills and experience
Karine has broad international investment
experience, with a strong insight into trends,
industries and capital markets. She holds
an 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
Karine 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, Karine 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 at international
conferences and in the media.
Other appointments
• Chair of East Capital Asset
Management S.A.
Re
Ri
N
Appointed: February 2018
Re
N
A
Appointed: September 2024
Tamaz Georgadze
Independent Non-executive Director
Maria Gordon
Independent Non-executive Director
Skills and experience
Tamaz 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 Universitat Giesen in
Germany; he also studied Law at the latter,
graduating with honours.
Career
Tamaz is the CEO of Raisin, which he
founded in 2013, launching the first global
deposit platform in Europe. Previously,
Tamaz 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. Tamaz 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
Skills and experience
Maria 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
Maria has strong governance experience,
having served as chair, director and
committee member of various public
companies. Maria 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
Committee membership
Re
Remuneration Committee
A
Audit Committee
Chair of Committee
Ri
Risk Committee
N
Nomination Committee
146
Lion Finance Group PLC Annual Report 2025
Ri
N
Appointed: March 2026
Armen Orujyan
Independent Non-executive Director
Skills and experience
Armen brings executive expertise in
deep-tech innovation, venture scaling, and
global digital policy. With a proven track
record of catalysing national technology
ecosystems and cultivating international
entrepreneurship, he provides strategic
governance informed by decades of
high-level policy advising and operational
leadership. He holds a PhD from Claremont
Graduate University, where he received the
Distinguished Alumni Award, and a BA with
honors from UCLA.
Career
Armen currently serves as the Founder and
CEO of Curio Ventures, where he leads
the firm in ventures that address critical
global challenges through deep-tech
innovation and growth-focused business
models. Previously, as the Founding CEO
of the Foundation for Armenian Science
and Technology, he significantly elevated
Armenia’s standing in the international
innovation landscape, particularly within
AI, biotechnology and other STEM
fields. He founded Athgo Corporation, a
UN-recognised global entrepreneurship
platform that cultivated over 10,000
young innovators across 80 nations, and
has served as a founding member and co-
chairman of the UN’s Global Alliance for ICT
and Development and as a commissioner
on the UN’s Broadband Commission for
Digital Development. He has held prominent
advisory roles at Rice University’s Baker
Institute for Public Policy and the Asia
Society Global Council.
Committee membership
Re
Remuneration Committee
A
Audit Committee
Chair of Committee
Ri
Risk Committee
N
Nomination Committee
Re
N
Appointed: February 2018
Cecil Quillen
Independent Non-executive Director
Skills and experience
Cecil 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
Cecil, a US lawyer with nearly 38 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
Board of Directors continued
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Appointed: March 2026
1
Appointed: May 2025
Appointed: July 2022
1. Giorgi was appointed as CFO of the Group and
Bank of Georgia effective March 2026. He succeeds
Sulkhan Gvalia, who decided to step down from the
executive role to transition to a new stage in his life,
following a 20-year tenure with the Group.
Giorgi Shagidze
Deputy CEO, Chief Financial Officer
Nutsiko Gogilashvili
Head of International Business
David Chkonia
Deputy CEO, Chief Risk Officer
See page 143 for his biography
Skills and experience
Ana joined the Group in April 2018 as Senior
Group Lawyer, a position she held until
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.
Skills and experience
Giorgi was appointed as the Group and
Bank of Georgia’s CFO, effective March
2026. He joins from his recent role as CEO of
maib, Moldova’s largest bank (2021-2025),
where he led a bank-wide agile and digital
transformation. Previously, he also served as
Deputy CEO and CFO at TBC Bank Group
and as Global Operations Executive at
Barclays PLC.
Education
MBA, University of Cambridge;
CFA charterholder;
Graduate of the Stanford Executive
Program, Stanford Graduate School of
Business.
Skills and experience
Nutsiko joined the Group in 2016 and most
recently served as Deputy CEO, Mass Retail
Banking (2022-2025) at Bank of Georgia.
Previously, she was Head of Strategic
Processes for Corporate and Investment
Banking (2016-2017) and later Head of
Customer Experience. Before joining the
Group, Nutsiko was head of strategic
planning and budgeting at TBC Bank and
an analyst at J.P. Morgan in London (2011-
2014).
Education
MSc, Finance, Bayes Business School;
BSc, Economics, Moscow State Institute of
International Relations.
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 between 2009-2011.
Education
MBA, Wharton School, University of
Pennsylvania;
Bachelor’s degree, Finance, San Jose State
University.
Group Management Team
Appointed: January 2019
Appointed: As CLO: June 2020;
As Deputy CEO:January 2025
Archil Gachechiladze
Executive Director and CEO of Lion Finance
Group PLC and CEO of Bank of Georgia
Ana Kostava
Deputy CEO, Chief Legal Officer
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Lion Finance Group PLC Annual Report 2025
1 Giorgi was appointed as CFO of the Group and Bank of Georgia effective March 2026. He succeeds Sulkhan Gvalia, who decided to step down from the executive role to
transition to a new stage in his life, following a 20-year tenure with the Group.
Subsidiary Management
Executive Management at Bank of Georgia
Executive Management at Ameriabank
Archil Gachechiladze
Chief Executive Officer
Artak Hanesyan
CEO, Chairman of the
Management Board
David Davitashvili
Deputy CEO, Data and
Information Technology
Gagik Sahakyan
Corporate and Investment
Banking Director
Elene
Okromchedlishvili
Head of Human Capital
Management
Giorgi Shagidze
1
Deputy CEO (subject to
regulatory approval),
Chief Financial Officer
Hovhannes Toroyan
Chief Financial Officer
Levan Gomshiashvili
Deputy CEO, Chief
Marketing, Digital and
Customer Experience Officer
Andranik Barseghyan
Risk Management Director
Zurab Alpaidze
Director of Infrastructure
Operations
David Chkonia
Deputy CEO,
Chief Risk Officer
Armine Ghazaryan
Chief People and Services
Officer
Ana Kostava
Deputy CEO,
Chief Legal Officer
Arman Barseghyan
Retail Banking Director
Nino Khorguani
Director of Banking
Operations
Etuna Iremadze
Deputy CEO,
Premium Banking
Giorgi Gureshidze
Deputy CEO (subject to
regulatory approval), Head
of Mass Retail
Levan Kobakhidze
Head of Payments
Zurab Kokosadze
Deputy CEO, Corporate
and Investment Banking
Tornike Kuprashvili
Head of SME Business
To learn more about the teams
that manage our subsidiaries,
please scan the following code:
149
Lion Finance Group PLC Annual Report 2025
Additional InformationFinancial StatementsGovernanceStrategic Report
Nomination Committee Report
Enhancing long-term stability through
strategic Board composition and
comprehensive oversight of Executive
Management succession.
Membership of Nomination Committee and meeting attendance
No. of meetings attended
Committee membership Date of membership Scheduled Ad hoc
Mel Carvill (Chair) 10 March 2022 4/4 1/1
Tamaz Georgadze 24 February 2018 4/4 1/1
Hanna Loikkanen* 24 February 2018 1/1 1/1
Jonathan Muir** 24 February 2018 1/1 1/1
Cecil Quillen 24 February 2018 4/4 1/1
Véronique McCarroll 1 October 2018 4/4 1/1
Mariam Megvinetukhutsesi 12 March 2021 4/4 1/1
Andrew McIntyre 15 March 2024 4/4 1/1
Maria Gordon 20 September 2024 4/4 1/1
Karine Hirn*** 7 April 2025 3/3 –
* Hanna Loikkanen resigned as an Independent Non-executive Director and as a member of the Committee at the conclusion of the 2025 Annual General Meeting on 16 June 2025.
** Jonathan Muir resigned as an Independent Non-executive Director and as a member of the Committee on 26 June 2025.
*** Karine Hirn was appointed as an Independent Non-executive Director and as a member of the Committee on 7 April 2025.
The skills and experience contributed by each member can be found on pages 133 and 143 to 146.
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.
Key objectives of the Committee
The Nomination Committee focuses on:
Board leadership
Identifying 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 the 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:
• Implementation of a Group-wide governance structure.
• Executive Management succession planning.
• Non-executive Director succession planning.
• Executive Management induction and training.
• Director induction and training.
• Progression of internal Board and Committee
performance review actions.
• Leading the external Board and Committee
performance review.
• Composition of the Supervisory Board.
150
Lion Finance Group PLC Annual Report 2025
Nomination Committee Report continued
We remain focused on aligning Board
composition with the Company’s evolving
needs, ensuring the right balance of skills,
experience, knowledge and diversity to
deliver our strategy and support long-term
sustainable success.”
Mel Carvill
Chair of the Nomination Committee
Dear Shareholders,
I am pleased to present the Nomination
Committee (the “Committee”) Report,
which provides an overview of the
Committee’s key responsibilities and the
significant work undertaken during the year.
Our work in 2025 was anchored in
supporting the Group’s strategic
ambitions. Navigating an increasingly
complex operating environment across
our markets, the Committee prioritised
ensuring the Board possesses the diverse
skills, international experience, and
forward-looking perspective essential for
effective oversight. This includes guiding
the Group through evolving regulatory
landscapes, accelerating technological
transformation, heightened stakeholder
expectations around sustainability, and
rapidly changing customer expectations.
Non-executive Directors’
succession and appointments
2025 was an active year for the
Committee as we advanced key elements
of our Non-executive Director succession
plan. During the year, we oversaw several
changes to the composition of the Board,
including the planned retirements of
Hanna Loikkanen on 16 June 2025 and
Jonathan Muir on 26 June 2025, both
of whom had served as Directors since
24 February 2018.
Karine Hirn was appointed as an
Independent Non-executive Director and
as a member of the Audit, Nomination and
Risk Committees on 7 April 2025. Karine’s
appointment followed a comprehensive
search for a new Non-executive Director
with ESG expertise; an area previously
identified in the Board skills matrix as
requiring enhancement. Following a
detailed review of Karine’s credentials
and references, the Committee concluded
that she possesses extensive experience
in sustainability, international investment,
investor relations, corporate governance,
and stakeholder management. I invite you
to read more about Karine in her biography
found on page 145.
Information on the Non-executive Director
appointment process can be found on
pages 153 to 155.
On behalf of the Committee, I would like
to welcome Karine and acknowledge the
meaningful contributions she has made
to the Board to date. I also extend our
thanks to Hanna Loikkanen and Jonathan
Muir for their immense contributions and
significant dedication to the Company
over the years.
As announced on 9 March 2026, following
a further comprehensive search during
2025 for a new Non-executive Director
with regional expertise in Armenia, we
are delighted that Armen Orujyan has
been appointed as an Independent Non-
executive Director and as a member of the
Risk and Nomination Committees with
effect from 9 March 2026. Armen also
brings executive expertise in deep-tech
innovation, venture scaling and global
digital policy, further strengthening the
Board’s expertise in these key areas.
When considering succession planning,
we ensure that retirements are managed
in an orderly way, in line with NBG
requirements where applicable and
the Code’s independence provisions.
We remain focused on aligning Board
composition with the Company’s evolving
needs, ensuring the right balance of skills,
experience, knowledge, and diversity to
deliver our strategy and support long-
term sustainable success. To this end,
during the year we reviewed succession
plans and recent developments relating
to Non-executive Director appointments.
To ensure compliance with regulatory
obligations and best governance practices,
two policies were reviewed and updated
during the year:
• JSC Bank of Georgia Administrators
Nomination Policy – applies to the
process of nomination and appointment
of the administrators of JSC Bank of
Georgia.
• JSC Bank of Georgia Supervisory Board
Members Nomination and Appointment
Policy – applies to the process of
nomination and appointment of the
Supervisory Board members of JSC
Bank of Georgia.
Operating in markets with specific
regulatory requirements limits the available
pool of qualified candidates. We mitigate
this through proactive talent development
and international search capabilities,
enabled through engagement with our
talent acquisition partner, Korn Ferry.
Further information regarding talent
development can be found on pages 141
and 152.
Further information regarding Board
composition, succession planning, and
Board and Committee changes can be
found on pages 150 to 153.
Executive Management talent
pipeline
During the year we received regular
updates from the CEO on succession plans
for the Executive Management Team and
reviewed the competencies of potential
internal candidates for critical roles.
I worked closely with the CEO to design
tailored development plans, equipping key
potential successors for critical roles with
151
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Additional InformationFinancial StatementsGovernanceStrategic Report
the skills required for future leadership.
These plans are reviewed and updated
regularly to reflect the Group’s evolving
needs and to ensure a strong, resilient
leadership pipeline capable of meeting
future challenges and driving the
Group forward.
As announced on 15 January 2026,
Sulkhan Gvalia, the Group and Bank of
Georgia’s Chief Financial Officer (CFO),
stepped down from the executive role in
March 2026 following a 20-year tenure
with the Group. Sulkhan remains a non-
executive member on the supervisory
boards of the Group’s various subsidiaries,
including Ameriabank. Following Sulkhan’s
departure, and after a comprehensive
recruitment process that included
interviews with both myself and Andrew
McIntyre, Chair of the Audit Committee,
Giorgi Shagidze was appointed to succeed
Sulkhan with effect from March 2026.
We are pleased to welcome Giorgi
Shagidze to the Group. Giorgi will have
responsibility for Group finance and
international growth, and also takes the
roles of Deputy CEO and CFO of Bank of
Georgia (subject to regulatory approval).
Giorgi brings extensive experience in
driving ambitious digital transformations
and developing customer-focused
banking. In his new role, he will focus on
strengthening our finance function and
advancing the Group’s international
growth opportunities.
We would also like to extend our sincere
thanks to Sulkhan for his dedicated
service and invaluable contributions to the
Group’s success. As a pivotal member of
the executive team, he has led our finance
function with distinction and played a
key role in shaping both our business and
our culture. We are delighted that he
will continue to support the Group in a
non-executive capacity.
Diversity, equity and inclusion
We are pleased that the Board continues
to comply with the targets outlined within
the UK Listing Rules, with over 40% of the
Board Directors being women, the senior
position of Senior Independent Director
held by a woman, and four members of our
Board 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 155 to 156.
Board and Committee
performance reviews
We recognise the importance of
reviewing our performance and
identifying opportunities to enhance
Board effectiveness. The 2025 internal
performance review, facilitated by the
Company Secretary, confirmed that
the Board and its Committees continue
to operate effectively. The review also
highlighted areas for improvement and key
priorities, and the Committee agreed on
actions that will be monitored throughout
2026.
Information regarding the 2024 and 2025
reviews can be found on pages 156 to 158.
In compliance with the Code, external
performance reviews are conducted on
a three-year cycle. Accordingly, the next
external review is scheduled for 2026.
Looking ahead
In 2026, we will continue to strengthen
succession planning for the Board,
Executive Management, and senior
leadership, ensuring the Group maintains
an effective structure and balanced
composition. The induction of Armen
Orujyan will be a key focus, and we
look forward to drawing on his regional
knowledge and IT expertise to enhance
our decision-making. We will also guide
the onboarding of our new CFO, Giorgi
Shagidze, and are confident his leadership
and expertise will enrich both the Board
and the executive team.
Tailored training will continue to be
prioritised for Directors to deepen their
knowledge of key topics aligned with
the Group’s evolving needs and their
responsibilities. Further details of our work
are set out in the following report.
Mel Carvill
Chair of the Nomination Committee
24 March 2026
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 134, 139 to
140, 150, and 152 to
154.
Non-executive Director appointment Appointed a new Non-executive Director who is an ESG expert. Pages 150 and 153.
Skills matrix Reviewed and updated the skills matrix to better understand the
competencies and experience of each Non-executive Director.
Pages 133 and 152.
Board and Committee
performance review
Conducted an internally facilitated performance review of the Board,
its Committees, individual Directors and the Chair of the Board. The
outcomes of this assessment were considered and actions agreed.
The Chair of the Board also met individually with each Non-executive
Director to discuss their review and to allow for further discussion
and feedback.
Pages 156 to 158.
Workforce engagement Received updates on workforce diversity and engagement. Pages 94 to 100, and
154 to 156.
152
Lion Finance Group PLC Annual Report 2025
Nomination Committee Report continued
Board skills and experience
The Committee maintains a skills matrix
mapping the Board’s skills against the
evolving needs of the business. The skills
matrix reflects a three-point rating
system for each skill to help identify
Directors’ respective levels 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 133.
During the year, the skills matrix served
as a tool in guiding the Non-executive
Director recruitment processes. By
systematically identifying desirable skills
and expertise that would complement
the Board’s existing knowledge and
competencies, the Committee ensured
a strategic and targeted approach to
Board composition.
The appointment of Karine Hirn has
strengthened the overall capability of
the Board. In addition to other key areas,
Karine brings expertise in sustainability, an
area in which she is recognised as a leading
authority. Her addition enhances the
Board’s capacity to address critical ESG
matters, aligning with our commitment
to responsible and sustainable business
practices. Her full biography can be found
on page 145.
Recognising that sustainability and
ESG represented areas for development
within the Board’s collective expertise,
the Directors also undertook targeted
ESG and climate training to deepen
its knowledge and understanding of these
critical issues. This commitment
to continuous learning ensures that
the Board is well-equipped to oversee
the Company’s sustainability strategy
and address emerging environmental
and social risks.
The Committee also considered
that experience in digital technology,
information technology and cyber security,
while present, remained an opportunity for
further development across the broader
Board composition. The Committee notes
that AI capabilities are considered within
the broader domains of the above, and
recognises the increasing importance of
AI considerations in its strategic and risk
oversight.
The Board included three Directors who
are experienced in Information Technology
and Cyber Technology. It was nevertheless
agreed that, should complex issues arise
requiring specialist input, the Board
could seek support from an independent
expert or consultant to support informed
and effective decision-making. The
Committee also noted that Tamaz
Georgadze, Andrew McIntyre, and Archil
Gachechiladze are recognised as “experts”
in digital technology, while Mel Carvill,
Tamaz Georgadze, and Andrew McIntyre
hold “experienced” proficiency ratings in
information technology and cyber security
within the Boards skills matrix.
In light of this existing expertise and the
appointment of Armen Orujyan to the
Board on 9 March 2026, as well as the
Board’s access to external specialists as
needed, the Committee does not consider
it necessary to recruit a dedicated cyber
security specialist to the Board at this
time.
Board composition
and succession planning
During 2025 the Committee reviewed
the composition of the Board and its
Committees as part of its succession
planning activities. In doing so, the
Committee considered the size and
structure of the Board, the tenure and
diversity of its members, and the skills and
experience contributed by each Director.
Following this review, and having regard
to the Code’s independence requirements,
the Board agreed to initiate a search for
external candidates with the requisite
skills, knowledge and experience. The
process maintained a strong emphasis
on diversity and prioritised individuals
with demonstrable regional expertise in
Armenia, and ideally with experience in
technology and digital transformation,
to support the Company’s needs and
strategy. Following this search, the Board
appointed Armen Orujyan to the Board
on 9 March 2026. His full biography can be
found on page 146.
The Committee remains committed to
ensuring that 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 continue to be committed to talent
development programmes and initiatives
across the Group. We actively invest
in developing the skills of our existing
Executive Managers while building
a robust pipeline of new executive,
senior, and middle managers through
structured coaching, mentoring and
leadership programmes. The Group
continues to expand its programmes to
include employees at all levels. Further
information on talent management can be
found in the ‘Empowering our employees’
section on pages 94 to 101.
During 2025, the Committee received
reports on the talent management and
leadership development programmes
and has, alongside the Board, dedicated
considerable 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, including proposed
promotions and organisational changes
designed to optimise leadership
effectiveness.
The Committee worked closely with the
CEO to review the Executive Management
Team succession plans. Particular
attention was given to succession planning
for critical roles, including the CEO, CFO
and Chief Risk Officer (CRO). This process
encompassed both contingency measures
for unforeseen circumstances and long-
term strategic succession planning to
ensure continuity and stability. The review
involved an evaluation of potential internal
candidates, assessment of their readiness,
and identification of any training or
development needs to prepare them for
future leadership responsibilities.
These succession plans are regularly
reviewed and updated to reflect the
evolving needs of the Group and to ensure
that the leadership pipeline remains
robust, diverse, and capable of meeting
future challenges and opportunities.
To support the Group’s long-term
leadership needs, the Committee
supported a thorough search for the CFO
role. This resulted in the appointment of
Giorgi Shagidze, an external candidate,
who commenced his role in March 2026.
A structured and thorough handover
took place between Sulkhan and Giorgi,
including Giorgi’s shadowing of Sulkhan.
Prior to his appointment, Giorgi also
met with members of management and
the Finance teams. The Committee will
continue to oversee the transition and
support Giorgi’s onboarding throughout
2026.
Board and Committee changes
In line with our succession plan, Jonathan
Muir stepped down as a Non-executive
Director, Chair of the Audit Committee,
and member of the Nomination
Committee on 26 June 2025. Andrew
McIntyre formally assumed the role of
Audit Committee Chair, following a period
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of close collaboration with Jonathan
and the wider Committee since his
appointment in 2024.
During the year, we completed a search
for an additional Non-executive Director
with the skills, knowledge, and experience
to complement the existing Board. Karine
Hirn was appointed on 7 April 2025 as
an Independent Non-executive Director
and joined the Audit, Nomination and
Risk Committees.
Hanna Loikkanen stepped down from the
Board, as Senior Independent Director, and
as a member of the Audit, Remuneration
and Nomination Committees at the
conclusion of the 2025 AGM. Véronique
McCarroll succeeded Hanna Loikkanen 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, Chair of the Audit Committee,
was appointed as a member of the Risk
Committee; and Véronique McCarroll,
Chair 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.
Since year-end, and in accordance
with the Company’s succession plans,
Armen Orujyan was appointed as an
Independent Non-executive Director
and member of the Risk and Nomination
Committees with effect from 9 March
2026. The appointment of Armen 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
Karine’s and Armen’s appointments.
Board appointment process
External recruitment advisor: Korn Ferry
(independent, with no other connection
to the Company or its Directors beyond
providing employee engagement research).
Key search criteria: Successful senior
executive career; relevant geographic
experience; appropriate characteristics,
traits, and leadership qualities; compliance
with the Diversity, Equity and Inclusion
Policy and diversity targets; and potential
alignment with the JSC Bank of Georgia
Nomination Policy and Georgian
Regulatory Framework for administrators
of commercial banks and/or Armenian
regulations and requirements. The
Committee agreed on the required skills,
experience, independence, and diversity for
any new appointment.
Additional specific search criteria for
Non-executive Director appointment
(Karine Hirn): ESG experience ideally
including stakeholder perspectives.
Additional specific search criteria for
Non-executive Director appointment
(Armen Orujyan): expertise in Armenian
economy, financial markets, geopolitics
and stakeholders; experience in technology
and digital transformation beneficial.
The Committee, with support from the UK General Counsel
and Company Secretary:
The Committee reviewed Board knowledge, skills, experience,
tenure and independence requirements under both the NBG and the
Code. The 2025 skills matrix identified opportunities to further enhance
Sustainability/ESG, UK executive remuneration, digital technology, and
information technology/cyber security expertise, with consideration
being given on how these needs could be met through a combination
of recruitment, training or the use of external expertise.
Further information on the Board’s skills can be found on page 133 and
information on Board independence can be found on pages 154 to 155.
Evaluated Board skills and requirements
The Committee recommended the preferred candidate to the Board.
Following Board approval, a market announcement was released.
Recommendation for Board approval
Korn Ferry was engaged to conduct a search focused on diverse candidates
matching the required skills and experience.
Candidate search
The Chair and UK General Counsel met with Korn Ferry to create a shortlist.
The Committee reviewed the shortlist and established an interview panel
consisting of the Chair and members of the Board.
Reviewed candidates
The interview panel met with candidates and narrowed the search.
The Committee reviewed candidates’ knowledge, skills, and experience.
Interviewed candidates
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Nomination Committee Report continued
Terms of appointment
Non-executive Directors receive a letter
of appointment outlining terms, fees, and
expected time commitment (minimum
25-35 days per year, plus additional time
for Committee roles). The Committee
is satisfied all Non-executive Directors
dedicate sufficient time to the role.
Election and re-election by
shareholders
All Non-executive Directors serve a
three-year fixed term, subject to annual
re-election by shareholders. Terms may
be extended but generally do not exceed
nine years, consistent with best practice,
and subject to defined circumstances as
identified by the Committee.
Following the Board performance
review, and with careful consideration
of a range of factors including Directors’
other commitments, the Committee
recommended to the Board and at the
2026 AGM the re-election of Mel Carvill,
Archil Gachechiladze, Tamaz Georgadze,
Maria Gordon, Karine Hirn, Véronique
McCarroll, Andrew McIntyre, Mariam
Megvinetukhutsesi and Cecil Quillen. The
Committee further recommended to the
Board and at the 2026 AGM, the election
of Armen Orujyan.
Board induction
Upon appointment, each Director
receives a comprehensive 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 Director, Karine Hirn 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. She also received
induction materials, including access to
recent Board and Committee papers
and minutes, policies, training materials,
succession plans, information on the
process for re-electing Directors according
to the Code, the Schedule of Matters
Reserved for the Board, the Roles and
Responsibilities document and the Terms
of Reference for each Committee. During
Karine’s visit to Georgia, the induction
process continued with arrangements
made for her to meet relevant members of
Executive Management, key advisors, and
representatives from various departments.
As part of her onboarding, Karine
completed tailored one-to-one training
on bank governance, key prudential
requirements, and associated reporting
obligations. The programme covered
the respective roles of Executive and
Non-executive Directors, fit and proper
assessments, remuneration rules, and
the responsibilities of Board Committees,
with particular focus on the Audit and
Risk Committees. Karine also undertook
specialist training on the role of board
members in UK listed companies, addressing
board structure, directors’ duties and
liabilities, and the importance of effective
corporate governance beyond compliance.
The training outlined the key tasks,
personal attributes, and skills required to
discharge board responsibilities effectively.
Following the appointment of Armen
Orujyan to the Board on 9 March 2026, his
induction will be a key focus for 2026.
Workforce engagement
Employee Voice, which aims to support
the exchange of opinions, ideas and views
between the Board and employees, is
facilitated by Mariam Megvinetukhutsesi
in her role as designated Non-executive
Director for workforce engagement.
Mel Carvill, the Chair, together with
Mariam Megvinetukhutsesi, and other
Non-executive members of the Board,
attended two Employee Voice meetings
during the year, engaging directly with
employees from Bank of Georgia and
Ameriabank. A translator was also
available during the meetings to further
support the engagement with employees.
Attendees discussed the current employee
experience, challenges and opportunities.
In June, an Employee Voice meeting was
held at Bank of Georgia where it was
noted that some attendees requested
further interaction with management.
Actions have since been put in place
to assist with this, such as hosting
management town halls at different
locations, and further work is underway.
In September 2025, an Employee Voice
meeting was held at Ameriabank,
where positive feedback regarding
the integration was received. Further
collaboration between the Ameriabank
and Bank of Georgia risk teams and
second-line functions were identified
as needing further improvement. The
Committee was happy to note that
improvements had already been made
in this area, as noted in the December
2025 Risk Committee meeting. Further
information on workforce engagement
can be found in the ‘Empowering our
employees’ section on pages 94 to 101,
and ‘Our Culture’ on pages 138 to 139.
The Committee believes that the
designated Non-executive Director
for workforce engagement, with
supplementary engagement from the
wider Board as required, remains an
appropriate and effective way 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.
Although the Board does not maintain a
formal policy on the maximum number
of external appointments its Directors
may hold, the Nomination Committee
assesses the time commitments of all
candidates before recommending any
new appointments. During the year,
the Committee also reviewed the time
commitments and listed mandates
of existing Directors to ensure that
each Board member continues to have
sufficient time and attention to devote
to the Company’s business. Further, the
Chair held individual review meetings with
the Directors in December 2025 where
time commitment was reviewed.
The Committee acknowledged the
increased time commitment required of
the Directors following the continued
integration of Ameriabank.
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 Chair of the Board and each Non-
executive Director in line with Principle
G and Provisions 9 and 10 of the Code
and is of the opinion that the Chair 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
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and free from any relationship that could
affect their judgement.
As part of its broader annual review of
Directors’ independence, the Committee
considered Tamaz Georgadze’s previous
appointment as a director of BGEO Group
Limited (BGEO), which is a separate legal
entity from the Company.
Tamaz Georgadze was appointed to
the Board on 24 February 2018 and
meets the Code requirements in respect
of independence. As part of a wider
assessment, we also took into consideration
the extent to which the length of time
on the board of a predecessor company,
BGEO, could impact his independence.
Tamaz was previously appointed to the
Board of BGEO on 19 December 2013.
Following this assessment, the Committee
determined that this former appointment
did not impair his independence. The
Committee noted the following:
• Substantial changes occurred in the
Executive Management following
the demerger of BGEO in 2018 and in
subsequent years. None of the Executive
Managers of the Group have remained
since 2018, and there have been two
changes of CEO.
• The demerger resulted in substantial
changes in the nature of the business
and management personnel.
• No other factors were identified that
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:
• New Board members must clearly
understand the operating, economic and
political environment in the core markets
in which the Group operates
to provide effective oversight.
• Bank of Georgia, and Ameriabank
are regulated entities in Georgia, and
Armenia respectively, and given their
supervisory-board structures, Board
members must, where they will be
appointed to a supervisory board,
meet the local banking regulator’s
requirements for supervisory board
membership.
Considering these matters, the Board is
satisfied that all current Directors have
retained their independence and strongly
recommends their election or re-election
by shareholders. The Committee notes
that the tenure of both Tamaz Georgadze
and Cecil Quillen are approaching
a tenure of nine-years which would
require additional consideration of their
independence in accordance with Provision
10 of the Code. The Committee has taken,
and will continue to take this into account
when considering succession planning,
Board composition and assessing the
ongoing independence of both Directors.
The Board believes the board structure,
in which members sit on the Board of
the Company and where applicable on
the Supervisory Boards of JSC Bank of
Georgia and Ameriabank CJSC, remains
an effective governance structure for the
Group.
Diversity, equity and inclusion
The Board has adopted a Diversity, Equity
and Inclusion Policy encompassing a
wide range of factors including, but not
limited to, race, ethnicity, gender, sexual
orientation, disability and socioeconomic
background. This policy, which reflects
current best practice, was reviewed by
the Board in December 2025.
The Board is committed to fostering a
diverse and inclusive environment and
continues to examine ways to enhance
diversity across the Board and throughout
the Group. The Committee monitors
progress against the following targets,
aligned with the FTSE Women Leaders
Review, the Parker Review, and UK
regulatory guidance:
• 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 is pleased to confirm
that these targets have been successfully
achieved. The Senior Independent Director
of the Company is female. As at the end of
2025, 44.44% of the Board were women,
and at the time of writing this figure is
40%. As at the end of 2025, 42.7% of the
Executive Committee equivalent and
their direct reports were women. Further
details on equal opportunity and diversity
are provided in the ‘Empowering our
employees’ section on pages 94 to 101.
Four members of the Board are from
a minority ethnic background: Archil
Gachechiladze, Tamaz Georgadze, and
Mariam Megvinetukhutsesi, who are
Georgian, and Armen Orujyan who is
Armenian. The Board recognises that
minority ethnic background encompasses
many aspects, including country of birth,
nationality, language, skin colour and
religion. Georgia has its own distinct
language, script, religion (the Orthodox
Church of Georgia) and unique geographic
location at the intersection of Europe, Asia
and the Middle East. Similarly, Ameriabank
operates in Armenia, which has a strong
cultural identity, an Indo-European
language, and the Armenian Apostolic
Church.
The Board considers diversity essential
for business development and ensuring
representation of the communities where
the Group operates. The Committee
continues to review diversity alongside
merit and objective criteria.
In line with the Parker Review’s
recommendation for FTSE 350 companies,
the Company has committed to achieving
15% ethnic minority representation within
UK-based senior management by December
2027. While we have met this target with
current 33.33% representation, with only
three persons classified as members of the
senior management executive team based
in the UK, our UK presence is significantly
smaller than those of many other listed
companies, and is perhaps less important
than for groups with a larger UK presence.
The diversity evident across the Group
globally better reflects the spirit of the
Parker Review, with leadership teams
worldwide representing a broad range of
backgrounds and perspectives.
With the majority of the Group’s workforce
based in Georgia and Armenia, its ethnic
composition differs from that of a UK-
based group. The Board itself is highly
diverse in nationality, and our Directors
are citizens of seven different countries.
The Committee continues to consider
all diversity factors, including gender
and ethnicity, in future appointments,
alongside appropriate knowledge, skills
and experience, in accordance with the
Diversity, Equity and Inclusion Policy.
In December 2025, the Board also approved
an updated Anti-discrimination and
Anti-harassment Policy, which commits
the Group to ensuring no discrimination
or harassment occurs in any form. Both
policies are aligned with relevant local legal
requirements and international standards,
including the UN Universal Declaration
of Human Rights, ILO fundamental
instruments, the UN Guiding Principles
on Business and Human Rights, and IFC
Performance Standards. These policies are
kept under regular review.
The policies can be found on the Group’s
website at https://lionfinancegroup.uk/
leadership-and-governance/documents.
In accordance with UK Listing Rule 6.6.6R(10),
as at the reference date of 31 December
2025, the composition of the Board and
Executive Management was as follows:
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Nomination Committee Report continued
Board and Executive Management gender representation
Number of
Board members
Percentage
of the Board
Number of senior
positions on the
Board (CEO, CFO,
SID and Chair)
Number in
Executive
Management
Percentage
of Executive
Management
Men 5 55.56% 2 15 75%
Women 4 44.44% 1 5 25%
Not specified/prefer not to say – – – – –
Board and Executive Management ethnic representation
Number of
Board members
Percentage
of the Board
Number of senior
positions on the
Board (CEO, CFO,
SID and Chair)
Number in
Executive
Management
Percentage
of Executive
Management
White British or other White
(including minority-white groups)
6 66.67% 2 1 5%
Mixed/ Multiple ethnic groups – – – – –
Asian/Asian British – – – – –
Black/African/Caribbean/Black British – – – – –
Other ethnic group 3 33.33% 1 19 95%
Not specified/prefer not to say – – – – –
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.
Board and Committee performance 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 Chair of
the Board and the individual Directors
is reviewed annually.
The Committee has adopted a
three-year assessment cycle.
Further information regarding the 2024
and 2025 internal performance reviews can
be found on the next page of this report.
2026
External
Performance
Review
2024
Internal
Performance
Review
2025
Internal
Performance
Review
2023
External
Performance
Review
Year 1 - External Performance Review
Year 3 - Internal Performance Review
Year 2 - Internal Performance Review
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2024 internal performance review – key actions through 2025
In 2024, in compliance with the Code requirements, and following the externally facilitated performance review by Clare Chalmers Ltd
in 2023, the Board undertook an internal review facilitated by the Company Secretary. Details of the process can be found on pages 133
and 134 of the Company’s 2024 Annual Report.
At each quarterly meeting in 2025, the Committee reviewed the key actions arising from the 2024 internal performance review and
monitored progress against each. The Committee is pleased to confirm that all actions identified have been completed as outlined below.
Opportunities Actions Outcomes 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 conducted a
comprehensive review of ESG oversight, examining industry
best practice and regional peers, and presented their findings to
the Nomination Committee in December 2024. The Committee
concluded that appropriate oversight was already available
to the Board and that a dedicated ESG Committee was not
required at this time. ESG matters would therefore continue to
be overseen by the Board and its existing Committees. 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 on the development plan and
skills analysis for each potential successor within the
Executive Management Team.
Code compliance Ensure sufficient dedicated resources are
allocated to help actively manage Code
compliance, particularly in relation to
internal controls.
Throughout 2025, the Audit Committee received regular
updates on the internal controls and Code compliance project.
The Audit Committee is content that sufficient resources
have been allocated to this project and that progress has
been made. The Board also received updates on this matter.
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 on the integration and development of the
Group structure were provided to the Board during the year.
Regular reporting from Ameriabank’s Head of Internal Audit
and CRO to the Board was established, as well as detailed
presentations from Ameriabank’s senior management while
the Board was in Armenia. Oversight of the integration will
continue in 2026.
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
extensively discussed and sought feedback on the renewed
Directors’ Remuneration Policy. Following AGM approval
of less than 80%, Directors continued to engage with
shareholders and proxy voting agencies to address concerns
and enhance understanding. An update statement was
provided on the Group website in December 2025.
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Nomination Committee Report continued
2025 internal performance review
In 2025, the Board undertook an internal performance review facilitated by the Company Secretary:
Directors’ performance
The performance of the Directors was
assessed via a questionnaire and individual
appraisal meetings conducted by the
Chair. Following careful consideration, the
Committee determined that each Director
continued to perform effectively and
recommends those Directors detailed on
page 154 for re-election by shareholders
at the 2026 AGM.
Board Chair’s performance
The Chair’s performance was assessed
via a questionnaire, and the SID led a
discussion on the Chair’s performance
without the Chair present. Following
careful consideration, the Committee
determined that the Board Chair
continued to perform effectively
and recommends his re-election by
shareholders at the 2026 AGM.
Committee’s performance
The Committee reviewed its own
performance, including that of its Chair,
as part of the internal performance
review, with findings considered at its
September 2025 meeting. The Committee
was satisfied with the results of the
review and is confident it continues
to operate appropriately and fulfil its
responsibilities. The Committee noted that
the Chair promoted effective and efficient
meetings, encouraging open deliberation
and positive dynamics. The Committee
effectively addressed succession planning
while remaining mindful of local regulatory
requirements. Future focus will remain on
Director training and onboarding.
1. Design and scope
In June 2025, the Nomination
Committee approved an internal
review by the Company Secretary
via questionnaire, building on
previous internal and external
evaluations. The questionnaire
was supplemented by interviews
conducted by the Chair.
4. Presentation and
discussions
In September 2025, the Nomination
Committee received a presentation
on the review results. The
Committee discussed strengths,
opportunities, and key priorities
for 2026. The Board and each
Committee also reviewed their own
performance.
5. Director appraisals
In December 2025, the Chair
conducted one-to-one appraisal
meetings with each Non-executive
Director to discuss the results in
further detail.
6. Actions
Key actions arising from the review were identified and a schedule was created to
monitor their implementation:
Opportunities Actions Outcomes and progress
Group-level
culture
oversight
Enhance Board oversight
of corporate culture and
behaviours from a Group
perspective.
Work is ongoing to ensure
robust Board oversight,
with suitable monitoring
mechanisms currently being
identified and assessed.
Director
onboarding and
development
Introduce coaching
support for new and
existing Directors to aid
integration and ongoing
leadership development.
Provide regional regulatory
training for new Directors
where appropriate.
Newly appointed Directors
have completed bespoke
training programmes
tailored to their individual
requirements, ensuring they
possess the requisite skills
and resources to discharge
their statutory and fiduciary
responsibilities effectively.
Consolidated
Group oversight
Consider how consolidated
Group-wide oversight can
be improved.
At Group level, work is ongoing
to review processes and
frameworks, with the Board
assessing the level of oversight
needed for current and future
governance needs.
2. Questionnaire
The Company Secretary, in
consultation with the Chair, Senior
Independent Director and UK
General Counsel, prepared tailored
questionnaires for the Board, each
Committee, the Chair, and individual
Directors. All questionnaires
were distributed electronically
in July and August 2025, and all
Directors completed the relevant
questionnaires assigned to them.
3. Analysis
The Company Secretary created
anonymised reports summarising
key findings, which were discussed
with the Chair, Senior Independent
Director and UK General Counsel
before presentation to the Board
and Committees in September
2025.
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Audit Committee Report
Enhancing trusted reporting and effective
controls to support continued future growth
Membership of Audit Committee and meeting attendance
No. of meetings attended
Committee membership Date of membership Scheduled Ad hoc
Andrew McIntyre (Chair) 15 March 2024
26 June 2025 (Chair)
4/4 6/6
Jonathan Muir* 24 February 2018 1/1 4/4
Hanna Loikkanen** 24 February 2018 1/1 3/4
Cecil Quillen*** 24 February 2018 1/1 2/2
Maria Gordon**** 20 September 2024 4/4 4/6
Karine Hirn***** 7 April 2025 3/3 4/4
Véronique McCarroll****** 7 April 2025 3/3 4/4
* Jonathan Muir resigned as a Non-executive Director and as a member of the Committee on 26 June 2025.
** Hanna Loikkanen resigned as a Non-executive Director and as a member of the Committee on 16 June 2025. Hanna Loikkanen was unable to attend one ad hoc meeting
during the year due to pre-existing commitments. Hanna had access to all relevant materials prior to the meeting and provided comments to the Chair as appropriate.
*** In accordance with succession plans, Cecil Quillen stepped down as a member of the Audit Committee with effect from 7 April 2025.
**** Maria Gordon was unable to attend two ad hoc meetings during the year due to pre-existing commitments. Maria had access to all relevant materials prior to the meeting
and provided comments to the Chair as appropriate.
***** Karine Hirn was appointed as an Independent Non-executive Director and as a member of the Committee on 7 April 2025.
****** Véronique McCarroll was appointed as a member of the Committee on 7 April 2025.
The skills and experience each member contributes can be found on pages 144 to 146.
All members of the Committee are Independent Non-executive Directors of the Board. They, and all other Non-executive Directors of
the Board, have the right to attend meetings. The CEO, CFO, CRO, Heads of Internal Audit, Chief Legal Officer, UK General Counsel,
Company Secretary and representatives of the External Auditor are regular attendees who provide insight into key developments.
In accordance with the Code, we are pleased to confirm the Committee meets the requirements of comprising at least three
Non-executive independent Directors. Furthermore, the Board is satisfied that Andrew McIntyre has recent and relevant financial
experience and that the Committee as a whole has competence relevant to the sectors in which the Company operates, and holds the
relevant combination of skills and experience to discharge its responsibilities.
Collaboration with the Risk Committee
The Committee works closely with the Risk Committee to ensure that 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.
The Terms of Reference of the Risk and Audit Committees were aligned in 2025 to ensure that there is a member of the Risk
Committee on the Audit Committee and vice versa, and to ensure that the Audit Committee’s Terms of Reference are clearly
delineated on operational risk. A joint meeting of the Audit and Risk Committees was held on 13 March 2025, at which viability
reporting and stress testing were discussed.
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Audit Committee Report continued
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.
• 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 functions.
• Approving the Internal Audit Plans.
• Considering an independent third-party review of the
Internal Audit functions.
• 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/
Focus of future activities
The Committee’s focus for 2026 will include:
• Approving the financial statements for the year ended
31 December 2025.
• 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.
• Continuing to oversee management’s preparations for the
first formal declaration under Provision 29 of the Code,
including monitoring the assessment of material controls
and supporting assurance activities.
• Assisting the Board in reviewing the effectiveness
of the Group’s risk management and internal controls.
• Reviewing the performance of the External Auditor.
• Overseeing the full independent third-party review
of the performance of the Internal Audit functions.
• Monitoring progress of the Internal Audit Plans.
• Overseeing the alignment of Bank of Georgia and
Ameriabank Internal Audit and financial reporting
functions and sharing of best practice.
• Participating in an external performance review of
the Committee’s performance.
• Monitoring the transition of External Auditor from EY
to PricewaterhouseCoopers LLP (PwC).
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We have continued to review and challenge
management across a number of areas
during 2025, including the integration of
Ameriabank into reporting processes and
monitoring the control framework in the
evolving operating environment.”
Andrew McIntyre
Chair of the Audit Committee
Dear Shareholders,
I am delighted to present my first report
on the activities of the Audit Committee
throughout 2025. This report explains how
the Committee operated and discharged
its responsibilities during the year,
considering matters in relation to financial
reporting, the Group’s internal control
environment and the relationship with the
Company’s External Auditor and Internal
Audit functions.
Committee composition
There were several changes to Committee
composition. At the start of the year the
Committee comprised Jonathan Muir
(Chair), Hanna Loikkanen, Cecil Quillen,
Maria Gordon and me.
On 7 April 2025 we welcomed Karine Hirn
and Véronique McCarroll as members of
the Committee while Hanna Loikkanen
and Cecil Quillen stepped down. I was
appointed as Chair upon Jonathan Muir’s
resignation from the Committee and the
Board with effect from 26 June 2025. I
would like to thank Hanna and Cecil for
their commitment and contribution to the
Committee, and particularly to Jonathan
for chairing the Committee during a very
demanding period of growth and change
and facilitating a smooth transition.
To enhance information sharing between
the Audit and Risk Committees, I was
appointed as a member of the Risk
Committee and Véronique McCarroll,
Chair of the Risk Committee,
was appointed as a member of the
Audit Committee.
More information about the changes is
available in the Nomination Committee
Report on pages 152 to 153.
Financial statements
The Committee reviewed management’s
approach to financial reporting, including
a thorough review of significant financial
reporting and accounting policies and
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 from
the CFO each quarter 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 2025 included expected credit loss
(ECL) provisions and impairments, the
accounting treatment of the acquisition of
Ameriabank, revenue recognition and the
measurement of fair value of investment
properties. 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.
The Committee also assessed the
appropriateness of the change in the
Capital Distribution Policy to transition
from semi-annual to quarterly dividends
with effect from Q3 2025.
Internal controls and the 2024
UK Corporate Governance Code
Throughout 2025, the Committee
received regular updates on the Group’s
preparations for compliance with Provision
29 of the Code. This included reviewing
and challenging management’s proposed
framework for identifying and assessing
material controls and considering the
readiness of governance and assurance
arrangements ahead of 2026 reporting.
The Committee reviewed management’s
approach to material controls and
monitored readiness milestones as part
of its broader oversight of the Group’s
risk management and internal control
framework.
The Committee is satisfied with the
progress made and will continue to
oversee this work during 2026. Further
information can be found on pages 110 to
111 and 167.
Internal audit
During the year the Committee continued
to oversee the role and effectiveness of
the Internal Audit functions in both Bank
of Georgia and Ameriabank ensuring
that the Board received appropriate
independent assurance over the course of
the year.
The Committee approved the Internal
Audit plans at the beginning of the
year. At each meeting, the Committee
reviewed key audit findings, challenging
management where appropriate, and
ensuring that remediation plans are in
place and executed in a timely manner.
Further information on our work with
Internal Audit is available on page 164.
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Audit Committee Report continued
Viability statement
The Committee 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
assessment of the viability statement is
available on page 123.
External audit
The Committee oversees the relationship
with EY, the Group’s External Auditor –
reviewing its effectiveness, independence,
objectivity and compliance with ethical,
professional and regulatory requirements.
The Committee reviewed and approved
the 2025 audit plan and audit fees, and
continue to monitor management’s
responsiveness to the External Auditor’s
findings and recommendations.
External audit tender
As detailed in last year’s Annual Report,
the Company’s external audit was put
out to competitive tender during 2024. An
overview of the tender process through
to the recommendation is described on
pages 141-142 of the 2024 Annual Report,
including adherence to the FRC Minimum
Standard and to the Statutory Audit
Services for Large Companies Market
Investigation Order 2014, alongside
stakeholder engagement. The result of
the competitive tender was announced on
13 December 2024, and a resolution will be
tabled at the 2026 AGM to appoint PwC
to audit the Group’s financial statements
for the year ending 31 December 2026.
To ensure a smooth transition, PwC
shadowed EY during the audit for the year
ending 31 December 2025. I would like to
thank Peter Wallace and his colleagues
at EY for their support and service to the
Group during the firm’s tenure.
Throughout 2025 we monitored PwC’s
shadowing of EY and the effectiveness
of EY as the External Auditor, and our
findings for the financial year ending
31 December 2025 can be found on
pages 165 to 166.
FRC Minimum Standard
I am satisfied that the activities the
Committee undertook during 2025 as set
out in this report have been performed in
compliance with the requirements of the
Minimum Standard for Audit Committees
published by the FRC in 2023. The Audit
Committee has also embedded the
Standard within its Terms of Reference to
further underpin its operating practices
and governance framework, ensuring its
activities are conducted in accordance
with recognised best practice.
Further details of the Committee’s
work during the year are set out in the
following report. My fellow Committee
members and I would be happy to answer
any questions about the work of the
Committee at the forthcoming AGM.
Andrew McIntyre
Chair of the Audit Committee
24 March 2026
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Key activities during the year
Topic Summary of activity
Find out more
(where applicable)
External audit • Reviewed EY’s audit plan, including its scope and methodology, ahead of the
FY25 audit.
• Discussing with EY its progress and findings throughout the audit.
• Conducting a review on the effectiveness of EY and its audit process.
• Reviewed any non-audit services and the related policy.
Pages 165 to 166.
Internal Audit functions • Reviewed the Internal Audit function, plan, KPIs, progress, risk assessment,
resourcing and follow-up methodology and structure for both Bank of Georgia
and Ameriabank.
• Oversaw the interaction between Internal Audit and management.
• Reviewed the structures of the Bank of Georgia and Ameriabank Internal
Audit teams.
• Reviewed reports of internal audits and monitored follow-up actions.
• Received a presentation of an internal audit automation tool for anti-money
laundering at Bank of Georgia.
• Approved the Bank of Georgia annual Internal Audit Plan and budget for 2026.
• Approved Internal Audit function KPIs.
• Reviewed the Internal Audit balanced scorecard and issues statistics.
• Approved amendments to the Bank of Georgia Internal Audit Charter.
• Approved Bank of Georgia’s Chief Auditor job description.
• Monitored and reviewed the effectiveness of the Internal Audit function,
including preparing ground work for a gap analysis in preparation for a full
independent third-party review.
• Selected and engaged BDO to carry out the External Quality Assessment
in 2026.
Page 164.
Capital distribution • Reviewed the capital distribution proposals in relation to share buybacks
and dividends.
• Reviewed the transition from semi-annual to quarterly dividends.
-
AML and sanctions
compliance risk management
• Oversaw the enhancement of the Group’s AML and sanctions compliance risk
management.
Page 174.
Governance • Reviewed governance processes and policies and the Committee’s Terms
of Reference.
• Reviewed the performance of the Committee and oversaw management’s
preparations for Provision 29 of the Code, including review of the material
controls framework and consideration of the assurance approach intended to
support the Board’s future declarations.
Pages 167 to 168.
Financial reporting • Reviewed the appropriateness and disclosure of accounting policies
and practices.
• Reviewed the 2025 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
allowance for expected credit loss and revenue recognition.
• 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 CFO’s quarterly reports to the Committee.
• Reviewed and recommended to the Board for approval the Going Concern and
Viability Statements.
Pages 164 to 168.
Litigation • Reviewed potentially material litigation and assessed whether provision should
be made in respect of such cases.
Note 23 on
page 289.
The Committee also received regular reports on information security strategy, cybersecurity risks, and data protection.
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Audit Committee Report continued
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 regarding management’s
judgements, reporting and audit of 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 drawing on 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 2025:
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 reviewed and challenged management’s approach to revenue recognition, focusing on
key income streams such as interest income, fee and commission income, and other income, and ensured
compliance with applicable accounting standards. It evaluated the design and effectiveness of relevant
internal controls and received updates from management, Internal Audit, and the external auditors on
the integrity of revenue recognition processes. The Committee also considered areas involving significant
judgement or estimation, including non-standard or complex transactions, and sought assurance that
these were reasonable and consistently applied. In addition, it reviewed analytical trends to satisfy itself
as to the completeness and accuracy of reported income.
For more information on the application of the Group’s accounting policies see Note 3 on pages 222 to 234.
Internal audit
The Committee is responsible, on behalf
of the Board, for overseeing the Group’s
Internal Audit function. Both of the
Group’s principal banking subsidiaries have
fully resourced Internal Audit departments
responsible for the third line of defence
within that bank, and answerable to the
Audit Committee of the subsidiary in
question. In addition, the Group Audit
Committee oversees internal audit for
the entire Group, with direct reporting
from the Head of Internal Audit of Bank of
Georgia and the Director of Internal Audit
of Ameriabank. The Group’s Internal Audit
functions 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.
One of the Committee’s key priorities during
the year was to monitor progress in aligning
the Bank of Georgia’s and Ameriabank’s
Internal Audit teams and to share best
practice between the two departments,
especially for emerging subjects and
specialised areas, and where efficiencies
can be gained from prior experience within
one subsidiary or the other.
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 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.
The Committee has concluded that the
Internal Audit functions are effective and
retain appropriate independence.
Internal Audit tender for external
quality assessment
In accordance with best practice under
the Chartered Institute of Internal
Auditors’ Internal Audit Code of Practice,
the Audit Committee determined that
an independent third-party review of the
Internal Audit function should take place
in 2026.
The Committee invited three firms to
present their proposals and teams and
discussed their fit against predetermined
criteria. The Committee was guided by
the Global Internal Audit Standards as
best practice and followed the process
therein. The Committee selected BDO
LLP as having sufficient experience
alongside local expertise in the region,
with the assessment to be carried out
by a qualified, independent assessor
(Certified Internal Auditor) in accordance
with the Standards applicable from 2025.
Consequently, BDO were engaged to carry
out the External Quality Assessment in
2026.
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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 judgements;
• 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;
• conducted a review of the effectiveness
of the External Auditor and the
audit process;
• 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 for the year
ended 31 December 2025 were GEL 4.638
million, of which:
Audit services
• GEL 1.824 million – audit of these
financial statements
• GEL 1.564 million – audit of financial
statements of subsidiaries
Non-audit services
• GEL 0.659 million – audit-related
services
• GEL 0.591 million – non-audit services
Further disclosure on the remuneration
paid to EY can be found in Note 27
on page 294.
Additional information regarding Non-
audit services and auditor independence is
detailed below.
Auditor independence
In accordance with the FRC Minimum
Standard and the Code, the Committee
is responsible for reviewing the
independence of the Group’s External
Auditor and satisfying itself as to its
continued independence.
EY has provided confirmation that
it remains independent of the Group
and its management. The Committee
considered this matter and after reflecting
on the scope of the work carried out by
EY, its tenure as External Auditor, its
demonstration of professional scepticism
and its relationship with the Group and its
team, concurred with that conclusion.
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
of 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 in this regard. EY has also
confirmed its independence throughout
the year within the meaning of the
relevant regulations and in accordance
with its professional standards.
As indicated in Note 27 to the Consolidated
Financial Statements on page 294, the
total fees paid to EY for the year ended
31 December 2025 were GEL 4.638 million,
of which GEL 0.591 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.
Non-audit services
The Committee’s Non-audit Services
Policy safeguards the auditor’s
independence and objectivity. This policy
was reviewed and updated in December
2025 and confirmed to be 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 ht tps://
lionfinancegroup.uk/leadership-and-
governance/documents/
EY undertook non-audit services of direct
benefit to shareholders of the Company,
in the form of assurance work carried
out in connection with the review of the
Company’s 2025 half-year results and
the covenant compliance review. EY also
undertook non-audit services in respect of
the issuance of Eurobonds.
In 2025, EY informed the Committee
that it identified that non-audit services
prohibited under the FRC’s Ethical
Standard were provided by Kept Armenia
to Belarusky Narodny Bank (BNB) during
2025. The service provided to BNB related
to corporate governance assessments
previously mandated by the National
Bank of Belarus. 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 2025 and is satisfied
that it did not, and will not, impair its
independence.
The value of non-audit services work by EY
was GEL 0.591 million in 2025 (2024: GEL
0.655 million), representing approximately
12.7% of the total fees paid to EY as
set out in Note 27 to the Consolidated
Financial Statements on page 294.
Audit tender and lead
partner rotation
EY was appointed as Auditor of
Lion Finance Group PLC in 2018 and
reappointed by shareholders at the 2025
AGM. The Committee was authorised to
set the remuneration of the auditor, with
98.45% and 99.95% of votes in favour for
each resolution respectively.
In December 2024, the Company
announced the result of the competitive
tender, and of its intention to recommend
the appointment of PwC as auditor for
the year ending 31 December 2026. EY
has continued in its role and undertook
the audit of the Company for this
financial year. The appointment of PwC
will be recommended to the Company’s
shareholders for approval at the 2026
Annual General Meeting.
The external audit tender process was set
out in detail in the Annual Report for the
year ending 31 December 2024.
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Audit Committee Report continued
Since the most recent rotation of the audit
partner in 2021, Peter Wallace has served
as the lead audit partner for the Company.
PwC has shadowed EY during the 2025
audit as part of the transition of External
Auditor. Additional time will be taken by
the Committee and management during
2026 to ensure an orderly handover to
our new auditors.
During 2025, 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.
Auditor appointment
A resolution for the appointment of
PwC will be put to shareholders at the
Annual General Meeting in 2026. EY
will cease to hold office following the
completion of the audit of the Group’s
financial statements for the current
year ended 31 December 2025. This
recommendation to shareholders is free
from influence from a third party, and no
contractual term restricting the choice by
the General Meeting of the Company’s
shareholders to certain categories or
lists of statutory auditors or audit firms
has been imposed on the Company. The
Committee would like to thank EY for its
service as the Group’s auditors and for the
professionalism during the tender process
and handover to PwC.
Assessing the effectiveness of
the external audit process and
External Auditor
The Committee and members of
management undertake a formal process
to provide feedback via questionnaire on
the external audit process. The Committee
reviews the findings, including both
qualitative and quantitative data 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:
1. External Auditor
Assurance from the External Auditor
covering independence (further
information is available on pages 165 to
166), matters raised in the FRC’s Annual
Quality Review inspection reports, and
remedial actions taken by EY.
2. 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.
3. 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.
4. Audit Committee
The Committee assesses the output of the
annual effectiveness evaluation to identify
any opportunities for 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 that 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 welcomed the findings
and identified areas of opportunity and
improvement for the 2025 audit.
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.
Meetings with the auditors
During the year the Committee met
privately, without management present,
with EY and the Heads 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 Bank of Georgia 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 111 to 122. 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.
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.
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• The effectiveness of the Group’s risk
management framework and internal
control processes.
• Stress testing and reverse stress testing.
The process of assessing the Group’s
viability over the three-year time horizon
included:
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.
Risk assessment
Each identified risk was carefully
reviewed in accordance with our risk
appetite, existing control framework
and the quantum of risk.
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.
Conclusions
The Committee considered the
findings from the analysis. The
conclusion was presented to
the Board to provide the opportunity
for review and challenge.
Stage 1
Stage 2
Stage 3
Stage 4
Our full viability statement can be found
on page 123.
Whistleblowing, conflicts of
interest, anti-bribery and anti-
corruption, and data protection
The Committee ensures that effective
whistleblowing procedures are in place.
The Group Whistleblowing Policy is
reviewed annually and allows employees
and stakeholders to anonymously raise
concerns without fear of recrimination
and protection from retaliation. The
Group uses independent whistleblowing
reporting channels and case management
tools and the Company continued
to promote the importance of the
whistleblowing processes and procedures
to employees during the year.
In line with the Code, responsibility for
the whistleblowing process sits with
the Board. The Committee continues
to monitor the use of the systems
and receives quarterly updates on
whistleblowing procedures; while reports
on specific cases are reviewed. The
Committee also received reports on any
Code of Conduct and Ethics violations.
Details of reports received through the
whistleblowing platforms can be found
on page 63.
The Committee annually reviews the
Group’s Anti-Bribery, Anti-Corruption
and Anti-Fraud Policy (ABCF Policy) and
procedures and receives reports from
management on a regular basis in relation
to any actual or potential wrongdoing.
During this financial year, the ABCF Policy
was updated to reflect the legislative
changes enacted by the UK Economic
Crime and Corporate Transparency Act
2023.
The Committee also continues to oversee
compliance with GDPR and receives
regular updates regarding data protection.
The Committee noted the legislative
changes to Georgia’s data protection
supervision and its implications for
the business.
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
Risk and Audit Committees. The Audit
Committee assists the Board in fulfilling its
responsibility to review the adequacy and
effectiveness of the controls over financial
reporting.
The Committee is supported by a number
of sources of 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 Chief Legal Officer.
The Internal Audit Plans for 2025 and 2026
included risk heatmaps. The Committee
received updates on changes required to
ensure compliance with the Global Internal
Audit Standards.
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 anti-
bribery and corruption, conflicts of interest
and whistleblowing.
Further information on our risk governance,
risk management and internal controls can
be found on pages 108 to 111.
2024 UK Corporate Governance Code Provision 29 readiness
During 2025, the Committee received updates on the implementation of the revised Code requirements and on management’s
preparations for compliance with Provision 29. This included a review of the proposed approach to identifying material controls
and consideration of the planned dry run of the assessment and reporting process ahead of 2026 implementation.
The Committee will continue to oversee progress during 2026, including monitoring readiness for the first formal Board
declaration.
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Fair, balanced and understandable reporting
The Committee reviewed this Annual Report and Accounts to consider whether, taken as a whole, it is fair, balanced and understandable,
and whether it provides the information necessary for shareholders to assess the Group’s position and 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. The Committee went through the following process in making its assessment:
1. Audit Committee review
The Committee reviewed the Annual
Report throughout the process
and actively provided input and
challenge to ensure balance
and consistency.
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 196.
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.
4. External audit review
The External Auditor presented
the results of its audit work to the
Committee.
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.
Outcome
Following this review, the Committee believes that the 2025 Annual Report and Accounts is representative of the year and provides
an understandable overview, offering shareholders the necessary information to assess the Group’s position, performance, business
model, and strategy.
Committee performance review
As part of the wider Board and Committee performance review, the details of which can be found on pages 156 to 158 of the
Nomination Committee Report, an internally facilitated review of the Committee’s and the Committee Chair’s effectiveness was
undertaken during 2025 via a questionnaire. The findings were considered by the Committee at its September 2025 meeting.
The review concluded that the Committee functioned well and had the appropriate composition and competence to fulfil its duties.
The interactions between the Committee and the Board, management, Internal Audit and the External Auditor were also considered
appropriate. Key themes included the oversight and integration of Ameriabank and developing a consolidated view of Internal Audit
and financial reporting. The Committee was pleased with the results of the performance review and will continue to consider areas
in which it can improve in the future.
Audit Committee Report continued
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Risk Committee Report
Providing robust oversight of risk
management to support the delivery of
the Group’s strategy within our defined
risk appetite and regulatory framework
Membership of Risk Committee and meeting attendance
No. of meetings attended
Committee membership Date of membership Scheduled Ad hoc
Véronique McCarroll (Chair) 1 October 2018
1 January 2022 (Chair)
4/4 N/A
Tamaz Georgadze 24 February 2018 4/4 N/A
Mariam Megvinetukhutsesi 12 March 2021 4/4 N/A
Karine Hirn* 7 April 2025 3/3 N/A
Andrew McIntyre** 7 April 2025 3/3 N/A
* Karine Hirn was appointed as an Independent Non-executive Director and as a member of the Committee on 7 April 2025.
** Andrew McIntyre was appointed as a member of the Committee on 7 April 2025.
The skills and experience each member contributes can be found on pages 143 to 146.
All members of the Risk 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 Chairman
of the Board, Group CEO, CFO, CRO, other representatives of the Group’s risk function, the CLO, Heads of 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.
Key objectives of the Committee
The Risk Committee, delegated by the Board, continues
to have overall non-executive responsibility for the
oversight of risk-related matters and the risks impacting
the Group. Its key responsibilities include:
• Overseeing and advising the Board on all risk-related
matters, including the ongoing development of risk
management policies, framework and infrastructure.
• Providing guidance to the Board on all risk-appetite
matters, ensuring alignment with strategic objectives,
regulatory expectations and evolving best practice.
• Reviewing the effectiveness of the Group’s risk
management framework and internal controls systems
(other than those overseen by the Audit Committee).
• Challenging and overseeing the Group’s stress-testing
exercises and approach to conduct, fairness, and financial
crime prevention.
• Assessing and challenging principal and emerging risks
facing the Company and reviewing related disclosures in
the Half-year and Annual Report to ensure transparency
and resilience.
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
The Committee’s focus for 2026 will include:
• Proactively monitoring critical risk exposures and emerging
risks within a dynamic macroeconomic, geopolitical, and
regulatory environment, with particular focus on sectoral
credit risk, liquidity pressures, digital transformation and
operational risks.
• Continued oversight of Ameriabank’s integration into the
Group’s risk governance framework following significant
progress in 2025.
• Continuing to work with the Audit Committee to advance
the enhancement of the Group’s Risk Register, ensuring
it provides a comprehensive, integrated view of risks and
associated controls.
• Supporting the Board, in conjunction with the Audit
Committee, to review the effectiveness of the Group’s
internal non-financial controls and risk management
framework, and consider whether the controls are
effective and any remediation actions required.
• Participating in an external performance review of the
Committee’s performance.
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Risk Committee Report continued
Collaboration with the Audit Committee
Throughout 2025, the Risk Committee maintained close collaboration with the Audit Committee to ensure both Committees
remained informed and aligned on areas of shared interest, supporting a comprehensive and integrated view of the Group’s risk
management and internal control environment.
A joint meeting of the Audit and Risk Committees was held on 13 March 2025, at which viability reporting and stress testing were
discussed.
To further enhance information sharing between the two Committees, Andrew McIntyre, Chair of the Audit Committee, was
appointed as a member of the Risk Committee from 7 April 2025, and Véronique McCarroll, Chair of the Risk Committee, was
appointed as a member of the Audit Committee from the same date. This cross-membership has strengthened governance and
enabled a more coherent approach to oversight of risk management and internal controls across the Group.
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We have continued to focus on maintaining
a healthy risk culture and ensuring that the
risk governance framework is consistently
relevant, robust and transparent to
support the long-term strategy and
success of the Group.”
Véronique McCarroll
Chair of the Risk Committee
Dear Shareholders,
As Chair of the Risk Committee (the
‘Committee’), I am pleased to present our
report for 2025. This report outlines the
Committee’s principal activities and areas
of focus, and details how we discharged
our responsibilities on behalf of the Board.
Group risk
A key area of focus for the Committee
has been the integration of Ameriabank,
ensuring consistency with the Group’s risk
management framework and policies,
and robust Committee oversight. The
integration has progressed well, and
oversight has been strengthened through
regular quarterly updates and the
introduction of a consolidated Group risk
dashboard. Presented to the Committee
each quarter, this dashboard provides a
holistic view of key risk areas across the
Group’s banking subsidiaries, enhancing
transparency and decision-making.
The Committee also received updates
from Ameriabank’s CRO during the year,
noting the strengthening collaboration
between the Bank of Georgia and
Ameriabank Risk teams and the progress
of key joint initiatives, including a
harmonised risk appetite framework
and the Group risk register.
Geopolitical and
macroeconomic risks
The geopolitical and macroeconomic
environments in the Group’s core
markets remained a dominant theme in
our 2025 discussions. In light of political
developments in Georgia and Armenia, we
closely assessed the potential implications
for the Group and actively monitored
mitigation strategies across different risk
scenarios. To ensure robust oversight, the
Committee held regular, in-depth sessions
with the Group CRO throughout the year,
receiving detailed updates on key risk
areas, including international sanctions,
liquidity risk, and credit exposures,
particularly within vulnerable sectors of
both economies.
Risk appetite and risk
management
At each quarterly meeting, we reviewed
the CRO’s comprehensive Bank of
Georgia risk report, which covered both
financial and non-financial risks. Given
the continued focus on macroeconomics,
this report includes a newly developed
dashboard of economic activity indicators,
which serves as a valuable early-warning
tool. The Committee noted with approval
the continued improvements in the risk
reports and dashboards presented.
Our annual review of the Bank of
Georgia 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 a new risk appetite metric specifically
focused on fraud risk at Bank of Georgia.
The Ameriabank risk appetite framework
will be presented to the Committee
in March 2026 to ensure its alignment
with that of Bank of Georgia.
Throughout the year, we actively
supported the CRO in driving
enhancements to the risk management
framework. Key initiatives included
implementing the Group risk taxonomy,
progressing the development of a Group
risk register, and approving a renewed
operational risk management framework.
The Committee also reviewed the latest
stress testing results and the updated
Internal Capital Adequacy Assessment
Process (ICAAP) and Internal Liquidity
Adequacy Assessment Process (ILAAP)
for Bank of Georgia and Ameriabank.
The Committee was regularly updated
on the impact of regulatory changes and
significant compliance matters in Georgia
and Armenia.
Working with the Audit
Committee
We have continued to work closely with
our colleagues on the Audit Committee
on matters including liquidity, capital
adequacy, the risk register, anti-money
laundering and sanctions compliance,
whistleblowing, information security,
cyber security and overall compliance. A
significant joint effort was overseeing the
alignment of the Group’s risk register with
the internal control requirements of the
Code. During 2026, the Committee will
continue to play an active role alongside
the Audit Committee in overseeing
the development of the Group’s risk
management and internal control
processes.
Committee review
In 2025, we conducted an internal
review of the Committee’s performance
and were pleased with the outcome.
We remain committed to continuous
improvement and will take forward the
recommendations from the review to
further enhance our effectiveness during
2026. Further information on the review
can be found on page 175 of this report.
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Risk Committee Report continued
Key activities and significant
issues considered during 2025
During 2025, the Committee received
updates and presentations from the
Group CRO, Risk teams, and senior
management. These sessions covered
a wide range of risks facing the Group,
risk culture, and risk appetite.
The Committee maintains a strong
focus on key risk topics, using in-depth
reviews where necessary to ensure a
comprehensive understanding of specific
risks and their associated mitigations. The
Committee is satisfied with the ongoing
improvements in the quality of risk
reporting and the ongoing strengthening
of the risk culture across the Group.
To inform the Company’s Viability Report
and Going Concern statements for the
2025 financial year, the Risk and Audit
Committees jointly reviewed the stress
testing and the reverse stress testing
methodologies, including the underlying
scenarios, metrics, and mitigating actions.
The table below provides an overview of the principal areas considered by the Committee during the year and further information
regarding the Group’s approach to risk management can be found on pages 108 to 111:
Risk areas Actions and outcomes
Macroeconomic &
geopolitical risks
Prior to each quarterly Committee meeting, the Board considers macroeconomic developments and the
political and geopolitical risks affecting the Group’s principal operating subsidiaries, providing context for the
Committee’s discussions on the Group’s risk management. During the year, the Committee continued to discuss
political and geopolitical events impacting the economies of Georgia and Armenia, the Company’s core markets.
Given geopolitical and macroeconomic risks, regulatory changes affecting the banking sector, and the indirect
impact of global instability on credit quality, customer behaviour and liquidity conditions, these matters were
discussed at each quarterly Committee meeting. A newly developed dashboard of economic activity indicators
for Bank of Georgia was presented to the Committee to support regular monitoring of economic trends and to
inform credit policy and risk appetite decisions.
As part of regulatory stress testing, Bank of Georgia presented stress-testing scenarios assessing the potential
impact of a severe economic downturn in Georgia. The results demonstrated that, despite the severity of the
scenario, the Bank remained resilient, particularly with respect to sanctions risk, credit risk, capital, liquidity and
business continuity.
Geopolitical and macroeconomic developments and their impacts on the business will be closely monitored in 2026.
Risk appetite In March 2025, the Committee reviewed and approved the updated risk appetite for Bank of Georgia. The proposed
changes, presented by the CRO, included revised limits for capital adequacy and liquidity ratios to reflect the
evolving operating environment. New metrics relating to fraud risk were added to the operational risk section,
reflecting its growing significance as a key risk in digital banking.
As the principal operating subsidiaries of the Group maintain their own risk appetite statements, the Committee
also reviewed key internal risk metrics for Ameriabank during the year.
Recognising the importance of a consistent approach across the Group, the Committee has requested the
development of a harmonised risk appetite framework. This framework is expected to be presented to the
Committee for review in the first quarter of 2026.
Committee composition
To enhance information sharing between
the Audit and Risk Committees, Andrew
McIntyre, Chair of the Audit Committee,
was appointed to the Risk Committee, and
I was appointed to the Audit Committee,
both with effect from 7 April 2025. This
enhanced collaboration has strengthened
our ability to identify and respond to
emerging risks in a timely and coherent
manner and will support the Board’s
assessment of the effectiveness
of the risk management and internal
controls framework.
Further detail of the Committee’s
work during the year is set out in the
following report.
Véronique McCarroll
Chair of the Risk Committee
24 March 2026
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Risk areas Actions and outcomes
Enterprise risk
monitoring,
including Group
risk profile
The Group operates an Enterprise Risk Management (ERM) process to identify and assess principal risks
and related controls. The Committee reviews the outputs of this process, assesses the effectiveness of the
risk management system, and considers opportunities to enhance controls and assurance. ERM maintains
comprehensive risk dashboards at both the Group and principal operating subsidiary levels, ensuring that key
material issues, including the top 20 risks, are appropriately covered. ERM also provides updates on key risk-
related initiatives, including risk register enhancements and regulatory change management.
In 2025, management assessed the effectiveness of risk mitigation and control functions, with findings reported
to both the Committee and Audit Committee. The Committee conducted a robust review of principal risk
disclosures for the Half-year and Annual Reports and provided recommendations to the Board. It also received
regular updates on the Ameriabank integration, with key risk matters escalated as appropriate.
The Committee reviewed quarterly risk reports for Bank of Georgia, covering performance against risk appetite
and key risk indicators (KRIs) across financial and non-financial risks, including operational, financial crime, cyber,
model and ESG risks.
In recognition of the Board’s responsibility to make the necessary declarations regarding the effectiveness of
material internal controls, with effect from the financial year ending 31 December 2026, as required by Provision
29 of the Code, the Committee discussed preparatory steps to aggregate and align inputs from Ameriabank and
Bank of Georgia. This includes internal controls and risk management frameworks, with a view to developing a
clearer and more streamlined Group-wide risk universe.
Integration of
Ameriabank
During the year, the Committee received reports focused on the evolving risk profile of the Group, including both
Bank of Georgia and Ameriabank, reflecting the ongoing integration process. As the year progressed, the scope
of risk reporting was expanded to provide a more comprehensive view of the combined risk profile, enabling the
Committee to review and assess risks across the Group.
In the second half of the year, risk reporting and Committee discussions increasingly reflected Ameriabank’s
risk exposures, control environment, and alignment with Group risk frameworks. This evolution provided the
Committee with enhanced visibility over integration progress and strengthened its oversight of risk across both
principal operating subsidiaries of the Group. The introduction of consolidated Group risk dashboards further
enhanced transparency and supported informed decision-making at the Group level.
Furthermore, Ameriabank’s CRO presented Ameriabank’s risk report to the Committee twice during the second half
of the year, covering a broad spectrum of principal risks and engaging with the Committee to answer questions.
Credit risk The Committee received regular updates on the Group’s credit risk profile, including key portfolio quality
developments, cost of credit risk trends and detailed analyses of Stage 3 loans amid significant portfolio
developments. These reports were discussed at scheduled quarterly meetings and, when necessary, during
informal interim calls with management. The Committee continued to monitor segment-level, sectoral,
and top borrower concentration risks.
Throughout the year, the Committee received updates on the Georgian residential real estate development
sector to ensure oversight of key risks and required actions.
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 remained above the minimum regulatory requirements and
that compliance with internal limits was maintained.
The Committee reviewed and approved the updated ICAAP and ILAAP for Bank of Georgia.
Risk Register The ERM function has developed a comprehensive bank-wide Risk Register for Bank of Georgia, creating a detailed
inventory of all principal risks. This initiative aims to establish a common risk taxonomy across key assurance
functions, including Internal Audit and the Internal Control Over Financial Reporting function. The Committee
monitors the Risk Register at each quarterly meeting to ensure its continued relevance and completeness.
During 2025, Group ERM actively supported Ameriabank in developing its own Risk Register. This work
contributes to the creation of a consolidated Group-level risk register, currently underway as part of the broader
Group risk taxonomy project. The project is designed to support the Board’s responsibilities under Provision 29 of
the Code regarding internal controls..
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Risk Committee Report continued
Risk areas Actions and outcomes
Risk culture In 2025, the Committee reviewed the findings of a comprehensive risk culture assessment at Bank of Georgia.
The results confirmed a strong level of risk awareness and accountability at managerial level, but also identified
opportunities to enhance the culture of openness and communication among non-managerial employees. Key
areas for improvement included encouraging the acknowledgement of mistakes, increasing awareness of the
anonymous reporting line and providing clearer guidance on risk escalation channels.
The Committee has endorsed targeted initiatives for 2026 to reinforce a ‘speak-up’ culture, raise the visibility of
the Risk function and its tools, and clarify points of contact for employees. Progress against these initiatives will
be monitored by the Committee throughout the year.
Operational risks The Committee reviewed the operational risk profile of both Bank of Georgia and Ameriabank using
comprehensive risk heat maps and descriptions of top incidents and key risk scenarios. Compliance and
financial crime risks, including internal and external fraud, remain key areas of focus.
The expansion of digital banking, alongside the emergence of AI-powered impersonation and social engineering
techniques, has significantly increased the Group’s exposure to fraud threats. Fraud schemes continue to evolve
in both complexity and speed, requiring heightened vigilance and enhanced controls. In response, the Committee
approved the introduction of a dedicated fraud risk appetite metric for Bank of Georgia, which will
be reviewed and refined further in 2026. The Committee also reviewed Ameriabank’s planned actions, including
accelerated mitigation for business continuity, third-party, and data governance risks.
Following a detailed presentation on Bank of Georgia’s business continuity management framework, the
Committee identified crisis management and third-party risk management as priority areas for enhanced
oversight in the coming year.
The Committee also reviewed and approved a renewed Operational Risk Management (ORM) framework for
Bank of Georgia. The update was prompted by the significant transformation of the ORM function during 2025.
The revised framework provides a more coherent and comprehensive structure for operational risk governance.
Key enhancements include clarified roles and responsibilities, refined risk classifications, and formal integration
of critical programmes such as Third-Party Risk Management, Business Continuity and Operational Resilience
and Fraud Risk Management. Following a thorough review, the Committee was satisfied that the framework
provides a robust foundation for managing operational risk.
Financial crime
risks
In 2025, the Risk and Audit Committees maintained close oversight of AML and sanctions compliance risk
management. The Committees dedicated significant time to reviewing the Group’s AML processes and
procedures to ensure they remained robust and effective.
Attention was also given to the development of regular AML and sanctions risk reporting across the Group to
monitor key risks. These ongoing efforts demonstrate a proactive approach to maintaining strong AML and
sanctions compliance controls and ensuring full compliance with applicable international sanctions regimes,
including those of the UN, US, UK, and EU.
IT, information
and cyber security
risks
The Committee received quarterly updates on information and cyber security within the Bank of Georgia and
Ameriabank risk reports.
ESG and climate-
related risks
The Committee monitored the environmental and social (E&S) risk profile of the Group’s loan portfolio, including
exposure dynamics and concentrations in high-risk sectors. In parallel, the Committee noted the continued
expansion of the Group’s Green Loan Portfolio.
The Committee continues to monitor the Group’s progress in developing its climate risk management capabilities
and receives regular updates to support its oversight. While recognising the data limitations that currently
constrain robust climate risk assessments and portfolio emissions monitoring, the Committee remains focused
on driving improvements in this area across the Group.
Related-Party
Transaction
(RPT) Policy
The Committee reviewed the revised Related-Party Transactions (RPT) Policy, updated to reflect the integration
of Ameriabank, and subsequently recommended it to the Board for approval.
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2025 Committee performance review
In 2025, the Committee undertook an
internal performance review, facilitated
by the Company Secretary, with findings
considered by the Committee at its
September 2025 meeting.
The review methodology involved a detailed
questionnaire, completed by each member,
which assessed key aspects of the
Committee’s performance, including:
• Management and effectiveness of its
annual work cycle and meeting agendas.
• Quality and timeliness of information
provided.
• Effectiveness of its oversight of
risk reporting, risk management policies
and practices and internal controls.
The review concluded that the Committee
continues to operate effectively.
It affirmed that the Committee is
appropriately composed, with a strong
mix of skills and relevant experience. The
effective leadership of the Chair and
the strong working relationship with
the Risk function were also highlighted.
Based on these findings, the Committee
determined that it had successfully fulfilled
its responsibilities in accordance with its
Terms of Reference during 2025.
The review also recognised the
introduction of cross-committee
membership between the Chairs of the
Risk and Audit Committees as a notable
success, which has enhanced governance
and fostered positive change.
One area identified for continued focus is
ensuring that briefing papers are targeted
and clearly highlight matters requiring the
Committee’s attention. The Committee
also reaffirmed that one of its priorities
for 2026 will be the continued oversight of
Ameriabank’s integration into the Group’s
risk governance framework.
Looking ahead, the Committee remains
committed to identifying opportunities
for further improvement to strengthen
governance and support the delivery
of long-term value for the Company.
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Our distinctive remuneration framework,
approved at the 2025 AGM, continues
to drive exceptional performance and
long-term shareholder value creation.”
Cecil Quillen
Chair of the Remuneration Committee
Membership of Remuneration Committee and meeting attendance
No. of meetings attended
Committee membership Scheduled Ad hoc
Cecil Quillen (Chair) 4/4 2/2
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.
* Hanna Loikkanen stepped down as a member of the Board and Committees as at the conclusion
of the AGM on 16 June 2025
Tamaz Georgadze 4/4 2/2
Hanna Loikkanen* 1/1 2/2
Mel Carvill 4/4 2/2
Maria Gordon 4/4 2/2
Dear Shareholders,
As Chair of Lion Finance Group’s
Remuneration Committee (the
“Committee”), I am pleased to present
the Directors’ Remuneration Report for the
financial year ended 31 December 2025.
This report will be subject to an advisory
vote at the 2026 AGM.
The Committee is principally responsible
for establishing and implementing a
Remuneration Policy (the ‘Policy’) that
rewards fairly and responsibly and is
designed to support the Company’s
strategy and promote its long-term
sustainable success.
We are pleased that our approach to
remuneration, including the implementation
of our new Remuneration Policy during the
year, continues to support outstanding
levels of performance and growth for the
benefit of all of our stakeholders.
Renewal of Remuneration Policy
in 2025
In advance of seeking shareholder
approval for the remodification and
renewal of our Remuneration Policy at last
year’s AGM, the Committee conducted a
comprehensive review of the executive pay
framework, in the context of the Group’s
excellent performance and the unique
talent markets in which we operate.
As described in detail in last year’s report,
the key conclusion from our review was
that we should retain our distinctive and
shareholder-aligned framework, under
which the majority of fixed pay and all
variable pay is delivered in the form of
long-term shares, with no cash bonus and
no long-term incentive plan (LTIP).
We updated our Policy to introduce an
exceptional maximum for the annual
variable award (from 100% to 200% of
fixed pay) and increase the shareholding
guidelines (from 200% to 300% of fixed
pay). The Policy was also amended to
allow a one-off Retention & Recognition
award of 100% of 2024 salary to the
CEO in deferred shares, made to both
ensure ongoing retention of the CEO in a
highly competitive talent market and to
appropriately recognise his contribution
to the exceptional long-term performance
delivered for stakeholders.
Ahead of the 2025 AGM and of the
finalisation of the proposed Policy, the
Committee undertook an extensive
consultation exercise, engaging with
shareholders representing approximately
63% of the register. We were pleased
by the level of engagement and the
opportunity to listen to our shareholders.
We received strong support from those
we engaged with, particularly in respect
of the need to retain and fairly reward our
CEO to continue the top-tier performance
which has been delivered for shareholders.
Proxy advisers also met with us and made
suggestions on the Policy and on enhanced
disclosure, which we took into account in
the Policy itself and in the surrounding
disclosure.
The Committee was pleased to see that
the Policy was approved by shareholders
at the 2025 AGM, although we
acknowledge that just over 20% of those
who voted did not support the resolution.
Since the 2025 AGM, the Remuneration
Committee Chair reached out again to
over 60% of our shareholder base, with a
focus on our largest 20 shareholders and
on those who voted against the resolution.
We received a relatively small number of
responses, and most of these responses
reaffirmed their feedback made during
the 2024-2025 extensive consultation,
which had already been reflected in the
final Remuneration Policy proposal.
Directors’ Remuneration Report
177
Lion Finance Group PLC Annual Report 2025
Additional InformationFinancial StatementsGovernanceStrategic Report
Several shareholders who voted for the
resolution reiterated their support of the
Policy, noting in particular the strong link
between pay and performance for the
Executive Director, and we were pleased to
listen to the feedback of all shareholders
who responded. Based on overall levels
of support received, the Committee
was comfortable in implementing the
Policy, including the grant of the one-off
Retention and Recognition award which
was made following the AGM.
Based on both our original engagement
programme and further consultation since
the AGM, the Remuneration Committee
has a good understanding of why some
shareholders (as well as one of the
main proxy voting agencies) were not
able to support the Policy. The primary
area of focus was around the Retention
and Recognition award granted to the
CEO. This award, which was entirely in
deferred shares, was conceptualised and
granted in order to retain our CEO, whose
leadership has underpinned our success
and is expected to continue doing so
following the renewal of his contract. In
response to these concerns, we confirm
that the Remuneration Policy aligns the
CEO closely with shareholders and it is
appropriate in order to fairly reward the
exceptional financial, operational and
strategic performance which underpinned
our position as the number one performing
stock in the FTSE 250 over our 2022
Remuneration Policy period (January 2022
to December 2024) with a TSR of 279%.
However, the Committee acknowledges
that not all shareholders are supportive
of one-off awards and is grateful for
the opportunity to consider these
shareholders’ views.
The underlying purpose of our Policy,
including the one-off Retention &
Recognition award, is to drive and reward
high levels of performance and shareholder
alignment. The Board is therefore pleased
to note that the business has continued to
perform strongly – since the 2025 AGM at
which the Policy was approved, delivering
upper decile TSR performance against the
FTSE 250 and creating almost £2.5 billion
of incremental shareholder value. In March
2026, as a result of our sustained share
price growth, the Company’s shares are to
be promoted into the FTSE 100 index. This
is testament to the top-tier performance
of the CEO and wider team and provides
the platform for continued growth in the
years ahead.
A summary of the key sections of the
Policy is set out on pages 192 to 195.
Overview of 2025 performance
and outcomes
2025 was a year of strong performance
for the Group, with profit (before one-
offs) of GEL 2,193 million, up 20.9% year-
on-year, and adjusted ROAE of 28.4%. The
Group’s loan book reached GEL 40,066
million, up 19.7% year-on-year in constant
currency, driven by expansion across both
Georgian and Armenian operations. Total
client deposits totalled GEL 38,630 million,
a 17.3% year-on-year in constant currency
increase. The digital strategy of the Group
saw Bank of Georgia’s Retail Digital
Monthly Active Users (Digital MAU) grow
by 15.0% to surpass 1.8 million individuals,
while Ameriabank’s Retail Digital MAU
reached 336,000 individuals, increasing by
45.3%. Bank of Georgia was named the
World’s Best Digital Bank 2025 by Global
Finance for the second consecutive year.
In February 2025, a GEL 107.7 million
extension to the share buyback and
cancellation programme was approved,
with further extensions of GEL 98.0
million and GEL 51.5 million in August and
November, respectively. The Company
moved from a semi-annual to the more
consistent quarterly schedule of dividends
in August. An interim dividend of GEL 5.10
per share was paid for Q1 and Q2, and an
interim dividend of GEL 2.65 per share was
paid for Q3, and further as disclosed in the
Preliminary Financial Results release, the
Board has declared a dividend of GEL 2.75
per share for Q4 2025, bringing the total
dividend for 2025 to GEL 10.50 per share
– an increase of 16.7% year-on-year. In
addition, the Board has also approved an
extension of the buyback and cancellation
programme by an additional GEL 53.5
million.
Over the course of 2025, we continued to
deliver outstanding and sustained share
price growth, as referred to above (and
shown on page 179) ultimately securing
our promotion to the FTSE 100 index in
2026.
The Committee set the KPIs for the
CEO for 2025 early last year, including
the stretching threshold, target and
maximum levels and weightings for each
KPI. Relevant shared KPIs were also
cascaded to relevant members 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.
As explained more extensively in
our Sustainability Report and in the
Sustainability Review section on page
56, the Company identified financial
inclusion and sustainable growth as two
of the strategic pillars, given the scale
and impact of our two main subsidiaries
within their local economies. The CEO
was also held accountable by the NPS and
eNPS KPIs. The individual Key Business
Objectives (KBOs) for the CEO focused on
key strategy matters for 2025.
The KPI calculations and outcomes
are disclosed in detail under ‘Basis
for determining Mr Gachechiladze’s
discretionary deferred share remuneration
in respect of 2025’ on pages 181 to
182 of this report. Each KPI result was
considered against the threshold, target
and maximum level and in accordance with
these calculations Mr Gachechiladze was
awarded 90.2% of his maximum standard
opportunity (81.6% of fixed remuneration),
paid solely in deferred shares in line with
the Policy.
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 value creation to
shareholders through buybacks, dividends
and considerable increase in market
capitalisation and the wider stakeholder
experience.
One of the changes introduced under
our new Remuneration Policy provided
the Committee with flexibility to make
a discretionary deferred share award
of up to 200% of fixed remuneration, in
circumstances of exceptional performance
and where TSR is in the upper quartile
against the FTSE 250. Despite the
continued exceptional performance during
the year as described above, including
significantly exceeding the TSR condition,
the Committee decided against making
use of this additional opportunity in
respect of 2025. This provides a further
illustration of the Committee’s continued
robust and responsible approach to the
application of our Policy.
Workforce remuneration matters
During the year, the Committee discussed
equal pay gap and gender pay gap raw
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. See Gender Equal Pay gap
on page 96 and Empowering Employees
section in the Sustainability Report.
178
Lion Finance Group PLC Annual Report 2025
The Committee also considered
compensation in the Bank of Georgia
against market rates for the major groups
of front office non-managerial positions
and back-office positions, IT jobs and
managers. These included a breakdown
by business line using compa-ratios (a
metric value expressed as a percentage
evaluating an individual against the
market average). It also covered
managers for the five business lines.
It identified areas where market rates
were not consistent along recommended
changes, and the Committee approved
the introduction of an intermediary
package for management to capture
this, to be applied on a case-by-case
basis where appropriate. The review also
noted the growth of non-financial sector
competition for front-line talent.
As post-acquisition integration has
continued, the compensation structure
for Ameriabank was considered over the
course of several meetings. This included
a new structure for management, and
evaluations against additional Key
Performance Indicators with a 360-degree
evaluation process. The Committee closely
oversaw the design of Ameriabank’s new
remuneration policies for Ameriabank’s
management Directors and material
risk-takers, which were adopted by
Ameriabank’s Supervisory Board and
became effective as of 2025. Specifically,
the Committee reviewed the general
principles of the Ameriabank policies, the
total annual reward pool and ensured that
Ameriabank’s remuneration policies are
heavily share-based in order to ensure that
the principle of shareholder alignment is
paramount, both in fixed and variable pay
for Directors and material risk-takers.
More importantly, deferral and retention
mechanisms were also introduced into
these policies and malus and clawback
standards were incorporated, to ensure
the alignment with Group’s remuneration
principles and policies.
For the first half of 2025, Hanna
Loikkanen was the designated Non-
executive Director for engagement
with the workforce; upon her departure
from the Board in June 2025, Mariam
Megvinetukhutsesi took over this position
and facilitated ‘Employee Voice’ meetings,
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).
Attendees during the year included myself
as Remuneration Committee Chair
and, among others, Board Chair and
Remuneration Committee member Mel
Carvill. Further information can be found
in the Directors’ Governance Statement
on page 134.
The Committee considered and approved
employee bonuses for 2025. These are
divided along business lines and comprise
both cash and share bonuses. In 2025 the
average employee cash salary increased by
17.3%, deferred share salary by 78.0% and
bonus by 8.2%.
The Committee also considered the
performance of Executive Management
against each of their KPIs (which
were each weighted) and their overall
performance for 2025, 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
Group executive management (see page
189).
Non-executive Director fees and
subsidiary Supervisory Board fees
Taking into account the responsibilities
and technical expectations of the Board
and inflation in the UK and Georgia
during 2025, the Company and JSC Bank
of Georgia Board and Committee fees
increased by 3%. In 2026, in line with UK
CPI for 2025 an increase of 3.4% has been
applied. Adhering to advice, no Director
was involved in the discussion of their own
fee increase.
As reported in the 2024 Annual Report, 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 have
enabled a significant and constructive flow
of information to, and supervision by, the
PLC Board.
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 minimis
amount for the role (USD 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.
Looking forward to 2026
In 2026, the Committee will operate under
the terms of the approved Remuneration
Policy.
There will be no change to the CEO’s fixed
remuneration and no further awards
will be made under the Retention and
Recognition element of the Policy.
Cecil Quillen
Chair of the Remuneration Committee
24 March 2026
Directors’ Remuneration Report continued
179
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Additional InformationFinancial StatementsGovernanceStrategic Report
At a glance
Our distinctive and shareholder-aligned remuneration framework, with no cash bonus and a very significant proportion of the package
delivered in long-term shares, is 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
Exceptional TSR performance for shareholders
Our Remuneration Policy is designed to support the delivery of exceptional performance for our shareholders. Underpinning the
Retention & Recognition award granted to the CEO during 2025, following shareholder approval at the 2025 AGM, was our observation
that TSR performance over the 2022 Policy period (January 2022 to December 2024) had significantly outperformed the upper quartile
of the market, such that Lion Finance Group was the best performing stock in the FTSE 250 over that period (the rank excluded those
who delisted) with a total shareholder return of 279%.
Since the approval of our Policy at the 2025 AGM, our CEO has continued to lead the business through a period of sustained growth,
creating almost £2.5 billion of incremental shareholder value over that period, and delivering upper decile TSR performance which has
supported the Board’s ambition of promotion into the FTSE 100.
TSR – #1 performing stock in the FTSE 250 (since January 2022)
Jan-22 Jul-22 Jan-23 Jul-23 Jan-24 Jul-24 Jan-25 Jul-25
Jan-26
Lion Finance Group FTSE 250 median FTSE 250 upper quartile
-100
0
100
200
300
400
500
600
700
2025
AGM
TSR charts calculated using a standard three-month average and measured to 28 February 2026.
180
Lion Finance Group PLC Annual Report 2025
Malus and clawback
Last year we were recognised by the FRC’s Annual Review of Corporate Reporting 2024 as an example of good practice for early
compliance with the new Code provisions on malus and clawback. The Company’s rules with respect to malus and clawback epitomise
advanced pro-stakeholder actions, and have been ahead of market practice given the increased focus on these items in the changes to
the Code. We are able to disclose again:
• Clawback applies for two years from the date of vesting, an increase from one year under the previous Policy.
• Additional ‘bad leaver’ provisions in the Executive Director’s contract allow 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.
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 2025 and 31 December 2024.
For 2025, 90.9% 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 179.
Cash
Salary
1
Deferred
share salary
2
(USD)
Taxable
benefits
3
(USD)
Pension
benefits
4
(USD)
Total
fixed pay
(USD)
Retention and
recognition
bonus
5
(USD)
Discretionary
deferred share
remuneration
6
(USD)
Total
variable pay
(USD)
Single total
figure
(USD)
2025 500,000 2,970,000 55,110 308,798 3,833,908 2,570,000 3,129,884 5,699,884 9,533,792
2024 370,000 2,200,000 54,586 234,867 2,859,453 – 2,418,353 2,418,353 5,277,806
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 2025 and 2024 work years. For 2025,
Mr Gachechildadze was awarded 50,415 shares. The number of shares was calculated by reference to a USD 58.9113 share price, which is the average share price of the five
working days before 25 December 2024. For 2024, Mr Gachechiladze was awarded 45,785 shares. The number of shares was calculated by reference to a USD 48.0504 share
price which is the average share price of the five working days before 25 December 2023. 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 a 2% employer contribution in line with other Georgian employees. 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 The figure shows the full value of the underlying nil-cost options over 43,625 shares granted in respect of the one-off Retention & Recognition award approved under the
2025 Remuneration Policy. The number of shares was calculated by reference to a USD 58.9113 share price which is the average share price of the five working days before
25 December 2024. This award 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 they are released on the fifth, sixth, seventh and eighth anniversaries of the start of the work year.
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 2025 Mr Gachechiladze was awarded 23,237 shares. The number of shares was calculated by reference to the closing share price on 11 February 2026 (the working
day before the Remuneration Committee meeting), which was USD 134.6940 (based on the official share price of GBP 98.80 per share converted into US Dollars using an
exchange rate of 1.3633, being the official exchange rate published by the Bank of England on the same date). For 2024 Mr Gachechiladze was awarded 41,816 shares. The
number of shares was calculated by reference to the closing share price on 5 February 2025 (the working day before the meeting) which was USD 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). 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 they 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 2025 discretionary award is described on pages 181 to 182.
7 Mr Gachechiladze was reimbursed for reasonable business expenses on provision of valid receipts, in line with Company policy. No money or other assets are received or
receivable by Mr Gachechiladze in respect of a period of more than one financial year as the Company does not operate an LTIP. 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 2024 or 2025. The values
reported at grant are not attributable to share price appreciation.
As shown on page 192, 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, illustrating the long-
term and shareholder-aligned nature of the remuneration structure.
Directors’ Remuneration Report continued
181
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Additional InformationFinancial StatementsGovernanceStrategic Report
Basis for determining Mr Gachechiladze’s discretionary deferred share remuneration in respect of 2025
Mr Gachechiladze’s KPIs included both financial and non-financial components. They largely track our published KPIs as he is expected
to deliver on the key strategic, financial and ESG priorities as CEO of the Group and of Bank of Georgia. The financial KPIs were selected
to reflect key metrics that signal the financial health of our business. The Remuneration Committee ensures that targets are relevant
drivers of required annual performance and are appropriately stretching. KPIs also consider the interests of the Group’s stakeholders
and its culture, alongside non-financial strategic outcomes. The CEO’s individual KBOs for 2025 focused on key strategic priorities.
The following table sets out the KPIs for Mr Gachechiladze in respect of 2025, and his performance against them. The notes below the
table provide further explanations for each KPI, corresponding to the numbering in the table.
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 (15%)
20%+ is the medium-term target, although the KPI
has been made more challenging
24.3% 27.3% 30.3% 28.4%
1
12.2%
2. Cost:income ratio (15%) 37.9% 35.9% 33.9% 35.5%
2
11.4%
3. COR (15%)
Cost of credit risk ratio
1.0% 0.7% 0.5% 0.4%
3
15.0%
4. PBT (15%) Profit before tax GEL 2,286M GEL 2,486M GEL 2,686M GEL 2,610M
4
13.3%
Non-financial KPIs (Bank of Georgia)
5. NPS (6%)
Net Promoter Score
55.0 60.0 65.0 75.7
5
6.0%
6. eNPS (6%)
Employee Net Promoter Score
44.0 54.0 64.0 59.3
6
5.2%
7. GenAI engagement (2%) 40.0% 50.0% 70.0% 55.9%
7
1.6%
8. Retail Digital MAU (2%) 1,650,000 1,750,000 1,850,000 1,833,116
8
1.9%
9. ESG/impact (4%)
‒ Cash withdrawals/total transactions (by volume) 25.0% 24.0% 22.0% 20.2% 1.0%
‒ sCoolApp MAU 165,000 185,000 205,000 185,700 0.7%
‒ Self-employed borrower clients 66,000 69,000 80,000 77,114 0.9%
‒ Green portfolio (GEL, millions) 1,000 1,200 1,300 1,361
9
1.0%
Individual KPIs
10. Individual Key Business Objectives (20%) Below Met Exceeded Exceeded
10
20%
Total 90.2%
Further information on each KPI (corresponding to the numbering in the table above):
1. Return on average equity (ROAE): 28.4% achieved (adjusted for one-off items). Unadjusted ROAE for FY25 was 28.0%. ROAE is a key
indicator of profitability for shareholders. Our communicated medium-term target for the Group remains 20%+. ROAE was 30.0%
in 2024, 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 2024, 2023, 2022 and
2019). The Committee notes that the achievement of 28.4% ROAE represents a high result.
2. Cost:income ratio: 35.5% achieved (adjusted for one-off items). Unadjusted cost:income for FY25 was 36.2%. Cost:income was
34.3% in 2024, 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 and 2019).
3. Cost of credit risk ratio (COR): 0.4% achieved. The Group has maintained strong loan portfolio quality, and its cost of credit risk ratio
was well below its guided through-the-cycle normalised range of 0.8-1.0%. Cost of credit risk ratio was 0.5% in 2024, 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 2,610 million achieved. Reported PBT was GEL 2,580 million. PBT was GEL 2,176 million
in 2024, 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 2024, 2023, 2022 and 2019). PBT is an important measure of overall performance for any business.
5. Net Promoter Score (NPS): 75.7 achieved (latest in 2025). Bank of Georgia 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 67 in 2024, 59 in 2023, 58 in 2022, 55
in 2021, 46 in 2020 and 37 in 2019. 75.7 is considered a very high eNPS score for any universal bank and is our highest achieved.
6. Employee Net Promoter Score (eNPS): 59.3 achieved. Bank of Georgia Employee NPS is based on internal confidential surveys. eNPS
was 54 in 2024, 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.
7. GenAI engagement: 55.9% achieved. This new KPI was introduced in 2025 to measure the weekly adoption of internal AI tools by
employees at Bank of Georgia, reflecting the strategic priority of embedding this technology to enhance operational efficiency and
foster innovation.
8. Retail Digital MAU: 1,833,116 achieved. This increase of 15.0% year-on-year for December 2025 helps measure the success of our
digital strategy and rising digital engagement.
9. 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, financial inclusion is one of the strategic pillars, and the KPIs above
reflect this focus. The green portfolio KPI is for increased accountability on sustainable finance for Bank of Georgia, which was added
as a strategic pillar.
182
Lion Finance Group PLC Annual Report 2025
10. Individual Key Business Objectives (KBOs): Outperformance achieved (20.0% weighted performance outcome). The individual KBOs
for the CEO were centred on pivotal strategic initiatives for 2025. The Remuneration Committee’s assessment confirmed significant
outperformance in each area. For Mr. Gachechiladze, these objectives were as follows:
(i) Strategic integration of Ameriabank: a primary objective for the CEO was the successful integration of Ameriabank into the
Group’s structure following the acquisition in March 2024. This complex process was managed to ensure Ameriabank would
operate as a stand-alone entity within the Group, retaining its established brand and corporate identity. A critical aspect of
this integration was the retention of key personnel. The well-regarded and experienced management team of Ameriabank
was retained post-acquisition to ensure continuity and leverage their local expertise. See Ameriabank: remarkable growth and
retail franchise development (page 16), Key performance indicators (pages 20-22), Ameriabank integration update (page 40),
Oversight of the integration of Ameriabank (page 134) and Strategic focus (page 137).
(ii) Strengthening Bank of Georgia’s Executive Management Team: Mr. Gachechiladze executed significant updates within
the executive management team to align with the Group’s strategic evolution. These included several key promotions
and appointments during the year to strengthen leadership and operational capabilities. See announcements of Bank of
Georgia’s Executive Management team update of 27 January 2025 and Bank of Georgia Executive Management Updates on
30 December 2025.
(iii) Maintaining constructive stakeholder relationships in the political climate: The CEO was tasked with navigating a particularly
challenging post-election period in Georgia, following the parliamentary elections of October 2024. The beginning of the 2025
was marked by greater political turbulence that demanded adept leadership to maintain stability, employee morale, and
constructive dialogue with key stakeholders. Mr. Gachechiladze successfully managed relationships with key stakeholders,
including the regulator. The Group’s ability to operate effectively and maintain its systemic importance in this climate
demonstrates the CEO’s proficient navigation of a politically volatile landscape, ensuring that both Bank of Georgia and
Ameriabank remained stable pillars in their respective jurisdictions.
(iv) Effective strategic communication with investors: A key deliverable for the CEO was the clear and effective communication
of the Group’s evolving strategy and the strength of its expanded franchise to the investment community. This was crucial for
fostering a strong investor understanding following the Ameriabank acquisition. This objective was met through a consistent
cadence of detailed quarterly earnings announcements and comprehensive investor presentations coupled with several
investor roadshows and meetings attended by the CEO. These communications provided transparent updates on the Group’s
performance, the successful consolidation of the Armenian business, and the quality and resilience of the overall franchise.
The testament to this effective communication strategy and the successful execution of the other KBOs was a significant
appreciation in investor confidence, reflected in the 92.9% increase in the Group’s market capitalisation over the course of 2025.
For additional information see “Investors” on page 51.
Overall, the CEO outperformed his 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 significant part through his
initiatives. In addition to the stakeholder matters covered by the KPIs, the Committee also noted that the Board approved extensions
to the share buyback and cancellation programme of GEL 107.7 million, GEL 98.0 million and GEL 51.5 million during 2025. Shareholders
received a final dividend for 2024 in July 2025 following the 2025 AGM. An interim dividend of GEL 5.10 per share was paid in
October 2025 for Q1 and Q2 2025, and an interim dividend of GEL 2.65 per share was paid in January 2026 for Q3. As disclosed in the
Preliminary Financial Results, for the last quarter of 2025, a dividend of GEL 2.75 per share was announced, making a total dividend
of GEL 10.50 per share, a 16.7% increase year-on-year. In addition, the Board has also approved an extension of the buyback and
cancellation programme by an additional GEL 53.5 million. The Committee noted that the Company’s market capitalisation increased
from GBP 2.1 billion at year-end 2024 to GBP 4.0 billion as at year-end 2025.
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. The average employee cash
salary increased by 17.3%, deferred share salary by 78.0% and the average employee bonus for 2025 increased by 8.2% year-on-year.
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 90.2% of the maximum deferred share opportunity, paid in deferred shares. The
Committee was comfortable that the formulaic outcome appropriately reflected performance, and therefore no discretion was applied.
One of the changes introduced under our new Remuneration Policy provided the Committee with flexibility to make a discretionary
deferred share award of up to 200% of fixed remuneration, in circumstances of exceptional performance and where TSR is in the upper
quartile against the FTSE 250. Despite the continued exceptional performance during the year as described above, including meeting
the TSR condition, the Committee decided against making use of this additional opportunity in respect of 2025. This provides a further
illustration of the Committee’s continued robust and responsible approach to the application of our Policy.
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 ten), comparisons are made against the Group as a whole. 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 180 include an explanation of cash
salary, deferred share salary, taxable benefits and discretionary deferred remuneration of the Executive Director.
Directors’ Remuneration Report continued
183
Lion Finance Group PLC Annual Report 2025
Additional InformationFinancial StatementsGovernanceStrategic Report
Change in pay – FY2025 Change in pay – FY2024
Total cash
salary
Total
deferred
share
salary
1
Taxable
benefits
Total
bonus
2
Total cash
salary
Total
deferred
share
salary
1
Taxable
benefits
Total
bonus
2
Average employee 17. 3% 78.0% 32.9% 8.2% 13.2% (33.3)% 12.6% 54.5%
Executive Director
Archil Gachechiladze
3
35.1% 35.0% 1.0% 135.7% 0.0% 0.0% (12.8)% (3.0)%
Non-executive Directors
Mel Carvill
4
3.0% – – – 6.0% – – –
Hanna Loikkanen
5
(49.9)% – – – 6.0% – – –
Jonathan Muir
6
(49.7)% – – – 6.0% – – –
Tamaz Georgadze
8
49.0% – – – 11.5% – – –
Cecil Quillen
9
(7.5)% – – – 6.0% – – –
Véronique McCarroll
10
27.8% – – – 6.0% – – –
Mariam Megvinetukhutsesi
11
3.0% – – – 6.0% – – –
Andrew McIntyre
12
49.0% – – – N/A – – –
Maria Gordon
13
265.0% – – – N/A – – –
Karine Hirn
15
N/A – – – N/A – – –
Former Non-executive Directors
Al Breach
7
N/A – – – (79.4)% – – –
Neil Janin
14
N/A – – – N/A – – –
Change in pay – FY2023 Change in pay – FY2022
Total cash
salary
Total
deferred
share
salary
1
Taxable
benefits
Total
bonus
2
Total cash
salary
Total
deferred
share
salary
1
Taxable
benefits
Total
bonus
2
Average employee 23.5% (5.2)% 0.5% 10.1% 26.3% 28.9% 14.1% 27.6%
Executive Director
Archil Gachechiladze
3
0.0% 0.0% 7.8% 0.1% 0.0% 30.5% 1,748.3% 39.0%
Non-executive Directors
Mel Carvill
4
29.9% – – – N/A – – –
Hanna Loikkanen
5
(3.6)% – – – 0.0% – – –
Jonathan Muir
6
0.0% – – – 0.0% – – –
Tamaz Georgadze
8
0.0% – – – (6.6)% – – –
Cecil Quillen
9
4.6% – – – 0.0% – – –
Véronique McCarroll
10
0.0% – – – 7.9% – – –
Mariam Megvinetukhutsesi
11
0.0% – – – 41.6% – – –
Andrew McIntyre
12
N/A – – – N/A – – –
Maria Gordon
13
N/A – – – N/A – – –
Karine Hirn
15
N/A – – – N/A – – –
Former Non-executive Directors
Al Breach
7
0.0% – – – 0.0% – – –
Neil Janin
14
N/A – – – (77.0)% – – –
Change in pay – FY2021
Total cash salary
Total deferred
share salary Taxable benefits Total bonus
Average employee (5.7)% 89.9% 1.9% 66.0%
Executive Director
Archil Gachechiladze
3
20% 35% 229.2% NMF
Non-executive Directors
Mel Carvill
4
N/A – – –
Hanna Loikkanen
5
2.7% – – –
Jonathan Muir
6
0.0% – – –
Tamaz Georgadze
8
0.0% – – –
Cecil Quillen
9
0.0% – – –
Véronique McCarroll
10
0.0% – – –
Mariam Megvinetukhutsesi
11
N/A – – –
Andrew McIntyre
12
N/A – – –
Maria Gordon
13
N/A – – –
Karine Hirn
15
N/A – – –
Former Non-executive Directors
Al Breach
7
(3.4)% – – –
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Lion Finance Group PLC Annual Report 2025
1 The number of salary shares for Mr Gachechiladze was constant at 75,000 shares per annum for 2020 and 2021 share prices, with share prices at 31 December 2020
(USD16.652) and 31 December 2021 (USD 22.480) used for the deferred shares salary comparison. In accordance with the Policy and the NBG requirements the deferred share
salary is based on a fixed cash value for 2022 onwards.
2 Total bonus for Mr Gachechiladze in each case was discretionary deferred share remuneration; this was not granted for 2020 (hence No Meaningful Figure (NMF)). In the case
of other employees of the Group, this was discretionary deferred share remuneration and/or any cash bonus.
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 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 and to the JSC Bank of Georgia Supervisory Board 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. She stepped down from the PLC Board on 16 June 2025 and from the JSC Bank of Georgia Board on 30 June 2025.
6 Jonathan Muir stepped down from the PLC and JSC Bank of Georgia Boards on 26 June 2025.
7 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.
8 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.
9 Cecil Quillen was appointed as Chair of the Remuneration Committee on 1 January 2023. He stepped down as a member of the Audit Committee on 7 April 2025.
10 Véronique McCarroll was appointed as Chair of the Risk Committee on 1 January 2022, as a member of the Audit Committee on 7 April 2025, as Senior Independent Director
for the PLC on 16 June 2025 and as Senior Independent Director for JSC Bank of Georgia Supervisory Board on 1 July 2025.
11 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
JSCBank of Georgia Supervisory Board, and as a member of its Risk Committee and Nomination Committee, on 6 May 2021.
12 Andrew McIntyre was appointed to the PLC Board, and as a member of the Audit and Nomination Committees on 15 March 2024. He was appointed as a member of the
Risk Committee on 7 April 2025, and as Chair of the Audit Committee on 26 June 2025. JSC Bank of Georgia fees include those paid for Supervisory Board members pending
official approval from the NBG and technical registration, which was confirmed on 26 June 2025.
13 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
include those paid for Supervisory Board members pending official approval from the NBG and technical registration, which was confirmed on 8 April 2025.
14 Neil Janin stepped down from the PLC Board on 10 March 2022 and from the JSC Bank of Georgia Board on 31 March 2022.
15 Karine Hirn was appointed to the PLC Board, and as a member of the Audit Committee, the Risk Committee and the Nomination Committee, on 7 April 2025. JSC Bank of
Georgia fees include those paid for Supervisory Board members pending official approval from the NBG and technical registration.
16 The Company has fewer than ten UK (parent company) employees and the percentage changes could be considered distortive. Year-on-year changes for average UK
employees from 2020 to 2021 for cash salary was (4.0)% and bonus was (2.9)%; year-on-year changes from 2021 to 2022 for cash salary was 12.2% and bonus was (4.4)%;
year-on-year changes from 2022 to 2023 for cash salary was 7.1% and bonus was 10.0%; year-on-year changes from 2023 to 2024 for cash salary was 12.7% and bonus was
15.3%; year-on-year changes from 2024 to 2025 for cash salary was 35.7% and bonus was 108.1%. Deferred share salary and taxable benefits are not applicable for all years.
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 Group 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 the banking expertise to effectively
run systemically important financial institutions in our geopolitically challenged region.
Our CEO must be an internationally credible investor-facing figure who can lead a FTSE 250 constituent of the London Stock Exchange
(LSE), and now promoted into the FTSE 100 index. 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, and in the Caucasus region generally.
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.
Robustly benchmarking CEO compensation in our talent markets is very challenging due to limited publicly available external reference
points. Although we are a UK-listed company, market practices in the FTSE 250 are not fully applicable to the highly specialised talent
markets in which we operate.
Notwithstanding the lack of direct comparability, the Committee considered 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; One Savings Bank PLC; Close Brothers Group PLC; Nationwide Building Society; Georgia Capital PLC; TBC Bank
Group PLC; Halyk Savings Bank of Kazakhstan JSC; Kaspi.kz JSC; Banca Transilvania; BAWAG Group AG; Nu Holdings Ltd (Nubank);
DBS Group Holdings Ltd and IG 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.
Directors’ Remuneration Report continued
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Additional InformationFinancial StatementsGovernanceStrategic Report
The fintech market – a talent pool from which Bank of Georgia and its competitors are often now recruiting – 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 us as the World’s Best Digital Bank for the second consecutive year. Our CEO
is widely regarded as the architect of this market 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’s package, 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 reward pool at Ameriabank is a good example, as the bonus pool for employees, in the case of achievement of
high RoE, refers to a percentage of net profit before tax. 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; Ameriabank’s remuneration policies are considered to
be relatively modest compared to its local peers.
Further, to highlight the risk of disparity 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 of value upon award for executives, unlike our 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 Policy factors in, are not relevant factors in the market landscape where our talent
pool lies.
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 ten UK employees, to do so would not be meaningful.
Further details of fixed and discretionary deferred share compensation granted during 2025 (audited)
The following table details nil-cost options over Company shares granted to Mr Gachechiladze in 2025.
Deferred share salary
Discretionary deferred share remuneration and
retention and recognition bonus
Number of underlying shares and basis on
which award was made
50,415 granted for the 2025 work year on
the basis of the Policy available at
https://lionfinancegroup.uk/leadership-
and-governance/documents
85,441 (41,816 discretionary deferred
share remuneration and 43,625 retention
and recognition bonus) granted for the
2024 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
Face value USD 2,970,000
Cash payments equal to the dividends
paid on the underlying shares will be made
upon vesting (if applicable)
USD 4,988,353
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 awards are receivable, since
they are based on past performance
(and are not an LTIP awards) and are
not subject to any further performance
measures or targets over the vesting
period.
Vesting period 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.
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.
186
Lion Finance Group PLC Annual Report 2025
Single total figure of remuneration for Non-executive Directors (audited)
The table below sets out the remuneration received by each Non-executive Director for 2024 and 2025.
Lion Finance Group Plc
fees (USD)
JSC Bank of Georgia fees
(USD)
Ameriabank CJSC fees
(USD)
Pension-related benefits
(USD)
Total (USD)
2024 2025 2024 2025 2024 2025 2024 2025 2024 2025
Mel Carvill 109,802 113,096 222,932 229,620 – – – – 332,734 342,716
Tamaz Georgadze
1
56,609 58,308 102,174 105,240 8,203 98,438 – – 166,986 261,985
Hanna Loikkanen
2
72,627 34,448 132,430 68,201 – – – – 205,057 102,650
Véronique McCarroll
3
51,868 68,075 101,976 128,539 – – – – 153,844 196,614
Mariam
Megvinetukhutsesi
4
49,645 51,134 92,889 95,676 – – 1,858 1,914 144,392 148,724
Jonathan Muir
5
56,609 28,448 102,174 51,346 – – – – 158,783 79,795
Cecil Quillen
6
63,109 57,223 110,841 103,761 – – – – 173,950 160,984
Andrew McIntyre
7
42,135 61,639 72,759 109,523 – – – – 114,894 171,162
Maria Gordon
8
16,769 61,655 30,177 109,702 – – – – 46,946 171,357
Karine Hirn
9
– 45,157 – 80,347 – – – – – 125,504
Total 530,269 579,184 988,045 1,081,955 8,203 98,438 1,858 1,914 1,528,375 1,761,491
1 Tamaz Georgadze was appointed to the Supervisory Board of Ameriabank CJSC and its Risk and Audit Committees on 11 December 2024.
2 Hanna Loikkanen stepped down as Chair of the Remuneration Committee on 1 January 2023 but remained a member of the Committee. She stepped down from the PLC
Board on 16 June 2025 and the JSC Bank of Georgia Supervisory Board on 30 June 2025.
3 Véronique McCarroll was appointed as a member of the Audit Committees on 7 April 2025, as Senior Independent Director for the PLC Board on 16 June 2025 and as Senior
Independent Director for JSC Bank of Georgia on 1 July 2025.
4 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.
5 Jonathan Muir stepped down from the PLC Board and JSC Bank of Georgia Supervisory Board on 26 June 2025.
6 Cecil Quillen stepped down as a member of the Audit Committee on 7 April 2025.
7 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 include fees
paid for Supervisory Board member services performed pending official approval from the NBG and technical registration, which was confirmed on 26 June 2025. He was
appointed as a member of the Risk Committee on 7 April 2025, and as Chair of the Audit Committee on 26 June 2025.
8 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
include fees paid for Supervisory Board member services performed, pending official approval from the NBG and technical registration, which was confirmed on 8 April 2025.
9 Karine Hirn was appointed to the PLC Board, and as a member of the Audit Committee, the Risk Committee and the Nomination Committee on 7 April 2025. JSC Bank of
Georgia fees include fees paid for Supervisory Board member services performed, pending official approval from the NBG and technical registration.
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. The Non-executive
Directors were reimbursed for reasonable business expenses on provision of valid receipts, in line with Company policy.
Total Shareholder Return (‘TSR’) and CEO remuneration
We note the Group demerged from its precedent parent relisted as a separate business 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 2025.
May-18 Dec-18 Dec-19 Dec-20 Dec-21 Dec-22 Dec-23 Dec-24
Dec-25
Lion Finance Group PLC FTSE 250 (Rebased) FTSE All Share (Rebased)
0
100
200
300
400
500
600
700
Directors’ Remuneration Report continued
187
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Additional InformationFinancial StatementsGovernanceStrategic Report
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 2025, and his discretionary compensation as a percentage of maximum opportunity.
It was noted that Mr Gachechiladze was appointed on 28 January 2019 and so did not work a full financial year in 2019, that in
2020 part of his cash salary was voluntarily reduced, and that variations in share price affected 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 2025
Single total figure of remuneration (USD) 3,558,415
1
1,561,020 3,886,930
3
5,404,473
4
6,019,070 5,277,806 9,533,792
Discretionary compensation as a percentage
of maximum opportunity (%)
100% 0%
2
97.0% 96.9% 97.0% 94.1% 90.2%
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, 2024 and 2025 was cash converted into deferred shares in accordance with the 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 relevant Policy
and the NBG requirements. The Company does not operate an LTIP.
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 comprise cash salary, bonus opportunity, pension and benefits. For Group management, the
policy is the same as for the Group CEO, whilst both in JSC Bank of Georgia and Ameriabank, the senior management remuneration
packages are heavily weighted towards deferred shares in the form of nil-cost options, both for fixed and variable components, thus
aligning their remuneration with shareholder interests. A similar approach is further cascaded down to other material risk-taker
remuneration policies in both subsidiaries. The remuneration policies for other employees are designed to offer a competitive benefit
package in line with Georgian and Armenian market practices.
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 Group management, Bank of Georgia senior management and Ameriabank 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.
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Lion Finance Group PLC Annual Report 2025
Relative importance of spend on pay
The following table shows the difference in remuneration paid to all employees of the Group between 2024 and 2025, as well as the
difference in value of distribution paid to shareholders by way of dividends and buybacks between 2024 and 2025.
Remuneration paid to all
employees of the Group
Distributions to shareholders by
way of dividends and buybacks
Year ended 31 December 2025 (USD) 375,484,398 297,011,999
Year ended 31 December 2024 (USD) 302,134,386 212,449,616
24.3% 39.8%
1 The Company did not make any other significant distributions in 2024 and 2025. In 2024 USD 75,557,807 was for buybacks and cancellation and USD 136,891,809 for dividends.
In 2025 USD 83,069,217 was for buybacks and cancellation and USD 213,942,782 for dividends. Figures are converted into USD using an average USD/GEL exchange rate.
Directors’ interests in shares (audited)
The following table sets out the respective holdings of the Company’s shares of each Director in office in 2025 and their persons closely
associated (PCAs) in the ordinary shares of the Company as at 31 December 2025 (or date of cessation, if earlier).
As at 31 December 2025
Number of shares held
directly/by PCAs
Number of vested but
unexercised shares held
under options with no
performance conditions
Number of unvested
and unexercised
under options with no
performance conditions
Total number of
interests in shares
Mel Carvill 19,018 N/A N/A 19,018
Archil Gachechiladze
1
607,049 5,228 179,812 792,089
Tamaz Georgadze 5,000 N/A N/A 5,000
Véronique McCarroll – N/A N/A –
Mariam Megvinetukhutsesi 4,102 N/A N/A 4,102
Cecil Quillen 2,900 N/A N/A 2,900
Andrew McIntyre 1,830 N/A N/A 1,830
Maria Gordon – N/A N/A –
Karine Hirn
2
2,750 N/A N/A 2,750
Hanna Loikkanen
3
– N/A N/A –
Jonathan Muir
3
– N/A N/A –
1 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. The net gains of these options was USD 9,660,307.
On 18 June 2025, Mr Gachechiladze received 13,071 nil-cost options over ordinary shares in respect of deferred salary shares for the 2025 work year and 43,625 nil cost
options over ordinary shares in respect of the retention and recognition award. On 27 August 2025, Mr Gachechiladze exercised options in respect of 17,450 shares, of which
3,770 were withheld to satisfy tax liabilities. The net gains of these options was USD 1,366,265. Mr Gachechiladze sold 30,000 shares on 9 December 2025, 20,000 shares
on 10 December 2025 and 30,000 shares on 11 December. On 2 January 2026, Mr Gachechiladze received 24,059 nil-cost options over ordinary shares in respect of deferred
salary shares for the 2026 work year. On 13 March 2026, Mr Gachechiladze received 23,237 nil cost options over ordinary shares in respect of discretionary deferred shares for
the 2025 work year. On 16 March 2026, Mr Gachechiladze exercised options in respect of 97,423 shares, of which 21,043 were withheld to satisfy tax liabilities. These will be
reported in the 2026 Annual Report and Accounts and are not included in the table above. As at the last practicable date of 19 March 2026, Mr Gachechiladze’s total number of
share interests is 818,342.
2 On 25 February 2026 Karine Hirn’s PCA Wedelian Ltd purchased 1,450 shares.
3 Hanna Loikkanen retired from the Board on 16 June 2025 and Jonathan Muir retired from the Board on 25 June 2025 and as a result their share interests are shown as at those
dates. Armen Orujyan was appointed on 9 March 2026 and has no share interests.
As at 31 December 2025, Mr Gachechiladze’s total vested and unvested and direct shareholding was 792,089 shares, representing
approximately 1.8% 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 fostering long-term alignment with shareholders.
This is further reinforced by formal guidelines on shareholding and on post-employment shareholding in the Policy which is 300% of
fixed remuneration to be built up within five years (an increase from 200% in the 2022 Policy). Further, Mr Gachechiladze is expressly
contractually bound to build up and to hold this level for two years post-employment. Mr Gachechiladze’s holding as at 31 December
2025 of 2,711% of fixed remuneration means that he has 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 2025 and the last practicable date of 19 March 2026 are as shown in the notes to the
table above.
Directors’ Remuneration Report continued
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Additional InformationFinancial StatementsGovernanceStrategic Report
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
2025. Unvested shares vest in tranches over several years:
Total vested and unvested and direct shareholding in number of shares
Archil Gachechiladze 792,089
Sulkhan Gvalia 326,944
David Chkonia 120,876
Ana Kostava 26,992
Nutsa Gogilashvili 50,018
Service contracts and policy on 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 2025. Upon change of
control, termination for good reason, or death, deferred shares may be allowed to vest in full. Further details of the Executive Director’s
service contracts are given in the Directors’ Remuneration Policy which is available on the website as referenced above. Conversely,
deferred shares may lapse for termination for cause, and malus and clawback may apply, or termination by the Executive Director
without cause.
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. It should also be noted that all shares
acquired by or awarded to participants are existing ordinary shares purchased in the market.
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 several of the current Non-executive Directors (Tamaz Georgadze 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’s from 7 April 2025 and Armen Orujyan’s from 9 March 2026. Al Breach resigned on 15 March 2024, Hanna Loikkanen
on 16 June 2025 and Jonathan Muir on 26 June 2025. Each Non-executive Director is put forward for election at each AGM following
his or her appointment unless the Director or Company decides otherwise. 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.
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Lion Finance Group PLC Annual Report 2025
Implementation of Remuneration Policy for 2026
Details of how the current Policy will be implemented for the 2026 financial year are set out below.
For Archil Gachechiladze
Fixed Pay
Total cash salary (combined Company,
Bank of Georgia and Ameriabank)
USD 500,000 (0% increase from 2025)
Total deferred share salary
(combined Company, Bank of Georgia
and Ameriabank)
USD 2,970,000 in deferred shares (0% increase from 2025)
The award vests during the year but is then released in tranches over a period of up to
five years. See page 179 for an illustration of this vesting and release schedule.
Pension The Executive Director and the Company each contribute 2% and the Georgian
Government contributes 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 194.
Discretionary deferred share remuneration
Opportunity In line with the Policy, a maximum opportunity of 100% of total fixed remuneration or
200% as an exceptional maximum.
There will be no Retention and Recognition award for 2026, as this was a one-off award
in 2025 and no further awards can be made under the current Policy.
Deferral terms If awarded, 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. See page 179 for an illustration of this vesting and
release schedule.
Performance measures The Remuneration Committee will determine whether an award is merited, based on the
Executive Director’s achievement of the KPIs and the performance of the Group during
the work year.
This decision will be set out in the 2026 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.
The Remuneration Committee has set Mr Gachechiladze’s KPIs for 2026:
• ROAE
• Cost:income ratio
• Cost of Risk
• Profit before tax (PBT)
• NPS – Bank of Georgia
• GenAI engagement
• Bank operational strategic projects
• ESG/impact metrics
• Individual KBOs
The performance targets are currently commercially sensitive and cannot be disclosed.
To the extent they are no longer commercially sensitive, they will be disclosed in next
year’s report.
See the Policy available at https://lionfinancegroup.uk/leadership-and-governance/documents/ for details of malus and clawback.
Directors’ Remuneration Report continued
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Additional InformationFinancial StatementsGovernanceStrategic Report
For Non-executive Directors:
The table below shows the fee structure for Non-executive Directors for 2026. 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 Lion Finance Group PLC’s Articles of Association.
Cash fee
for each
Committee
membership
Additional fee to compensate for additional
time spend 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 for Non-executive Directors.
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.
Operation of the Committee
The members of the Remuneration Committee during the year were as follows:
Committee Date of membership
Cecil Quillen 24 February 2018; Chair since 1 January 2023
Tamaz Georgadze 24 February 2018
Hanna Loikkanen 20 September 2019 to 16 June 2025
Mel Carvill 10 March 2022
Maria Gordon 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 143 to 146.
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.
In 2025, 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, given the high level of expertise amongst its members. Continued oversight of talent management was noted
as an area of opportunity.
The Committee reviewed its Terms of Reference during 2025 and made recommendations for changes to the Board, taking into
account the Provisions on remuneration in the UK Corporate Governance Code. The Terms of Reference are available on our website at
https://lionfinancegroup.uk/leadership-and-governance/documents.
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Lion Finance Group PLC Annual Report 2025
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 23,700 (plus VAT) during the 2025 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 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 two remuneration related resolutions presented at our AGM on 16 June 2025:
Resolution Votes for % Votes against % Total votes cast Votes withheld
Approval of the Directors’ Remuneration Report 29,859,122 92.63 2,376,508 7.37 32,235,630 582,293
Approval of the Directors’ Remuneration Policy 25,535,020 77.89 7,249,594 22.11 32,784,614 33,308
In response to the significant minority of votes against the 2025 Policy, the Committee undertook an extensive shareholder
engagement exercise as described in the Chair’s Letter of the Directors’ Remuneration Report.
Summary of Directors’ Remuneration Policy
The Remuneration Policy was approved by shareholders at the 2025 AGM. The full policy is available at
https://lionfinancegroup.uk/leadership-and-governance/documents/.
The tables in this section provide a summary of key components of the Directors’ Remuneration Policy
Remuneration Policy table for Executive Directors
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.
• 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.
• For current CEO and Executive Director,
Mr Gachechiladze, cash salary is
USD500,000 per annum.
• The value of deferred share salary
for Mr Gachechiladze is fixed at the
equivalent of USD 2,970,000 per
annum, to be awarded in deferred
shares. The number of shares are
normally 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.
Directors’ Remuneration Report continued
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Additional InformationFinancial StatementsGovernanceStrategic Report
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.
• The Remuneration Committee
determines annually the number of
nil-cost options 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.
• 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 predetermined as a KPI (Key
Performance Indicator) or KBO (of the
Executive Director for that year), or in a
one-off creation of significant additional
shareholder value.
• 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.
• 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 and as stated in
the 2025 Policy, Mr Gachechiladze
was 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.
• 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).
Pension
Purpose and link to strategy Operation Opportunity
• The Group is required to comply with
pension requirements set by the
Georgian Government.
• 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). The
same arrangement applies to employees
across the Group in Georgia.
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Lion Finance Group PLC Annual Report 2025
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 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.
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).
• 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.
• Not applicable.
Directors’ Remuneration Report continued
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Additional InformationFinancial StatementsGovernanceStrategic Report
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 be 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.
Service agreements
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 USD 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.
The Directors’ Remuneration Report was approved by the Board on 24 March 2026 and signed on its behalf by:
Cecil Quillen
Chair of the Remuneration Committee
24 March 2026
196
Lion Finance Group PLC Annual Report 2025
Statement of Directors’ Responsibilities
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 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 IFRS 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 the section of the
report headed Board of Directors on
pages 143 to 146 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
24 March 2026
Archil Gachechiladze
CEO
24 March 2026
197
Lion Finance Group PLC Annual Report 2025
Additional InformationFinancial StatementsGovernanceStrategic Report
Directors’ Report
The Directors present their Annual Report and the audited Consolidated Financial
Statements for the year ended 31 December 2025.
Strategic Report
The Strategic Report on pages 2 to 129
was approved by the Board of Directors
on 24 March 2026 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 129, 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 129
Going concern statement Page 123
Viability statement Page 123
Risk management Pages 108 to 111
Principal risks and uncertainties Pages 111 to 122
Compliance with the UK Corporate Governance Code 2024 and Directors’ Governance Statement Pages 131 to 142
Directors during the financial year Page 132
The Board of Directors – biographies Pages 143 to 146
Nomination Committee Report Pages 149 to 158
Audit Committee Report Pages 159 to 168
Risk Committee Report Pages 169 to 175
Related-party disclosures Note 34 on pages 325 to 326
Climate-related financial disclosures Pages 68 to 93
GHG emissions Pages 89 to 90
Energy consumption Pages 64 and 90
Energy-efficient action Page 64
Employee matters, including employee engagement Pages 94 to 101
Environmental matters Pages 56 to 105
Share capital Pages 198 and Note 24 on pages
289 to 292
Engagement with suppliers, customers and others in a business relationship with the Company Pages 47 to 55
Diversity Policy Pages 139 to 140 and 155
Directors’ agreements affected by a takeover Page 189
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 298 to 315
Non-financial and sustainability information statement
The Company complies with the Non-Financial Reporting requirements contained in sections 414CA and 414CB of the Companies Act
2006. Details on where information can be found on non-financial and sustainability matters in the Annual Report are provided on
pages 106 to 107.
198
Lion Finance Group PLC Annual Report 2025
Information to be disclosed in
accordance with 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 289 to 292 of this Annual Report.
As at 31 December 2025, there was a
single class of 43,474,333 ordinary shares
of one pence each in issue, each with
one vote – of which 18,000 ordinary
shares were held in treasury pending
cancellation. As of the latest practicable
date of 19 March 2026 there was a single
class of 43,365,907 ordinary shares, of
which 136,477 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
that 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 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 19 March 2026, 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
10,833,803 shares – representing 24.98%
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 16 June 2025 for the
Group to purchase up to 4,411,570 shares –
approximately 10% of the Group’s shares.
This authority will expire at the conclusion
of the Company’s AGM in 2026 or, if earlier,
the close of business on 16 July 2026. As at
31 December 2025, 57,356 ordinary shares
had been repurchased as part of the GEL
51.5 million share buyback and cancellation
programme. Of the repurchased shares,
18,000 were awaiting cancellation as at
31 December 2025.
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 2025, Apex Group Fiduciary
Services Limited, acting as a trustee of the
Bank of Georgia Group Employee Trust,
purchased 30,099 ordinary shares with a
nominal value of one pence per share. As
at 31 December 2025, the balance of the
Bank of Georgia Group Employee Trust
was 283,393 shares, representing 0.65%
of the issued share capital. In addition,
acting as a trustee of the Rubicon
Executive Equity Compensation Trust,
Apex Group Fiduciary Services Limited
purchased 115,918 ordinary shares with a
nominal value of one pence per share. The
balance of the Rubicon Executive Equity
Compensation Trust as at 31 December
2025 was 616,261 shares, representing
1.42% of the issued share capital. Together,
the Bank of Georgia Group Employee
Trust, and Rubicon Executive Equity
Compensation Trust holdings as at
31 December 2025, represented 2.07% of
the issued share capital. 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 16 June
2025 for the Board to (a) allot shares
in the Company up to a maximum
aggregate nominal value of £147,037.65
(representing 14,703,765 ordinary shares),
Directors’ Report continued
199
Lion Finance Group PLC Annual Report 2025
Additional InformationFinancial StatementsGovernanceStrategic Report
which represents approximately one
third of the Company’s issued ordinary
share capital (excluding treasury shares)
as at 14 April 2025; and (b) allot shares in
the Company up to a further aggregate
nominal amount of £ 147,037.65, 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 2026
– or, if earlier, at the close of business on
16 September 2026 – 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 2,610.0 million for the
year ended 31 December 2025. The Group’s
profit after taxation for the year was GEL
2,163.2 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 February 2025, the Company
announced a GEL 107.7 million extension
of the share buyback and cancellation
programme which was to end no later
than the Company’s AGM in 2025.
At the AGM held on 16 June 2025
shareholders approved the Board’s
recommendation of a final dividend of GEL
5.62 per ordinary share in respect of the
period ended 31 December 2024, payable
on 18 July 2025 to ordinary shareholders of
the Group on the register as of 4 July 2025.
On 20 August 2025, the Board declared a
cumulative interim dividend of GEL 5.10
in respect of the periods ended 31 March
2025 and 30 June 2025, payable on
10 October 2025 to ordinary shareholders
of the Group on the register as of
26 September 2025.
In August 2025, the Company announced
a GEL 98.0 million share buyback and
cancellation programme, which was
subsequently extended by GEL 51.5
million in November 2025. The Company
also announced a change in the Capital
Distribution Policy to transition from semi-
annual to quarterly dividends with effect
from Q3 2025.
On 20 November 2025, the Board declared
an interim dividend of GEL 2.65 per
ordinary share in respect of the period
ended 30 September 2025, payable on
9 January 2026 to ordinary shareholders
of the Group on the register as of
19 December 2025.
On 25 February 2026, the Board declared
an interim dividend of GEL 2.75 per ordinary
share in respect of the period ended
31 December 2025, payable on 14 April 2026
to ordinary shareholders of the Group on
the register as of 27 March 2026.
On 25 February 2026, the Board approved
a GEL 53.5million extension to the share
buyback and cancellation programme
which commenced on 2 March 2026.
The distributions are consistent with the
Group’s Capital 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.
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 (LSE) 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 2025.
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.
No member of the Board had a
material interest in any contract of
significance with the Company, or any
of its subsidiaries, at any time during the
financial year.
Directors’ remuneration
Directors’ fees are determined by the
Remuneration Committee from time to
time and must be in accordance with the
Directors’ Remuneration Policy approved
by shareholders at the AGM on 16 June
2025. The fees paid to the Non-executive
Directors in 2025, pursuant to their letters
of appointment, are shown on page
186. The fees paid to our sole Executive
Director for the period 1 January 2025 to
31 December 2025, pursuant to his service
agreements, are shown on page 180.
200
Lion Finance Group PLC Annual Report 2025
Directors’ interests
The Directors’ beneficial interests in
ordinary shares of the Company as at
31 December 2025 are shown on page
188, 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.
Election and 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 2026.
The Board will set out in its Notice of
Annual General Meeting the qualifications
of each Director and support for election
and re-election as applicable.
Annual General Meeting
The AGM in 2026 is planned to be held in
London, UK at 11:30am on Friday, 22 May
2026. Information on how to vote and
participate, both in advance and on the
day, can be found in the Notice of the 2026
AGM, which will be sent to shareholders
on 15 April 2026 and will be available on
https://lionfinancegroup.uk/investor-
information/shareholder-meetings.
Shareholders should monitor our website
and announcements for any changes to
these arrangements.
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 put
questions to the Board Chairman and the
Chairs of the Board Committees.
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 2026 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
47 to 55.
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
196 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 168.
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, except that
provisions of the Company’s share
schemes and plans may cause options and
awards granted to employees under such
schemes and plans to vest.
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.
Locations
Our registered office is in London (see
page 218) and we have an additional office
in Tel Aviv, as well as BNB Bank in Belarus,
JSC Bank of Georgia in Georgia and
Ameriabank CJSC in Armenia.
Political donations
The Group did not make any political
donations or expenditure during 2025.
It is not the policy of the Company, or its
subsidiaries, to make political donations
as contemplated by the Companies Act
2006. However, the application of the
relevant provisions of the Companies Act
2006 is very wide in nature and normal
business activities of the Company,
which might not be considered political
donations or expenditure in the usual
sense, may possibly be construed as
political expenditure and fall within
the restrictions of the Act. Accordingly,
authority to make political donations and
incur political expenditure will be put to
shareholder vote at the 2026 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 they
are 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.
Independent auditors
The NBG granted an extension in respect
of the local mandatory audit rotation to
allow EY to continue as auditor of Lion
Finance Group PLC for the 2025 audit.
EY will resign as auditor of the Group
following the completion of the audit of
the financial year ended 31 December
2025. Following a competitive tender
process conducted during 2024, the Board
will recommend to shareholders the
approval of the appointment of PwC as
auditor of Lion Finance Group PLC at the
2026 AGM. Further information on the
tender process can be found on pages 162
and 165 to 166.
Directors’ Report continued
201
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Additional InformationFinancial StatementsGovernanceStrategic Report
Major interests in shares
As at 31 December 2025 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 7,336,324 16.88%
Helikon Long Short Equity Fund Master ICAV 2,161,695 4.97%
Dimensional Fund Advisors (DFA) LP 2,067,425 4.76%
JP Morgan Asset Management (UK) Ltd 1,705,445 3.92%
Vanguard Group Inc 1,525,343 3.51%
BlackRock Investment Management (UK) 1,438,466 3.31%
Source: Georgeson, Computershare, and notifications of major holdings from shareholders
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 2026 up to
and including 19 March 2026 (the latest
practicable date for inclusion in this
report), there have been no further
notifications pursuant to DTR 5.
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/regulatory-
announcements and the LSE website at
https://www.londonstockexchange.com
Post-balance-sheet events
On 12 February 2026, Lion Finance Group
PLC’s Armenian banking subsidiary,
Ameriabank CJSC, placed USD 50 million
8.5% perpetual subordinated callable
Additional Tier 1 capital notes.
On 25 February 2026, the Board approved
a GEL 53.5 million extension to its share
buyback and cancellation programme
which commenced on 2 March 2026.
On 25 February 2026, the Board declared
an interim dividend of GEL 2.75 per
ordinary share in respect of the period
ended 31 December 2025, payable on
14 April 2026 to ordinary shareholders of
the Group on the register as of 27 March
2026.
Armen Orujyan was appointed as an
Independent Non-executive Director and
as a member of the Risk and Nomination
Committees with effect from 9 March
2026.
Further information regarding the events
after the reporting period can be found
in Note 37 to the Consolidated Financial
Statements on page 331.
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 197 to 201
was approved by the Board of Directors on
24 March 2026 and signed on its behalf:
By order of the Board
Computershare Company
Secretarial Services Limited
Company Secretary
24 March 2026
202
Lion Finance Group PLC Annual Report 2025
Independent Auditor’s Report
to the Members of Lion Finance Group PLC
Opinion
In our opinion:
• Lion Finance Group PLC’s Group Financial Statements and Parent Company Financial Statements (together 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 2025 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 2025 which comprise:
Group Parent Company
Consolidated Balance Sheet as at 31 December 2025 Separate Balance Sheet as at 31 December 2025
Consolidated Income Statement for the year then ended Separate Statement of Changes in Equity for the year then ended
Consolidated Statement of Comprehensive Income for the year
then ended
Separate 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 FRC’s Ethical Standard as applied to listed public interest entities, and we have
fulfilled our other ethical responsibilities in accordance with these requirements.
Non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Group or the Parent Company, with the following
inconsequential exception and we remain independent of the Group and Parent Company in conducting the audit.
During the performance of our independence procedures in January 2026, we identified that non-audit services prohibited under
the FRC’s Ethical Standard were provided by Kept Belarus to Belarusky Narodny Bank, a subsidiary of the Group, during 2025. These
services are prohibited as Kept Belarus reports to us for a specific-scope component to support our opinion on the Group Financial
Statements. The service related to a corporate governance gap analysis performed against local regulatory requirements and was
not required by law or regulation. We note this is a breach under FRC’s Ethical Standard 2024, as the service is not permitted under
paragraph 5.40 of FRC’s Ethical Standard 2024. The service concluded in December 2025 and is no longer being provided.
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 is not closely related to the financial statement audit and there
was therefore no risk of self-review. Appropriate mitigations 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 February 2026. We considered this to be an insignificant
breach of the FRC’s Ethical Standard 2024; 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.
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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 various ongoing regional conflicts, 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 24 March 2026.
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 four components and specified audit
procedures on balances for two further components.
• The components where we performed full, specific and centralised audit procedures accounted for 98% of
absolute profit before tax, 98% of absolute revenue and 99% of absolute total assets.
Key audit matters • Allowance for expected credit loss and application of IFRS 9 ‘Financial Instruments’.
Materiality • Overall group materiality was established at GEL 120m (2024: GEL 106m) which represents approximately 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, evaluation of materiality, and allocation of performance materiality determine the audit scope for each
entity within the Group. Taken together, these assessments enable us to form an opinion on the Group Financial Statements.
In determining the level of work to be performed at each entity, we considered factors including size, risk profile, the Group’s
organisational structure, the effectiveness of group wide controls, changes in the business environment, the potential impact of
climate change, and other external factors such as geopolitical risks.
In assessing the risk of material misstatement of the Group’s Financial Statements and to ensure adequate quantitative coverage of
significant accounts, we evaluated the Group’s twenty seven reporting components. Of these, we selected eight components located
in the United Kingdom, Georgia, Armenia, and Belarus as individually relevant to the Group. These components were identified due to
either the presence of significant risks or areas of higher assessed risk of material misstatement, or due to their financial significance
relative to the Group.
For individually relevant components, we identified the significant accounts requiring audit procedures by applying professional
judgement. This assessment considered the Group’s significant accounts subject to centralised audit procedures, the rationale for
identifying the component as individually relevant, and the size of the component’s account balances relative to the corresponding
significant Group financial statement balances.
We then considered whether the remaining Group significant account balances not subject to audit procedures, in aggregate, could
give rise to a risk of material misstatement of the Group Financial Statements. No additional audit scope was identified, as the
residual risk was assessed as not being material. Having identified the components for which audit work was required, we determined
the appropriate scope to assign to each component.
Independent Auditor’s Report continued
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Of the eight components selected, we designed and performed audit procedures on the entire financial information of four components
(‘full scope components’). For two components, we designed and performed audit procedures on specific significant financial
statement account balances or disclosures (‘specific scope components’). For the remaining two components, audit coverage was
achieved through centrally performed procedures relating to the Group’s consolidation and elimination adjustments.
Group’s Absolute PBT Group’s Absolute Total Assets Group’s Absolute Revenue
2025 2024 2025 2024 2025 2024
Full scope 89% 78% 85% 75% 89% 72%
Specific scope 3% 1% 3% 2% 4% 2%
Centralised procedures 7% 19% 11% 20% 5% 24%
Total 98% 98% 99% 97% 98% 98%
Of the remaining nineteen components that together represent 2% of the Group’s absolute 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
In the current year, we reclassified the Parent Companies of the Group and the Georgian subgroup as full-scope components, having
been subject to centrally performed procedures in the prior year.
Consistent with the prior year, one component was subject to specific-scope audit procedures over cash and cash equivalents; however,
the component to which these procedures were applied changed in the current year.
We also increased the scope of audit work performed for the specific-scope component in Belarus to include the loans and advances
to customers and client deposits financial statement accounts, in addition to the existing specific-scope procedures over cash and
amounts due from and owed to financial institutions balances and sanctions-related risks.
Involvement with component teams and primary team co-ordination
In establishing our overall approach to the Group audit, we determined the nature and extent of work to be performed either by the
Primary Audit Team or by component auditors from other firms acting under our instructions.
The Primary Audit Team operated as an integrated team across EY network firms in the UK and Georgia. A programme of continuous
engagement between the UK and Georgian teams was established to ensure appropriate oversight by the UK Senior Statutory
Auditor. As a result, the audit work relating to three full scope components, one specific scope component, and the centrally performed
procedures over group consolidation and eliminations was undertaken by the Primary Audit Team.
During 2025, members of the UK team visited Georgia four times. These visits included discussions with the Georgian team on
the audit approach and issues arising from their work, meetings with Group management, attendance at planning and closing
meetings, and reviews of relevant audit working papers in key risk areas. In addition to these site visits, the UK team maintained
regular interaction with the Georgian team throughout the audit, reviewed relevant working papers and deliverables, and retained
responsibility for the overall scope, direction, and supervision of the audit.
The Primary Audit Team also held video conference meetings with non-EY component auditors and local management in respect
of a full-scope component in Armenia and a specific-scope component in Belarus. These meetings focused on discussing the audit
approach, matters arising from component audit work, and performing remote reviews of key audit working papers.
This work, together with the additional procedures performed at Group level, provided sufficient appropriate audit evidence to support
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 68 in the required Task Force On Climate Related Financial Disclosures as well as
on pages 111 to 122 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. Further, we also considered whether these
have been appropriately reflected in the asset values and liabilities recognised.
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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.
Allowance for Expected Credit Loss (‘ECL’) and application of IFRS 9 ‘Financial instruments’
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.
Determining the allowance for expected credit losses is
highly judgemental and subjective and changes in the
assumptions underpinning the estimation of expected
credit losses could have a material impact on reported
profits.
Assumptions with increased complexity in respect of
the timing and measurement of expected credit losses
include:
Modelling and Data Flows – Appropriateness of
accounting interpretations, modelling assumptions,
modelling techniques and the data used to determine
the Probability of Default (PD), Loss Given Default
(LGD) and Exposure at Default (EAD) used to calculate
the ECL.
Individual Impairment – Measurement of individual
provisions including the assessment of probability
weighted recovery scenarios, existence and valuation of
collateral, and expected future cashflows.
There are also risks related to:
Forward Looking Information – Determination of the
appropriateness of economic variables, the future
forecasting of these variables and the approach to
determine both the base case forecast and plausibility,
and probability of alternative scenarios in determining
the ECL
Staging – The determination of what constitutes
a significant increase in credit risk and default and
consequent complete and timely allocation of qualifying
assets to the appropriate stage in accordance with IFRS 9.
Model & Post Model Adjustments – Appropriateness,
completeness and valuation of adjustments to modelled
output, to address identified model deficiencies or risks
not fully captured by the models and risks not identified
by the credit impairment models or known model
limitations.
IFRS 9 disclosures – Accuracy and adequacy of financial
statement disclosures.
Information on the impairment of loans to customers
is included in Note 9,
Loans to Customers
and Note
31,
Risk Management
, to the Consolidated Financial
Statements.
In designing our procedures, we updated the precision and impact
assessment of individual risk components. 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
CJSC Ameriabank component and involved and instructed the non-EY
component auditor and their specialists as set out in this report.
• 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 a detailed review and testing 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 properly 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 significant increase in credit risk (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 nature of CJSC 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 auditor and their credit risk and valuation specialists. We also
concluded that the 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
We communicated that the Group’s ECL provisions were reasonably estimated and materially in compliance with IFRS 9. We
highlighted the following matters to the Audit Committee that contributed to our overall conclusion:
• Our procedures performed at the Group level addressed the Group’s overall credit risk management framework and the allocation of
audit work between the Group and component levels.
• We assessed the appropriateness of the Group’s IFRS 9 ECL models, including model design, key assumptions and inputs (PD, LGD
and EAD), and evaluated the completeness, accuracy and validity of data used across components.
• For individually assessed ECL allowances, we evaluated the overall reasonableness of provisions, including the assumptions applied,
management’s recovery strategies, cash flow forecasts and the valuation of collateral.
• We also evaluated other key aspects of IFRS 9 credit risk, including the appropriateness of SICR triggers and staging outcomes, the
macroeconomic variables used for forecasting, and management’s assessment regarding the absence of management overlay.
In the prior year, our auditor’s report included a key audit matter in relation to the acquisition of CJSC Ameriabank and the related
accounting treatment. Following a re-assessment, in the current year, we no longer consider it a key audit matter.
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 120m (2024: GEL 106m), which is 5% (2024: 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 114m (2024: GEL 106m), which is the lower of GEL 114m (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.
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% (2024: 75%) of our planning materiality, namely GEL 90m (2024: GEL 79.5m).
We have set performance materiality at this percentage due to various considerations including the 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 15m to GEL 80.5m
(2024: GEL 16.3m to GEL 65.2m).
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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 6m (2024: GEL
5.4m), 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 3-201 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.
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 219;
• 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 123;
• 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 123;
• Directors’ statement on fair, balanced and understandable set out on page 196;
• Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on pages 111-122;
• The section of the Annual Report that describes the review of effectiveness of risk management and internal control systems set out
on pages 108-122; and
• The section describing the work of the Audit Committee set out on pages 159-168.
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Responsibilities of Directors
As explained more fully in the Directors’ Responsibilities Statement set out on page 196, 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.
• 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, 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 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.
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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 9 years, covering the years ending
31 December 2017 to 31 December 2025.
• 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, United Kingdom
24 March 2026
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Lion Finance Group PLC Annual Report 2025
Consolidated Statement of Financial Position
For the year ended 31 December 2025 (Thousands of Georgian Lari)
Notes | 2025 | 2024 | 2023 | |
| Assets | ||||
Cash and cash equivalents | 6 | |||
Amounts due from credit institutions | 7 | |||
Investment securities | 8 | |||
Investment securities measured at amortised cost | ||||
Investment securities measured at FVOCI | ||||
Investment securities measured at fair value through profit or loss | ||||
Investment securities pledged under sale and repurchase agreements and securities lending | 8 | |||
Investment securities pledged under sale and repurchase agreements and securities lending measured at amortised cost | ||||
Investment securities pledged under sale and repurchase agreements and securities lending measured at FVOCI | ||||
Investment securities pledged under sale and repurchase agreements and securities lending measured at fair value through profit or loss | ||||
Loans to customers, factoring and finance lease receivables | 9 | |||
Accounts receivable and other loans | 10 | |||
Prepayments | 18 | |||
Foreclosed assets | 12 | |||
Right-of-use assets | 11 | |||
Investment properties | 15 | |||
Property and equipment | 13 | |||
Assets held for sale | ||||
Intangible assets | 14 | |||
Income tax assets | 17 | |||
Other assets | 18 | |||
Goodwill | 16 | |||
Total assets | ||||
| Liabilities | ||||
Client deposits and notes | 19 | |||
Amounts owed to credit institutions | 20 | |||
Debt securities issued | 21 | |||
Lease liability | 11 | |||
Accruals and deferred income | 22 | |||
Income tax liabilities | 17 | |||
Other liabilities | 18 | |||
Total liabilities | ||||
Equity | 24 | |||
Share capital | ||||
Additional paid-in capital | ||||
Treasury shares | ( | ( | ( | |
Capital redemption reserve | ||||
Other reserves | ||||
Retained earnings | ||||
Total equity attributable to shareholders of the Group | ||||
Non-controlling interests | ||||
Total equity | ||||
Total liabilities and equity |
The accompanying Notes on pages 218 to 331 are an integral part of these financial statements.
Financial Statements
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Notes | 2025 | 2024 | 2023 | |
Interest income calculated using EIR method | ||||
Other interest income | ||||
Interest income | ||||
Interest expense | ( | ( | ( | |
Deposit insurance fees | ( | ( | ( | |
Net interest income | 25 | |||
Fee and commission income | ||||
Fee and commission expense | ( | ( | ( | |
Net fee and commission income | 26 | |||
Net foreign currency gain | ||||
Net gains/(losses) on extinguishment of debt | ( | |||
One-off other income from settlement of legacy claim | 10 | |||
Net other gains/(losses) | 29 | |||
Operating income | ||||
Salaries and other employee benefits | 27 | ( | ( | ( |
Administrative expenses | 27 | ( | ( | ( |
Depreciation, amortisation and impairment | 11, 13, 14 | ( | ( | ( |
Other operating expenses | ( | ( | ( | |
Operating expenses | ( | ( | ( | |
Gain on bargain purchase | 36 | |||
Acquisition related costs | 36 | ( | ||
Profit/(loss) from associates | ||||
Operating income before cost of risk | ||||
Expected credit loss on loans to customers and factoring receivables | 28 | ( | ( | ( |
Expected credit loss on finance lease receivables | 28 | ( | ( | ( |
Other expected credit loss | 28 | ( | ( | |
Impairment charge on other assets and provisions | 28 | ( | ( | ( |
Cost of risk | ( | ( | ( | |
Profit before income tax expense | ||||
Income tax expense | 17 | ( | ( | ( |
Profit for the year | ||||
| Total profit attributable to: | ||||
– shareholders of the Group | ||||
– non-controlling interests | ||||
Basic earnings per share: | 24 | |||
Diluted earnings per share: | 24 |
The accompanying Notes on pages 218 to 331 are an integral part of these financial statements.
Consolidated Income Statement
For the year ended 31 December 2025 (Thousands of Georgian Lari)
Financial Statements continued
212
Lion Finance Group PLC Annual Report 2025
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2025 (Thousands of Georgian Lari)
Financial Statements continued
2025 | 2024 | 2023 | |
Profit for the year | |||
| Other comprehensive income/(loss) | |||
Other comprehensive income/(loss) to be reclassified to Income Statement in subsequent years: | |||
| – Net change in fair value on investments in debt instruments measured at FVOCI | |||
(FVOCI) | ( | ||
– Realised gain on financial assets measured at FVOCI | ( | ( | ( |
| – Change in allowance for expected credit losses on investments in debt instruments | |||
measured at FVOCI reclassified to the Consolidated Income Statement | ( | ||
– Gain (loss) from foreign currency translation differences | ( | ||
Income tax impact | ( | ||
Net other comprehensive income/(loss) to be reclassified to Income Statement in subsequent years | ( | ( | |
Other comprehensive gain/(loss) not to be reclassified to Income Statement in subsequent years: | |||
– Revaluation of property and equipment reclassified to investment property | |||
– Net gain (loss) on investments in equity instruments designated at FVOCI | |||
Net other comprehensive income/(loss) not to be reclassified to Income Statement in subsequent years | |||
Other comprehensive income(loss) for the year | ( | ( | |
| Total comprehensive income attributable to: | |||
– shareholders of the Group | |||
– non-controlling interests | |||
The accompanying Notes on pages 218 to 331 are an integral part of these financial statements.
213
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Additional InformationFinancial StatementsGovernanceStrategic Report
| Attributable to shareholders of the Group | |||||||||
| Additional | Capital | Non- | |||||||
| Share | paid-in | Treasury | Other | redemption | Retained | controlling | Total | ||
| capital | capital | shares | reserves | reserve | earnings | Total | interests | equity | |
31 December 2022 | ( | ||||||||
Profit for the year | |||||||||
Other comprehensive income for the year | ( | ( | ( | ( | |||||
Total comprehensive income for the year | |||||||||
Increase in equity arising from share-based payments | |||||||||
Purchase of treasury shares under share-based payments | ( | ( | ( | ( | |||||
Dividends to shareholders of the Group (Note 24) | ( | ( | ( | ||||||
Increase in share capital of subsidiaries | |||||||||
Non-controlling interests arising on acquisition of subsidiary | |||||||||
Purchase of treasury shares | ( | ( | ( | ( | |||||
Cancellation of treasury shares | ( | ( | |||||||
Dividends of subsidiaries to non-controlling shareholders | ( | ( | |||||||
31 December 2023 | ( | ||||||||
Profit for the year | |||||||||
Other comprehensive income for the year | ( | ||||||||
Total comprehensive income for the year | |||||||||
Increase in equity arising from share-based payments | |||||||||
Purchase of treasury shares under share-based payments | ( | ( | ( | ( | |||||
| Dividends to shareholders of the Group | |||||||||
| (Note 24) | ( | ( | ( | ||||||
Increase in share capital of subsidiaries | ( | ( | ( | ( | |||||
Dilution of interests in subsidiaries | ( | ( | |||||||
Non-controlling interests arising on acquisition of subsidiary | |||||||||
Purchase of treasury shares | ( | ( | ( | ( | |||||
Cancellation of treasury shares | ( | ( | |||||||
Dividends of subsidiaries to non-controlling shareholders | ( | ( | |||||||
31 December 2024 | ( | ||||||||
Profit for the year | |||||||||
Other comprehensive income for the year | ( | ( | ( | ( | |||||
Total comprehensive income for the year | ( | ||||||||
Increase in equity arising from share-based payments | |||||||||
Purchase of treasury shares under share-based payments | ( | ( | ( | ( | |||||
| Dividends to shareholders of the Group | |||||||||
| (Note 24) | ( | ( | ( | ||||||
Increase in share capital of subsidiaries | ( | ||||||||
| Net amount reclassified to retained | |||||||||
| earnings on sale of equity instruments | |||||||||
| at FVOCI | ( | ||||||||
| Acquisition of non-controlling interests | |||||||||
| in existing subsidiaries | ( | ( | ( | ( | |||||
Purchase of treasury shares | ( | ( | ( | ( | |||||
Cancellation of treasury shares | ( | ( | |||||||
Dividends of subsidiaries to non-controlling shareholders | ( | ( | |||||||
Other movement | ( | ( | ( | ||||||
31 December 2025 | ( |
The accompanying Notes on pages 218 to 331 are an integral part of these financial statements.
Consolidated Statement of Changes in Equity
For the year ended 31 December 2025 (Thousands of Georgian Lari)
Financial Statements continued
214
Lion Finance Group PLC Annual Report 2025
| 2024 | 2023 | |||
Notes | 2025 | (Reclassified) | (Reclassified) | |
| Cash flows from operating activities | ||||
| Interest received | ||||
| Interest paid | ( | ( | ( | |
| Fees and commissions received | ||||
| Fees and commissions paid | ( | ( | ( | |
| Net cash inflow from real estate | ||||
| Net realised gain from foreign currencies | ||||
Recoveries of loans to customers previously written off | 9 | |||
| Other income received | ||||
| Salaries and other employee benefits paid | ( | ( | ( | |
| General and administrative and operating expenses paid | ( | ( | ( | |
| Cash flows from operating activities before changes in operating assets and liabilities | ||||
| Net (increase)/decrease in operating assets | ||||
Amounts due from credit institutions | ( | ( | ||
Investment securities measured at fair value through profit or loss (FVPTL) | 3 | ( | ||
| Loans to customers, factoring and finance lease receivables | ( | ( | ( | |
| Prepayments and other assets | ( | |||
| Foreclosed assets | ||||
| Net increase/(decrease) in operating liabilities | ||||
Amounts due to credit institutions | ( | |||
| Debt securities issued | ( | |||
| Client deposits and notes | ||||
| Other liabilities | ||||
| Net cash flows from operating activities before income tax | ||||
| Income tax paid | ( | ( | ( | |
| Net cash flows from operating activities | ||||
| Cash flows from/(used in) investing activities | ||||
Acquisition of investment securities measured at fair value through other comprehensive income (FVOCI) | 3 | ( | ( | ( |
Proceeds from sale and maturity of investment securities measured at FVOCI | 3 | |||
Acquisition of investment securities carried at amortised cost | 3 | ( | ( | ( |
Proceeds from sale and maturity of investment securities carried at amortised cost. | 3 | |||
| Purchase of investments in associates | ( | |||
Purchase of investments in subsidiaries, net of cash acquired | 36 | ( | ||
| Proceeds from sale of investment properties and assets held for sale | ||||
| Proceeds from sale of property and equipment and intangible assets | ||||
| Purchase of property and equipment and intangible assets | ( | ( | ( | |
| Dividends received | ||||
| Net cash flows used in investing activities | ( | ( | ( | |
| Cash flows (used in)/from financing activities | ||||
Repurchase of debt securities issued | 21 | ( | ||
Repayment of the principal portion of the debt securities issued | 21 | ( | ( | ( |
Eurobonds and notes issued | 21 | |||
Proceeds from Tier 2 notes issued | 21 | |||
Proceeds from Additional Tier 1 | 21 | |||
Proceeds from local bonds issued | 21 | |||
Cash payments for the principal portion of the lease liability | 11 | ( | ( | ( |
| Dividends paid | ( | ( | ( | |
| Purchase of treasury shares under share-based payments | ( | ( | ( | |
Acquisition of non-controlling interests in existing subsidiaries | 24 | ( | ||
| Purchase of treasury shares | ( | ( | ( | |
| Net cash used in financing activities | ( | ( | ||
| Effect of exchange rates changes on cash and cash equivalents | ( | |||
| Effect of expected credit losses on cash and cash equivalents | ( | ( | ||
| Net increase/(decrease) in cash and cash equivalents | ( | |||
Cash and cash equivalents, beginning of the year | 6 | |||
Cash and cash equivalents, end of the year | 6 |
The accompanying Notes on pages 218 to 331 are an integral part of these financial statements.
Consolidated Statement of Cash Flows
For the year ended 31 December 2025 (Thousands of Georgian Lari)
Financial Statements continued
215
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Additional InformationFinancial StatementsGovernanceStrategic Report
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
investmentin the subsidiary through dividend in specie distribution recognised as part of 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 2025 2024 2023
Assets
Cash and cash equivalents 6 31,944 12,510 50,970
Investment securities 19,481 13,387 –
Investments in subsidiaries 2 5,662,619 5,661,538 5,451,902
Other assets 18 179,387 8,362 8,426
Total assets 5,893,431 5,695,797 5,511,298
Liabilities
Interest-bearing loans and borrowings – 18,484 16,987
Current income tax liabilities 9,096 – –
Other liabilities 18 115,550 1,259 5,748
Total liabilities 124,646 19,743 22,735
Equity
Share capital 24 1,431 1,464 1,506
Additional paid-in capital 593,400 580,671 592,075
Treasury shares (1) (3) (2)
Capital redemption reserve 187 154 112
Other reserves 6,094 – –
Retained earnings 4,280,166 4,339,679 2,160,240
Net profit/(loss) for the period 887, 508 754,089 2,734,632
Total equity 5,768,785 5,676,054 5,488,563
Total liabilities and equity 5,893,431 5,695,797 5,511,298
The financial statements on pages 210 to 331 were approved by the Board of Directors on 24 March 2026 and signed on its behalf by:
Archil Gachechiladze
Chief Executive Officer
Lion Finance Group PLC
Registered No. 10917019
The accompanying Notes on pages 218 to 331 are an integral part of these financial statements.
Separate Statement of Financial Position
As at 31 December 2025 (Thousands of Georgian Lari)
Financial Statements continued
216
Lion Finance Group PLC Annual Report 2025
Share
capital
Additional
paid-in capital
Treasury
shares
Other
reserve
Capital
redemption
reserve
Retained
earnings
Total
equity
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
Total comprehensive income – – – 6,094 – 887,508 893,602
Dividends to shareholders of the
Group (Note 24) – – – – – (573,479) (573,479)
Increase in equity arising from
share-based payments – 402 – – – – 402
Purchase of treasury shares – (6,062) (221,732) – – – (227,794)
Cancellation of treasury shares (33) 18,389 221,734 – 33 (240,123) –
31 December 2025 1,431 593,400 (1) 6,094 187 5,167,674 5,768,785
The accompanying Notes on pages 218 to 331 are an integral part of these financial statements.
Separate Statement of Changes in Equity
For the year ended 31 December 2025 (Thousands of Georgian Lari)
Financial Statements continued
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Additional InformationFinancial StatementsGovernanceStrategic Report
Notes 2025 2024 2023
Net cash flows used in operating activities
Interest income received – 2,964 5,772
Interest paid (2,011) (3,049) –
Fees and commissions paid (1,269) (1,250) (750)
Salaries and other employee benefits paid (31,705) (28,656) (2,785)
General and administrative expenses paid (8,246) (9,997) (5,349)
Net cash flows from/(used in) operating activities before income tax (43,231) (39,988) (3,112)
Income tax received/(paid) 2,345 – (2,053)
Net cash flows used in operating activities (40,886) (39,988) (5,165)
Net cash flows from/(used in) investing activities
Dividends received 770,418 787,429 607,539
Purchase of investments in subsidiaries – (510,652) –
Capital increase of subsidiaries (1,081) – –
Capital reduction of subsidiaries – 307,000 –
Acquisition of investment securities measured at FVOCI – (13,489) –
Net cash flows from investing activities 769,337 570,288 607,539
Net cash (used in)/from financing activities
Borrowings paid (18,484) – –
Dividends paid (459,407) (361,020) (390,155)
Purchase of treasury shares (227,794) (205,577) (171,856)
Net cash flows (used in)/from financing activities (705,685) (566,597) (562,011)
Effect of exchange rates changes on cash and cash equivalents (3,332) (2,163) (243)
Net increase/(decrease) in cash and cash equivalents 19,434 (38,460) 40,120
Cash and cash equivalents, beginning of the year 6 12,510 50,970 10,850
Cash and cash equivalents, end of the year 6 31,944 12,510 50,970
The accompanying Notes on pages 218 to 331 are an integral part of these financial statements.
Separate Statement of Cash Flows
For the year ended 31 December 2025 (Thousands of Georgian Lari)
Financial Statements continued
218
Lion Finance Group PLC Annual Report 2025
| 31 December | 31 December | 31 December | |
| Shareholder | 2025 | 2024 | 2023 |
JSC Georgia Capital** | 16.88% | 19.23% | 19.71% |
Dimensional Fund Advisors (DFA) LP | 4.76% | 4.33% | 4.11% |
JP Morgan Asset Management | 3.92% | 4.68% | 4.04% |
Vanguard Group Inc | 3.51% | 3.78% | 3.33% |
BlackRock Investment Management (UK) | 3.31% | 4.19% | 3.58% |
M&G Investment Management Ltd | 2.80% | 3.28% | 4.84% |
Others | 64.81% | 60.51% | 60.39% |
Total* | 100.00% | 100.00% | 100.00% |
Notes to Consolidated Financial Statements
(Thousands of Georgian Lari)
Notes to Consolidated Financial Statements
219
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Additional InformationFinancial StatementsGovernanceStrategic Report
1. Principal activities continued
As at 31 December 2025, the members of the Board of Directors of Lion Finance Group PLC owned 827,689 shares or 1.9%
(31 December 2024: 807,823 shares or 1.8%, 31 December 2023: 779,227 shares or 1.7%) of Lion Finance Group PLC. The following table
sets out the respective holdings of Lion Finance Group PLC’s shares of each Director and their persons closely associated (PCAs):
| 31 December | 31 December | 31 December | ||||
202 | 5, | 202 | 4, | 202 | 3, | |
| shares held | shares held | shares held | ||||
| directly/by | directly/by | directly/by | ||||
| Shareholder | PCAs | PCAs | PCAs | |||
Mel Carvill | 19,018 | 19,018 | 19,018 | |||
Archil Gachechiladze | 792,089 | 775,823 | 718,207 | |||
Al Breach* | N/A | N/A | 30,000 | |||
Tamaz Georgadze | 5,000 | 5,000 | 5,000 | |||
Hanna Loikkanen**** | N/A | – | – | |||
Jonathan Muir***** | N/A | – | – | |||
Cecil Quillen | 2,900 | 2,900 | 2,900 | |||
Véronique McCarroll | – | – | – | |||
Mariam Megvinetukhutsesi | 4,102 | 4,102 | 4,102 | |||
Andrew McIntyre** | 1,830 | 980 | N/A | |||
Maria Gordon*** | – | – | N/A | |||
Karine Hirn****** | 2,750 | N/A | N/A | |||
Total | 827,689 | 807,823 | 779,227 |
* 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.
**** Hanna Loikkanen stepped down from the Board of Directors and its Committees on 16 June 2025 and the Supervisory Board and its Committees on 30 June 2025.
***** Jonathan Muir stepped down from the Board of Directors and the Supervisory Board and their Committees on 26 June 2025.
****** Karine Hirn was appointed as an Independent Non-Executive Director of Lion Finance Group PLC on 7 April 2025.
2. Basis of preparation
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 re-assess whether the impact
of climate-related risks on its financial position and performance need to be considered in future reporting periods.
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
220
Lion Finance Group PLC Annual Report 2025
| Proportion of voting rights and ordinary | |||||||||
| share capital held | |||||||||
| 31 December | 31 December | 31 December | Country of | Date of | Date of | ||||
| Subsidiaries | 2025 | 2024 | 2023 | incorporation | Address | Industry | incorporation | acquisition | |
BGEO Group Limited | 100.00% | 100.00% | 100.00% | United | 29 Farm Street, | Dormant entity | 14/10/2011 | – | |
| Kingdom | London, W1J 5RL | ||||||||
| Bank of Georgia | 100.00% | 100.00% | N/A | United | 29 Farm Street, | Dormant entity | 2/12/2024 | – | |
| Group Limited | Kingdom | London, W1J 5RL | |||||||
JSC BGEO Group | 100.00% | 100.00% | 100.00% | Georgia | 29a Gagarini Street, | Investment | 28/5/2015 | – | |
| Tbilisi, 0160 | |||||||||
Þ JSC Idea | 100.00% | 100.00% | 100.00% | Georgia | 3 Pushkin Street, | Dormant entity | 26/12/2018 | – | |
| Tbilisi, 0160 | |||||||||
| Þ JSC Bank of | 100.00% | 99.56% | 99.56% | Georgia | 29a Gagarini Street, | Banking | 21/10/1994 | – | |
| Georgia | Tbilisi, 0160 | ||||||||
| Þ Bank of Georgia | 100.00% | 100.00% | 100.00% | United | 29 Farm Street, | Information sharing | 17/8/2010 | – | |
| Representative | Kingdom | London, W1J 5RL | and market research | ||||||
| Office UK | |||||||||
| Limited | |||||||||
| Þ Tree of Life | 100.00% | 100.00% | 100.00% | Georgia | 29a Gagarini Street, | Charitable activities | 25/8/2008 | – | |
| Foundation NPO | Tbilisi, 0160 | ||||||||
(former Bank of Georgia Future | |||||||||
Foundation, NPO) | |||||||||
| Þ Bank of Georgia | N/A | 100.00% | 100.00% | Hungary | 1054 | Budapest, | Representative | 18/6/2012 | – |
| Representative | Szabadság tér 7; | office | |||||||
| Office Hungary* | Bank Center | ||||||||
| Þ Representative | N/A | N/A | 100.00% | Turkey | Süleyman Seba | Representative | 25/12/2013 | – | |
| Office of JSC | Caddesi No:48 A Blok | office | |||||||
| Bank of Georgia | Daire 82 Akaretler | ||||||||
| in Turkey** | Beşiktaş 34357 | ||||||||
| Istanbul | |||||||||
| Þ Georgia Financial | 100.00% | 100.00% | 100.00% | Israel | 7 Menahem Begin, | Information sharing | 9/2/2009 | – | |
| Investments, LLC | Ramat Gan 5268102 | and market research | |||||||
| Þ Benderlock | 100.00% | 100.00% | 100.00% | Cyprus | Arch. Makariou III | Investments | 12/5/2009 | 13/10/2009 | |
| Investments | 58, IRIS TOWER, 8th | ||||||||
| Limited | floor, Flat/Office 702 | ||||||||
P.C. 1075, | Nicosia | ||||||||
| Þ JSC Belarusky | 99.98% | 99.98% | 99.98% | Belarus | Nezavisimosty | Banking | 16/4/1992 | 3/6/2008 | |
| Narodny Bank | Avenue 87A, Minsk, | ||||||||
| 220012 | |||||||||
| Þ BNB Leasing, | 99.90% | 99.90% | 99.90% | Belarus | Nezavisimosty | Leasing | 30/3/2006 | 3/6/2008 | |
| LLC | Avenue 87A, room 3, | ||||||||
| Minsk, 220012 | |||||||||
| Þ Georgian | 100.00% | 100.00% | 100.00% | Georgia | 3-5 Kazbegi | Leasing | 29/10/2001 | 31/12/2004 | |
| Leasing | Street,Tbilisi | ||||||||
| Company, LLC | |||||||||
Þ Prime Leasing | 100.00% | 100.00% | 100.00% | Georgia | Didube-Chughureti | Leasing | 27/1/2012 | 21/1/2015 | |
| district, Ak. Tsereteli | |||||||||
| Avenue №114, Tbilisi | |||||||||
Þ JSC BG Financial | 100.00% | 100.00% | 100.00% | Georgia | 79 David | Investment | 7/8/2015 | – | |
| Agmashenebeli | |||||||||
Avenue, 0102, | Tbilisi | ||||||||
| Þ BOG Asset | 100.00% | 100.00% | 100.00% | Georgia | Krtsanisi district, | Asset management | 22/9/2023 | – | |
| Management | Pushkin street N3, | ||||||||
| LLC | Tbilisi | ||||||||
| Þ JSC Galt & | 100.00% | 100.00% | 100.00% | Georgia | Krtsanisi district, | Brokerage and | 19/12/1995 | 28/12/2004 | |
| Taggart | Pushkin street N3, | investment banking | |||||||
| Tbilisi | |||||||||
| Þ Branch | 100.00% | 100.00% | 100.00% | Azerbaijan | 1C Mikayil Mushvig, | Representative | 28/12/2013 | – | |
| Office of ‘BG | Kempinski Hotel | office | |||||||
| Kapital’ JSC in | Badamdar, 6th floor, | ||||||||
| Azerbaijan | Yasamal. AZ1006, | ||||||||
| Baku | |||||||||
| Þ Galt and | 100.00% | 100.00% | 100.00% | Cyprus | Arch. Makariou III | Investments | 3/7/2006 | – | |
| Taggart | 58, IRIS TOWER, 8th | ||||||||
| Holdings | floor, Flat/Office 702 | ||||||||
| Limited | P.C. 1075, | Nicosia | |||||||
| Þ BG Capital | 100.00% | 100.00% | 100.00% | Belarus | 5A-3Н, K.Chornogo | Brokerage | 19/2/2008 | – | |
| (Belarus), LLC | lane, Minsk, 220012 | ||||||||
Notes to Consolidated Financial Statements continued
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| Proportion of voting rights and ordinary | |||||||||
| share capital held | |||||||||
| 31 December | 31 December | 31 December | Country of | Date of | Date of | ||||
| Subsidiaries | 2025 | 2024 | 2023 | incorporation | Address | Industry | incorporation | acquisition | |
| Þ JSC Digital Area | 100.00% | 100.00% | 100.00% | Georgia | 41, Pekini Street, | Digital | 8/6/2018 | – | |
| (former JSC | Tbilisi, 0160 | ||||||||
| Polymath Group) | |||||||||
Þ JSC Extra area | 100.00% | 100.00% | 100.00% | Georgia | 41, Pekini Street, | Digital | 22/5/2019 | – | |
| Tbilisi, 0160 | |||||||||
Þ Easy Box LLC | 100.00% | 100.00% | 100.00% | Georgia | 41, Pekini Street, | Transportation | 22/12/2020 | – | |
| Tbilisi, 0160 | |||||||||
| Þ JSC Optimo | 100.00% | 100.00% | 100.00% | Georgia | 41, Pekini Street, | Digital | 8/11/2022 | – | |
| Global | Tbilisi, 0160 | ||||||||
| Þ OPTIMO, FE | 100.00% | 100.00% | 100.00% | Uzbekistan | Mirabadski District, | Digital | 31/8/2023 | – | |
| LLC | 81-38, Tashkent | ||||||||
Þ Fina LLC*** | 7 7.50% | N/A | N/A | Georgia | Mtatsminda district, | Digital | 14/09/2011 | 29/12/2025 | |
| Parnaoz Lapiashvili | |||||||||
| street, N 2, b. 1, Tbilisi | |||||||||
Þ JSC Delivery | 100.00% | 100.00% | 81.38% | Georgia | 6 A. Andronikashvili | Digital | 14/12/2017 | 8/11/2022 | |
| Street II Dead End, | |||||||||
| Tbilisi | |||||||||
Þ El. Biletebi LLC | 93.94% | 80.00% | 83.34% | Georgia | 41, Pekini Street, | Digital | 11/12/2008 | 29/9/2023 | |
| Tbilisi, 0160 | |||||||||
| Þ Ticketing Area | 100.00% | 100.00% | 100.00% | Georgia | 41, Pekini Street, | Digital | 6/7/2023 | – | |
| LLC | Tbilisi, 0160 | ||||||||
| Þ Optimo | 100.00% | N/A | N/A | Georgia | 41, Pekini Street, | Digital | 4/12/2025 | – | |
| Sakartvelo LLC | Tbilisi, 0160 | ||||||||
| **** | |||||||||
Þ Solo, LLC | 100.00% | 100.00% | 100.00% | Georgia | 79 David | Trade | 22/4/2015 | – | |
| Agmashenebeli | |||||||||
Avenue, 0102, | Tbilisi | ||||||||
| Þ JSC United | 100.00% | 100.00% | 100.00% | Georgia | 74a Chavchavadze | Registrar | 29/5/2006 | – | |
| Securities | Avenue, Tbilisi, 0162 | ||||||||
Registrar of Georgia | |||||||||
| Þ JSC Express | 100.00% | 100.00% | 100.00% | Georgia | 1b, Budapest Street, | Investments | 29/10/2007 | – | |
| Technologies | Tbilisi, 0160 | ||||||||
| Þ JSC Georgian | 99.41% | 99.41% | 99.41% | Georgia | 221 | Nutsubidze | Card processing | 17/1/1997 | 20/10/2004 |
| Card | Street, Tbilisi, 0168 | ||||||||
| Þ Direct Debit | 100.00% | 100.00% | 100.00% | Georgia | Beliashvili street 106, | Electronic payment | 7/3/2006 | – | |
| Georgia, LLC | Tbilisi, 0159 | services | |||||||
| Þ LLC Didi Digomi | 100.00% | 100.00% | 100.00% | Georgia | 80-82, | Communication | 23/4/2007 | – | |
| Research Center | D.Agmashenebeli | services | |||||||
| Street, Tbilisi, 0102 | |||||||||
| Þ Metro Service | 100.00% | 100.00% | 100.00% | Georgia | 74a Chavchavadze | Business servicing | 10/5/2006 | – | |
| +, LLC | Avenue, Tbilisi, 0162 | ||||||||
| Premium Compliance | N/A | 100.00% | 100.00% | Georgia | Kazbegi Street 3-5, | Various | 17/2/2012 | – | |
| Advisory, LLC***** | Tbilisi | ||||||||
CJSC Ameriabank | 100.00% | 100.00% | N/A | Armenia | 2 Vazgen Sargsyan | Banking | 8/12/1992 | 29/3/2024 | |
| Street, Yerevan 0010, | |||||||||
| Republic of Armenia | |||||||||
Þ Invia CJSC | 100.00% | 100.00% | N/A | Armenia | 2 Vazgen Sargsyan | Consulting | 21/4/2023 | 29/3/2024 | |
| Street, Yerevan 0010, | |||||||||
| Republic of Armenia | |||||||||
Þ Dinno CJSC | 100.00% | 100.00% | N/A | Armenia | 2 Vazgen Sargsyan | Digital | 28/4/2023 | 29/3/2024 | |
| Street, Yerevan 0010, | |||||||||
| Republic of Armenia | |||||||||
| Proportion of voting rights and ordinary | ||||||||
| share capital held | ||||||||
| 31 December | 31 December | 31 December | Country of | Date of | Date of | |||
| Associates | 2025 | 2024 | 2023 | incorporation | Address | Industry | incorporation | acquisition |
JSC Credit info | 21.08% | 21.08% | 21.08% | Georgia | 2 Tarkhnishvili Street, | Financial | 14/2/2005 | 14/2/2005 |
| Tbilisi | intermediation | |||||||
| JSC Tbilisi Stock | 24.04% | 24.04% | 24.04% | Georgia | 72 Vazha-Pshavela | Financial | 8/5/2015 | 23/12/2016 |
| Exchange | Avenue, Tbilisi | intermediation | ||||||
2. Basis of preparation continued
Notes to Consolidated Financial Statements continued
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Notes to Consolidated Financial Statements continued
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3. Material accounting policy information continued
Notes to Consolidated Financial Statements continued
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3. Material accounting policy information continued
Notes to Consolidated Financial Statements continued
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3. Material accounting policy information continued
Notes to Consolidated Financial Statements continued
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3. Material accounting policy information continued
Notes to Consolidated Financial Statements continued
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3. Material accounting policy information continued
Notes to Consolidated Financial Statements continued
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3. Material accounting policy information continued
Notes to Consolidated Financial Statements continued
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3. Material accounting policy information continued
| Years | |
Office buildings and service centres | 30-100 |
Furniture and fixtures | 3-20 |
Computers and equipment | 5-10 |
Motor vehicles | 2-7 |
Notes to Consolidated Financial Statements continued
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3. Material accounting policy information continued
Notes to Consolidated Financial Statements continued
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3. Material accounting policy information continued
Notes to Consolidated Financial Statements continued
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3. Material accounting policy information continued
Lari to GBP | Lari to USD | Lari to EUR | Lari to BYN | Lari to AMD | |
31 December 2025 | 3.6446 | 2.6951 | 3.1737 | 0.9318 | 0.0071 |
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 |
Notes to Consolidated Financial Statements continued
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| As previously | |||
| Consolidated Statement of Cash Flows for the year ended 31 December 2024 | reported | Reclassification | As reclassified |
| Net (increase) decrease in operating assets | |||
Investment securities measured at FVTPL | – | (120,663) | (120,663) |
Net cash flows from operating activities before income tax | 3,782,418 | (120,663) | 3,661,755 |
Net cash flows from operating activities | 3,194,740 | (120,663) | 3,074,077 |
| Cash flows from/(used in) investing activities | |||
Net purchases/sales of investment securities | (2,855,422) | 2,855,422 | – |
Acquisition of investment securities measured at FVOCI | – | (11,259,682) | (11,259,682) |
Proceeds from sale and maturity of investment securities measured at FVOCI | – | 9,881,030 | 9,881,030 |
Acquisition of investment securities carried at amortised cost | – | (2,618,657) | (2,618,657) |
Proceeds from sale and maturity of investment securities carried at amortised cost. | – | 1,262,550 | 1,262,550 |
Net cash from/(used in) investing activities | (2,808,177) | 120,663 | (2,687,514) |
| As previously | |||
| Consolidated Statement of Cash Flows for the year ended 31 December 2023 | reported | Reclassification | As reclassified |
| Net (increase) decrease in operating assets | |||
Investment securities measured at FVTPL | – | – | – |
Net cash flows from operating activities | – | – | – |
| Cash flows from/(used in) investing activities | |||
Net purchases/sales of investment securities | (747,379) | 747,379 | – |
Acquisition of investment securities measured at FVOCI | – | (6,273,118) | (6,273,118) |
Proceeds from sale and maturity of investment securities measured at FVOCI | – | 5,888,458 | 5,888,458 |
Acquisition of investment securities carried at amortised cost | – | (708,568) | (708,568) |
Proceeds from sale and maturity of investment securities carried at amortised cost. | – | 345,849 | 345,849 |
Net cash from/(used in) investing activities | (858,375) | – | (858,375) |
Notes to Consolidated Financial Statements continued
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Notes to Consolidated Financial Statements continued
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4. Significant accounting judgements and estimates continued
| SICR threshold | |||
Loan portfolio type | Rating type | Initial rating | (notches) |
Commercial loans | Internal | 2-4+ | 5-12 |
Commercial loans | Internal | 5-7+ | 1-5 |
Micro and SME loans | External | A-C | 5-10 |
Mortgage loans | External | A-C | 6-10 |
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 |
Notes to Consolidated Financial Statements continued
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4. Significant accounting judgements and estimates continued
| External rating | |
| Internal rating grades | Moody’s |
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- |
Notes to Consolidated Financial Statements continued
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Notes to Consolidated Financial Statements continued
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4. Significant accounting judgements and estimates continued
| Key | ECL | Assigned | As at 31 December 2025 | Assigned | As at 31 December 2024 | Assigned | As at 31 December 2023 | ||||||
| drivers | scenario | weight | 2026 | 2027 | 2028 | weight | 2025 | 2026 | 2027 | weight | 2024 | 2025 | 2026 |
| GDP growth in % | Upside | 25% | 6.00% | 5.50% | 5.00% | 25% | 7.00% | 6.00% | 6.00% | 25% | 6.50% | 5.50% | 5.00% |
Base case | 50% | 4.90% | 5.10% | 5.00% | 50% | 4.90% | 5.80% | 5.70% | 50% | 5.00% | 4.50% | 5.00% | |
| GEL/USD exchange rate | Downside | 25% | 2.00% | 4.00% | 5.00% | 25% | 2.00% | 3.00% | 5.00% | 25% | 3.00% | 4.00% | 5.00% |
Upside | 25% | 2.00% | 3.00% | 0.00% | 25% | 2.00% | 3.00% | 0.00% | 25% | 3.00% | 2.00% | 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% | |
| CPI inflation rate in % | Downside | 25% | -20.00% | -10.00% | 5.00% | 25% | -15.00% | 0.00% | 5.00% | 25% | -15.00% | 0.00% | 5.00% |
Upside | 25% | 3.00% | 2.50% | 3.00% | 25% | 3.00% | 3.00% | 3.00% | 25% | 3.25% | 3.00% | 3.00% | |
Base case | 50% | 3.50% | 2.80% | 3.00% | 50% | 2.90% | 3.60% | 2.70% | 50% | 3.60% | 3.10% | 3.00% | |
Downside | 25% | 8.00% | 5.50% | 3.00% | 25% | 8.00% | 5.00% | 3.00% | 25% | 5.00% | 4.00% | 3.00% |
| As at 31 December | As at 31 December | ||||||
| ECL | Assigned | 2025 | Assigned | 2024 | |||
| Key drivers | scenario | weight | 2026 | 2027 | weight | 2025 | 2026 |
| GDP growth in % | Upside | 20% | 9.76% | 9.36% | 20% | 9.40% | 9.11% |
Base case | 60% | 5.11% | 4.76% | 60% | 4.86% | 4.56% | |
| RUR/AMD exchange rate | Downside | 20% | 0.46% | 0.13% | 20% | 0.32% | 0.02% |
Upside | 20% | 7.577 | 7. 340 | 20% | 7.255 | 7.305 | |
Base case | 60% | 4.540 | 4.303 | 60% | 4.440 | 4.490 | |
| CPI inflation rate in % | Downside | 20% | 1.504 | 1.266 | 20% | 1.625 | 1.675 |
Upside | 20% | 0.46% | 0.36% | 20% | 0.28% | -1.72% | |
Base case | 60% | 3.50% | 3.40% | 60% | 3.40% | 1.40% | |
Downside | 20% | 6.54% | 6.44% | 20% | 6.52% | 4.52% |
| As at 31 December | As at 31 December | As at 31 December | ||||||||
| ECL | Assigned | 2025 | Assigned | 2024 | Assigned | 2023 | ||||
| Key drivers | scenario | weight | 2026 | 2027 | weight | 2025 | 2026 | weight | 2024 | 2025 |
| GDP growth in % | Upside | 25% | 3.39% | 4.46% | 25% | 4.75% | 4.62% | 25% | 3.77% | 3.13% |
Base case | 50% | 1.56% | 1.82% | 50% | 2.64% | 1.90% | 50% | 1.95% | 0.49% | |
| BYN/USD exchange rate % | Downside | 25% | -0.27% | -0.83% | 25% | 0.53% | -0.83% | 25% | 0.14% | -2.15% |
Upside | 25% | 1.73% | 0.55% | 25% | -0.24% | -0.08% | 25% | 0.66% | 0.62% | |
Base case | 50% | 4.19% | 2.01% | 50% | 0.82% | 1.64% | 50% | 1.00% | 1.23% | |
| CPI inflation rate in % | Downside | 25% | 6.55% | 3.19% | 25% | 1.73% | 2.98% | 25% | 1.31% | 1.77% |
Upside | 25% | -0.45% | -0.74% | 25% | -0.38% | -0.45% | 25% | -0.09% | -0.52% | |
Base case | 50% | 1.63% | 1.66% | 50% | 1.61% | 1.91% | 50% | 1.94% | 1.82% | |
Downside | 25% | 3.59% | 3.90% | 25% | 3.50% | 4.12% | 25% | 3.86% | 4.01% |
Notes to Consolidated Financial Statements continued
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| As at 31 December 2025 | |||||
| ECL coverage by scenarios | |||||
| Reported ECL | |||||
| Key drivers | Reported ECL | coverage | Upside | Base case | Downside |
Commercial loans | 181,670 | 1.26% | 1.13% | 1.25% | 1.41% |
Residential mortgage loans | 24,661 | 0.29% | 0.27% | 0.28% | 0.29% |
Micro and SME loans | 114,405 | 1.60% | 1.50% | 1.60% | 1.71% |
Consumer loans | 203,656 | 2.11% | 1.98% | 2.09% | 2.23% |
Gold – pawn loans | 1,197 | 0.50% | 0.50% | 0.50% | 0.50% |
| As at 31 December 2024 | |||||
| ECL coverage by scenarios | |||||
| Reported ECL | |||||
| Key drivers | Reported ECL | coverage | Upside | Base case | Downside |
Commercial loans | 157,7 34 | 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% |
| As at 31 December 2023 | |||||
| ECL coverage by scenarios | |||||
| Reported ECL | |||||
| Key drivers | Reported ECL | coverage | 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% |
Notes to Consolidated Financial Statements continued
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Notes to Consolidated Financial Statements continued
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5. Segment information
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 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:
CJSC Ameriabank – comprises operations in the Group’s Armenian subsidiary.
Other businesses:
Other – Mainly comprising JSC Belarusky Narodny Bank, principally providing retail and SME banking services in Belarus;
JSC Digital area – a digital ecosystem in Georgia including e-commerce, ticketing, and inventory management SaaS;
Lion Finance Group PLC – the holding company; and other small entities and intragroup 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 2025, 2024 or 2023.
Notes to Consolidated Financial Statements continued
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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 2025:
| Corporate | Georgian | Armenian | |||||||||
| Retail | Investment | Corporate | Financial | Financial | Other | Group | |||||
Banking | SME | Banking | Center | Eliminations | Services | Services | businesses | Total | |||
Interest income | 1,839,436 | 624,905 | 1,118,199 | 328,603 | (3,857) | 3,907,286 | 1,348,723 | 115,106 | 5,371,115 | ||
Interest expense | (749,322) | (134,183) | (595,559) | (329,419) | 3,857 | (1,804,626) | (530,468) | (64,280) | (2,399,374) | ||
| Inter-segment interest | |||||||||||
| income/(expense) | (16,960) | (159,564) | 183,578 | (7,054) | – | – | – | – | – | ||
Net interest income | 1,073,154 | 331,158 | 706,218 | (7,870) | – | 2,102,660 | 818,255 | 50,826 | 2,971,741 | ||
| Fee and commission | |||||||||||
| income | 667,591 | 61,674 | 105,193 | 10,663 | (926) | 844,195 | 222,498 | 59,783 | 1,126,476 | ||
| Settlements operations | 97,540 | 118 | 121 | – | (55) | 97,724 | 28,155 | 17,337 | 143,216 | ||
| Card operations | 359,687 | 14,725 | 2,721 | – | – | 377,133 | 123,741 | 29,821 | 530,695 | ||
| Account services | 148,214 | 31,507 | 17,792 | 4,817 | – | 202,330 | 7,784 | 11,196 | 221,310 | ||
| Currency conversion | |||||||||||
| operations | 48,579 | 2,049 | 3,800 | – | – | 54,428 | 11,676 | 75 | 66,179 | ||
| Guarantees and letters | |||||||||||
| of credit | 88 | 7,915 | 45,209 | – | – | 53,212 | 18,781 | 665 | 72,658 | ||
| Advisory | – | – | 7,932 | – | – | 7,932 | 13,676 | – | 21,608 | ||
| Cash operations | 982 | 5,328 | 4,729 | 1,069 | (829) | 11,279 | 5,920 | 5,188 | 22,387 | ||
| Brokerage service fees | 15 | 21 | 22,889 | 215 | (43) | 23,097 | 8,361 | – | 31,458 | ||
Other Fee and commission | 12,486 | 11 | – | 4,562 | 1 | 17,060 | 4,404 | (4,499) | 16,965 | ||
| expense | (269,921) | (18,364) | (21,935) | (5,721) | 955 | (314,986) | (107,407) | (46,596) | (468,989) | ||
| Settlements operations | (40,279) | (6,960) | (5,208) | – | 875 | (51,572) | (50,438) | (20,216) | (122,226) | ||
| Card operations | (193,415) | (9,225) | (846) | – | – | (203,486) | (47,69 | 1) | (18,620) | (269,797) | |
| Currency conversion | |||||||||||
| operations | (10,535) | (449) | (854) | – | – | (11,838) | (4,553) | (3,404) | (19,795) | ||
| Guarantees and letters | |||||||||||
| of credit | (1) | (21) | (292) | – | – | (314) | (195) | (4) | (513) | ||
| Advisory | – | – | (372) | – | – | (372) | – | – | (372) | ||
| Cash operations | (8,184) | (1,107) | (3,077) | (5,160) | 15 | (17,513) | (913) | (4,353) | (22,779) | ||
| Brokerage service fees | (1,344) | (602) | (10,886) | (560) | 21 | (13,371) | (1,029) | (2) | (14,402) | ||
Other Net fee and commission | (16,163) | – | (400) | (1) | 44 | (16,520) | (2,588) | 3 | (19,105) | ||
| income | 397,670 | 43,310 | 83,258 | 4,942 | 29 | 529,209 | 115,091 | 13,187 | 657,487 | ||
Net foreign currency gain | 191,096 | 33,059 | 76,164 | 60,559 | – | 360,878 | 145,340 | 94,785 | 601,003 | ||
Net gains/(losses) on extinguishment of debt | – | 3 | 10 | – | – | 13 | – | (294) | (281) | ||
Net other gains/(losses) | 7,636 | 2,788 | 28,887 | 12,533 | (1,023) | 50,821 | 12,132 | 10,353 | 73,306 | ||
Operating income | 1,669,556 | 410,318 | 894,537 | 70,164 | (994) | 3,043,581 | 1,090,818 | 168,857 | 4,303,256 | ||
Operating expenses | (625,948) | (120,076) | (135,259) | (55,728) | 994 | (936,017) | (503,498) | (116,572) | (1,556,087) | ||
Gain on bargain purchase | – | – | – | – | – | – | – | 1,488 | 1,488 | ||
Profit from associates | – | – | 60 | 1,256 | – | 1,316 | – | – | 1,316 | ||
Operating income before cost of risk | 1,043,608 | 290,242 | 759,338 | 15,692 | – | 2,108,880 | 587,320 | 53,773 | 2,749,973 | ||
Cost of risk | (77,818) | (21,393) | (41,014) | (1,285) | – | (141,510) | (22,982) | (5,005) | (169,497) | ||
Profit before income tax | 965,790 | 268,849 | 718,324 | 14,407 | – | 1,967, 370 | 564,338 | 48,768 | 2,580,476 | ||
Income tax expense | (161,798) | (45,041) | (121,226) | 40,284 | – | (287,781) | (111,974) | (17,490) | (417,245) | ||
Profit for the year | 803,992 | 223,808 | 597,098 | 54,691 | – | 1,679,589 | 452,364 | 31,278 | 2,163,231 | ||
| Assets and liabilities | |||||||||||
| Total assets | 18,994,006 | 6,363,741 | 12,760,315 | 4,249,427 | (237,349) | 42,130,140 | 16,552,268 | 2,187,4 48 | 60,869,856 | ||
Total liabilities | 16,545,083 | 5,490,181 | 10,514,149 | 4,132,685 | (237,349) | 36,444,749 | 14,222,863 | 1,780,001 | 52,447,613 | ||
| Other segment | |||||||||||
| information | |||||||||||
| Property and equipment | 132,006 | 9,625 | 3,457 | 76 | – | 145,164 | 27,218 | 7,356 | 179,738 | ||
Intangible assets | 40,414 | 6,743 | 2,910 | 232 | – | 50,299 | 42,489 | 15,951 | 108,739 | ||
Capital expenditure | 172,420 | 16,368 | 6,367 | 308 | – | 195,463 | 69,707 | 23,307 | 288,477 | ||
Depreciation, amortisation and impairment | (124,662) | (16,822) | (6,649) | (352) | – | (148,485) | (59,887) | (13,280) | (221,652) | ||
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
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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:
| Corporate | Georgian | Armenian | |||||||
| Retail | Investment | Corporate | Financial | Financial | Other | Group | |||
Banking | SME | Banking | Center | Eliminations | Services | Services | businesses | 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) |
| Inter-segment interest | |||||||||
| 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 | 88,456 | 150 | 95 | – | (63) | 88,638 | 16,286 | 11,702 | 116,626 |
| Card operations | 331,482 | 13,498 | 2,080 | – | – | 347,060 | 69,407 | 22,962 | 439,429 |
| Account services | 121,238 | 30,017 | 12,357 | 5,104 | – | 168,716 | – | 7,973 | 176,689 |
| Currency conversion | |||||||||
| operations | 47,387 | 1,722 | 3,185 | – | – | 52,294 | – | 1 | 52,295 |
| Guarantees and letters | |||||||||
| 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 | (35,733) | (5,634) | (4,326) | – | 824 | (44,869) | (37,484) | (18,388) | (100,741) |
| Card operations | (187,047) | (8,693) | (725) | – | – | (196,465) | (3,063) | (17,537) | (217,065) |
| Currency conversion | |||||||||
| operations | (8,694) | (320) | (585) | – | – | (9,599) | – | (2,329) | (11,928) |
| Guarantees and letters | |||||||||
| 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 |
Other income from settlement of legacy | |||||||||
| claim | |||||||||
| 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) |
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 | (161,303) | (42,429) | (98,160) | 26,335 | – | (275,557) | (73,072) | (14,167) | (362,796) |
Notes to Consolidated Financial Statements continued
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| Corporate | Georgian | Armenian | |||||||
| Retail | Investment | Corporate | Financial | Financial | Other | Group | |||
Banking | SME | Banking | Center | Eliminations | Services | Services | businesses | Total | |
Profit for the year | 788,982 | 202,605 | 483,470 | 80,867 | – | 1,555,924 | 902,329 | 26,942 | 2,485,195 |
| Assets and liabilities | |||||||||
| 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 |
| Other segment | |||||||||
| information | |||||||||
| 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 |
Depreciation, amortisation and impairment | (103,159) | (13,198) | (5,407) | (219) | – | (121,983) | (40,818) | (10,336) | (173,137) |
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:
| Corporate | Georgian | Armenian | |||||||
| Retail | Investment | Corporate | Financial | Financial | Other | Group | |||
Banking | SME | Banking | Center | Eliminations | Services | Services | businesses | 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) |
| Inter-segment interest | |||||||||
| income/(expense) | (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 | 82,301 | 253 | 81 | – | (1,841) | 80,794 | – | 13,075 | 93,869 |
| Card operations | 269,204 | 10,271 | 1,388 | – | – | 280,863 | – | 19,282 | 300,145 |
| Account services | 98,255 | 24,135 | 10,847 | 5,394 | – | 138,631 | – | 6,892 | 145,523 |
| Currency conversion | |||||||||
| operations | 45,252 | 1,690 | 2,421 | – | – | 49,363 | – | 7 | 49,370 |
| Guarantees and letters | |||||||||
| 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 | (28,036) | (9,652) | – | – | 5,081 | (32,607) | – | (19,957) | (52,564) |
| Card operations | (157,127) | (6,145) | (455) | 309 | (163,418) | – | (13,269) | (176,687) | |
| Currency conversion | |||||||||
| operations | (7,851) | (302) | (424) | – | – | (8,577) | – | (1,569) | (10,146) |
| Guarantees and letters | |||||||||
| 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 | (7,4 42) | – | (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 |
5. Segment information continued
Notes to Consolidated Financial Statements continued
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| Corporate | Georgian | Armenian | |||||||
| Retail | Investment | Corporate | Financial | Financial | Other | Group | |||
Banking | SME | Banking | Center | Eliminations | Services | Services | businesses | Total | |
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) |
Profit before income tax | 719,003 | 213,103 | 600,404 | 94,138 | – | 1,626,648 | – | 29,650 | 1,656,298 |
Income tax expense | (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 |
| Assets and liabilities | |||||||||
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 |
| Other segment | |||||||||
| information | |||||||||
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 |
Depreciation, amortisation and impairment | (96,560) | (12,411) | (5,308) | – | – | (114,279) | – | (10,444) | (124,723) |
2025 | 2024 | 2023 | |
Cash on hand | 1,412,335 | 1,360,608 | 1,024,048 |
Current accounts with credit institutions | 1,403,185 | 1,222,334 | 652,244 |
Current accounts with central banks | 1,261,489 | 874,615 | 713,212 |
Placements with and receivables from credit institutions with maturities of up to 90 days | 495,596 | 295,874 | 712,786 |
Cash and cash equivalents, gross | 4,572,605 | 3,753,431 | 3,102,290 |
Less – Allowance for expected credit loss | (559) | (248) | (466) |
Cash and cash equivalents, net | 4,572,046 | 3,753,183 | 3,101,824 |
5. Segment information continued
Notes to Consolidated Financial Statements continued
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2025 | 2024 | 2023 | |
Obligatory reserves with central banks | 3,108,019 | 3,044,526 | 1,746,288 |
Receivables from reverse REPO operations | 394,325 | 217,146 | – |
Placements with and receivables from credit institutions with maturities of more than 90 days | 34,157 | 1,322 | – |
Restricted cash | 18,009 | 17,132 | 7,263 |
Amounts due from credit institutions, gross | 3,554,510 | 3,280,126 | 1,753,551 |
Less – Allowance for expected credit loss | (2,253) | (1,661) | (894) |
Amounts due from credit institutions, net | 3,552,257 | 3,278,465 | 1,752,657 |
2025 | 2024 | 2023 | |
Investment securities measured at FVOCI – debt instruments [1] | 6,612,866 | 5,993,853 | 4,424,160 |
Investment securities measured at FVTPL – debt instruments [2] | 134,695 | 184,788 | 435 |
Investment securities designated as at FVOCI – equity investments | 27,7 18 | 26,948 | 8,004 |
Investment securities measured at FVTPL – equity instruments | 17,609 | 16,740 | 6,852 |
Investment securities measured at FV | 6,792,888 | 6,222,329 | 4,439,451 |
2025 | 2024 | 2023 | |
Investment securities measured at amortised cost [3] | 3,257,320 | 2,748,054 | 691,119 |
Less: allowance for expected credit losses | (2,971) | (1,662) | (813) |
Investment securities measured at amortised cost, net | 3,254,349 | 2,746,392 | 690,306 |
2025 | 2024 | 2023 | |
Ministry of Finance of Georgia treasury bonds | 4,201,743 | 3,336,867 | 1,891,684 |
Ministry of Finance of Georgia treasury bills | 59,065 | 106,139 | 155,955 |
US treasury bills | 1,912,095 | 1,283,392 | 1,621,219 |
US treasury bonds | 134,558 | 310,718 | – |
Foreign treasury bills | 57,913 | 61,354 | 24,067 |
Foreign treasury bonds | – | – | 54,151 |
Government securities of the Republic of Armenia | 97,309 | 73,223 | – |
Certificates of deposit of central banks | 9,893 | 27,630 | 10,855 |
Other debt instruments [1.1] | 140,290 | 794,530 | 666,229 |
Investment securities measured at FVOCI – debt instruments | 6,612,866 | 5,993,853 | 4,424,160 |
2025 | 2024 | 2023 | |
European Bank for Reconstruction and Development | 92,128 | 316,680 | 326,916 |
International Finance Corporation | – | 116,089 | 203,617 |
Asian Development Bank | – | 110,989 | 30,594 |
World Bank | – | 85,363 | – |
Other debt instruments | 48,162 | 165,409 | 105,102 |
Investment securities measured at FVOCI – other debt instruments | 140,290 | 794,530 | 666,229 |
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
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8. Investment securities and investment securities pledged under sale-and-repurchase agreements and
securities lending continued
2025 | 2024 | 2023 | |
Government securities of the Republic of Armenia | 38,431 | 114,594 | – |
Government Eurobonds of the Republic of Armenia | 11,619 | – | – |
Other debt instruments | 84,645 | 70,194 | 435 |
Investment securities measured at FVTPL – debt instruments | 134,695 | 184,788 | 435 |
2025 | 2024 | 2023 | |
Ministry of Finance of Georgia treasury bonds | 10,836 | 65,557 | 77, 367 |
US treasury bonds | 499,263 | 515,240 | – |
Government securities of the Republic of Armenia | 990,671 | 553,100 | – |
Other debt instruments [3.1] | 1,756,550 | 1,614,157 | 613,752 |
Investment securities measured at amortised cost – debt instruments, gross | 3,257,320 | 2,748,054 | 691,119 |
Less: allowance for expected credit losses | (2,971) | (1,662) | (813) |
Investment securities measured at amortised cost – debt instruments, net | 3,254,349 | 2,746,392 | 690,306 |
2025 | 2024 | 2023 | |
Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden N.V. | 460,167 | 100,267 | 100,297 |
European Bank for Reconstruction and Development | 446,713 | 1,011,633 | – |
International Finance Corporation | 263,199 | – | – |
Asian Development Bank | 257,128 | 318,713 | 287,326 |
Georgia Healthcare Group JSC | 142,623 | – | – |
Tegeta Motors LLC | 25,442 | 43,022 | 40,647 |
Other debt instruments | 161,278 | 140,522 | 185,482 |
Investment securities measured at amortised cost – other debt instruments, gross | 1,756,550 | 1,614,157 | 613,752 |
Investment securities pledged for short-term loans from central banks | 2025 | 2024 | 2023 |
Georgian Ministry of Finance treasury bonds | 1,175,413 | 1,336,096 | 1,375,687 |
Government securities of the Republic of Armenia | 12,887 | – | – |
Government securities and Eurobonds of the Republic of Armenia | 134,525 | – | – |
Other debt instruments | – | 541,939 | 127,685 |
Total | 1,322,825 | 1,878,035 | 1,503,372 |
| Out of which: | |||
Measured at FVOCI | 1,175,413 | 1,336,096 | 1,375,687 |
Measured at amortised cost | 147,412 | 541,939 | 127,685 |
Investment securities pledged for MOF | 2025 | 2024 | 2023 |
Georgian Ministry of Finance treasury bonds | 109,233 | 300,256 | – |
Other debt instruments | 106,164 | 543,513 | – |
Total | 215,397 | 843,769 | – |
| Out of which: | |||
| Measured at FVOCI | 109,233 | 300,256 | – |
| Measured at amortised cost | 106,164 | 543,513 | – |
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
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8. Investment securities and investment securities pledged under sale and repurchase agreements and
securities lending continued
2025 | 2024 | 2023 | |
| Investment securities pledged under sale-and-repurchase agreements and securities | |||
lending measured at FVOCI – debt instruments [4] | – | 186,670 | – |
| Investment securities pledged under sale-and-repurchase agreements and securities | |||
lending measured at FVTPL – debt instruments [5] | – | 27,205 | – |
| Investment securities pledged under sale and repurchase agreements and securities | |||
lending measured at FV | – | 213,875 | – |
2025 | 2024 | 2023 | |
| Investment securities pledged under sale-and-repurchase agreements and securities | |||
lending measured at amortised cost [6] | 147,631 | 270,199 | – |
Less: allowance for expected credit losses | (215) | (408) | – |
| Investment securities pledged under sale-and-repurchase agreements and securities | |||
lending measured at amortised cost – debt instruments, net | 147,416 | 269,791 | – |
2025 | 2024 | 2023 | |
US treasury bills | – | 138,945 | – |
Government securities of the Republic of Armenia | – | 47,725 | – |
| Investment securities pledged under sale-and-repurchase agreements and securities | |||
lending measured at FVOCI – debt instruments | – | 186,670 | – |
2025 | 2024 | 2023 | |
Government securities of the Republic of Armenia | – | 27,205 | – |
| Investment securities pledged under sale-and-repurchase agreements and securities | |||
lending measured at FVTPL – debt instruments | – | 27,205 | – |
2025 | 2024 | 2023 | |
Government securities of the Republic of Armenia | 12,911 | 270,199 | – |
Government Eurobonds of the Republic of Armenia | 134,720 | – | – |
| Investment securities pledged under sale-and-repurchase agreements and securities | |||
lending measured at amortised cost – debt instruments, gross | 147,631 | 270,199 | – |
Less: allowance for expected credit losses | (215) | (408) | – |
| Investment securities pledged under sale-and-repurchase agreements and securities | |||
lending measured at amortised cost – debt instruments, net | 147,416 | 269,791 | – |
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
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Additional InformationFinancial StatementsGovernanceStrategic Report
2025 | 2024 | 2023 | |
Commercial loans | 14,462,893 | 12,112,671 | 6,965,986 |
Residential mortgage loans | 8,483,490 | 7,497,628 | 4,557,525 |
Consumer loans | 9,635,635 | 7,388,490 | 4,699,969 |
Micro and SME loans | 7,152,602 | 6,347,982 | 4,073,022 |
Gold – pawn loans | 240,532 | 154,242 | 150,228 |
Loans to customers at amortised cost, gross | 39,975,152 | 33,501,013 | 20,446,730 |
Less – Allowance for expected credit loss | (525,589) | (430,312) | (327,792) |
Loans to customers at amortised cost, net | 39,449,563 | 33,070,701 | 20,118,938 |
Finance lease receivables, gross | 444,793 | 428,222 | 70,091 |
Less – Allowance for expected credit loss | (6,026) | (10,485) | (11,208) |
Finance lease receivables, net | 438,767 | 417,737 | 58,883 |
Factoring receivables, gross | 177,756 | 70,458 | 55,027 |
Less – Allowance for expected credit loss | (422) | (22) | (127) |
Factoring receivables, net | 177,334 | 70,436 | 54,900 |
Total loans to customers, factoring and finance lease receivables | 40,065,664 | 33,558,874 | 20,232,721 |
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
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9. Loans to customers, factoring and finance lease receivables continued
Loans to customer at amortised cost, gross: | Stage 1 | Stage 2 | Stage 3 | POCI | Total |
Balance at 31 December 2024 | 31,911,054 | 888,003 | 557, 477 | 144,479 | 33,501,013 |
New financial asset originated or purchased | 25,002,565 | 81,056 | 33,276 | 50,532 | 25,167, 429 |
Transfer to Stage 1 | 731,968 | (713,492) | (18,476) | – | – |
Transfer to Stage 2 | (2,181,063) | 2,251,307 | (70,244) | – | – |
Transfer to Stage 3 | (163,874) | (389,127) | 553,001 | – | – |
Assets repaid | (17,997,987 ) | (422,842) | (292,222) | (51,467) | (18,764,518) |
Impact of modifications | 1,073 | (584) | (7,533) | 139 | (6,905) |
Foreign exchange movement | (41,591) | 409 | (2,497) | (1,829) | (45,508) |
Net other changes | 233,255 | (167,424) | 52,836 | 11,884 | 130,551 |
Write-offs | – | (4) | (135,014) | (43,250) | (178,268) |
Recoveries of amounts previously written off | – | – | 91,560 | 22,808 | 114,368 |
Unwind of discount | – | – | 14,091 | (942) | 13,149 |
Currency translation differences | 40,346 | 519 | 3,091 | (115) | 43,841 |
Balance at 31 December 2025 | 37, 535,746 | 1,527,821 | 779,346 | 132,239 | 39,975,152 |
Individually assessed | 5,285,135 | – | 369,204 | 61,197 | 5,715,536 |
Collectively assessed | 32,250,611 | 1,527,821 | 410,142 | 71,042 | 34,259,616 |
Balance at 31 December 2025 | 37, 535,746 | 1,527,821 | 779,346 | 132,239 | 39,975,152 |
Loans to customer at amortised cost, ECL: | Stage 1 | Stage 2 | Stage 3 | POCI | Total |
Balance at 31 December 2024 | 127,572 | 39,361 | 238,222 | 25,157 | 430,312 |
New financial asset originated or purchased | 150,461 | 4,217 | 4,815 | 16,099 | 175,592 |
Transfer to Stage 1 | 36,006 | (30,776) | (5,230) | – | – |
Transfer to Stage 2 | (45,253) | 68,255 | (23,002) | – | – |
Transfer to Stage 3 | (1,440) | (25,762) | 27,202 | – | – |
| Impact on ECL of exposures transferred between stages | |||||
during the year | (17,190) | 33,440 | 102,498 | – | 118,748 |
Assets repaid | (98,236) | (30,978) | (141,196) | (6,705) | (27 7,115) |
Impact of modifications | (168) | 20 | (2,829) | 17 | (2,960) |
Foreign exchange movement | 216 | 273 | 704 | 95 | 1,288 |
Net other measurement of ECL | (11,784) | 14,547 | 138,621 | (10,357) | 131,027 |
Income statement (releases)/charges | 12,612 | 33,236 | 101,583 | (851) | 146,580 |
Write-offs | – | (4) | (135,011) | (43,253) | (178,268) |
Recoveries of amounts previously written off | – | – | 91,560 | 22,808 | 114,368 |
Unwind of discount | – | – | 14,091 | (942) | 13,149 |
Currency translation differences | 146 | (582) | (102) | (14) | (552) |
Balance at 31 December 2025 | 140,330 | 72,011 | 310,343 | 2,905 | 525,589 |
Individually assessed | 33,851 | – | 144,048 | 3,150 | 181,049 |
Collectively assessed | 106,479 | 72,011 | 166,295 | (245) | 344,540 |
Balance at 31 December 2025 | 140,330 | 72,011 | 310,343 | 2,905 | 525,589 |
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
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Additional InformationFinancial StatementsGovernanceStrategic Report
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 2024 | 11,630,625 | 278,071 | 188,704 | 15,271 | 12,112,671 |
New financial asset originated or purchased | 9,362,592 | 53,439 | 23,199 | 34,733 | 9,473,963 |
Transfer to Stage 1 | 37,107 | (30,394) | (6,713) | – | – |
Transfer to Stage 2 | (798,477) | 798,477 | – | – | – |
Transfer to Stage 3 | (68) | (95,215) | 95,283 | – | – |
Assets repaid | (6,936,717) | (188,742) | (103,437) | (27,005) | (7,255,901) |
Resegmentation | 66,079 | – | – | – | 66,079 |
Impact of modifications | 56 | (875) | (1,383) | 298 | (1,904) |
Foreign exchange movement | (35,871) | (1,618) | (3,033) | (577) | (41,099) |
Net other changes | 80,956 | (2,637) | (1,167) | (306) | 76,846 |
Write-offs | – | – | (4,053) | (18,181) | (22,234) |
Recoveries of amounts previously written off | – | – | 17,004 | 11,608 | 28,612 |
Unwind of discount | – | – | 8,173 | 507 | 8,680 |
Currency translation differences | 15,313 | 526 | 1,341 | – | 17,180 |
Balance at 31 December 2025 | 13,421,595 | 811,032 | 213,918 | 16,348 | 14,462,893 |
Individually assessed | 4,329,761 | – | 209,881 | 15,452 | 4,555,094 |
Collectively assessed | 9,091,834 | 811,032 | 4,037 | 896 | 9,907,799 |
Balance at 31 December 2025 | 13,421,595 | 811,032 | 213,918 | 16,348 | 14,462,893 |
Commercial loans at amortised cost, ECL: | Stage 1 | Stage 2 | Stage 3 | POCI | Total |
Balance at 31 December 2024 | 39,982 | 6,469 | 105,529 | 5,754 | 157,734 |
New financial asset originated or purchased | 28,111 | 863 | 3,270 | 13,834 | 46,078 |
Transfer to Stage 1 | 1,161 | (1,151) | (10) | – | – |
Transfer to Stage 2 | (5,068) | 5,068 | – | – | – |
Transfer to Stage 3 | – | (1,029) | 1,029 | – | – |
| Impact on ECL of exposures transferred between stages | |||||
during the year | (1,000) | 12,075 | 19,149 | – | 30,224 |
Assets repaid | (12,766) | (2,684) | (40,744) | (1,766) | (57,960) |
Resegmentation | 104 | – | – | – | 104 |
Impact of modifications | 3 | (12) | (426) | 6 | (429) |
Foreign exchange movement | 282 | 240 | 86 | (217) | 391 |
Net other measurement of ECL | (4,914) | 9,060 | 55 | (12,721) | (8,520) |
Income statement (releases)/charges | 5,913 | 22,430 | (17,591) | (864) | 9,888 |
Write-offs | – | – | (4,050) | (18,184) | (22,234) |
Recoveries of amounts previously written off | – | – | 17,004 | 11,608 | 28,612 |
Unwind of discount | – | – | 8,173 | 507 | 8,680 |
Currency translation differences | 33 | (23) | (1,020) | – | (1,010) |
Balance at 31 December 2025 | 45,928 | 28,876 | 108,045 | (1,179) | 181,670 |
Individually assessed | 28,038 | – | 106,522 | (356) | 134,204 |
Collectively assessed | 17,890 | 28,876 | 1,523 | (823) | 47,466 |
Balance at 31 December 2025 | 45,928 | 28,876 | 108,045 | (1,179) | 181,670 |
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
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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 2024 | 7,253,431 | 145,686 | 60,847 | 37,664 | 7, 497,628 |
New financial asset originated or purchased | 2,573,951 | – | 367 | 4,895 | 2,579,213 |
Transfer to Stage 1 | 207,972 | (207,577) | (395) | – | – |
Transfer to Stage 2 | (269,666) | 284,771 | (15,105) | – | – |
Transfer to Stage 3 | (58,939) | (31,091) | 90,030 | – | – |
Assets repaid | (1,504,703) | (30,477) | (30,351) | (10,400) | (1,575,931) |
Resegmentation | (69) | – | – | – | (69) |
Impact of modifications | 1,791 | 90 | (49) | (80) | 1,752 |
Foreign exchange movement | 4,160 | 147 | 1,349 | (593) | 5,063 |
Net other changes | (3,844) | (20,065) | 1,538 | 5,195 | (17,176) |
Write-offs | – | – | (5,403) | (6,000) | (11,403) |
Recoveries of amounts previously written off | – | – | 5,376 | 526 | 5,902 |
Unwind of discount | – | – | 951 | 221 | 1,172 |
Currency translation differences | (2,579) | (589) | 517 | (10) | (2,661) |
Balance at 31 December 2025 | 8,201,505 | 140,895 | 109,672 | 31,418 | 8,483,490 |
Individually assessed | 1,224 | – | 66,590 | 3,997 | 71,811 |
Collectively assessed | 8,200,281 | 140,895 | 43,082 | 27, 421 | 8,411,679 |
Balance at 31 December 2025 | 8,201,505 | 140,895 | 109,672 | 31,418 | 8,483,490 |
Residential mortgage loans at amortised cost, ECL: | Stage 1 | Stage 2 | Stage 3 | POCI | Total |
Balance at 31 December 2024 | 2,745 | 1,157 | 7,865 | 2,858 | 14,625 |
New financial asset originated or purchased | 2,106 | – | 226 | 528 | 2,860 |
Transfer to Stage 1 | 1,171 | (1,139) | (32) | – | – |
Transfer to Stage 2 | (554) | 1,765 | (1,211) | – | – |
Transfer to Stage 3 | (46) | (647) | 693 | – | – |
| Impact on ECL of exposures transferred between stages | |||||
during the year | (596) | (180) | 2,730 | – | 1,954 |
Assets repaid | (652) | (279) | (5,693) | (1,247) | (7,871) |
Impact of modifications | 10 | 1 | 82 | 33 | 126 |
Foreign exchange movement | (3) | 1 | 401 | (14) | 385 |
Net other measurement of ECL | 280 | 870 | 15,566 | 218 | 16,934 |
Income statement (releases)/charges | 1,716 | 392 | 12,762 | (482) | 14,388 |
Write-offs | – | – | (5,403) | (6,000) | (11,403) |
Recoveries of amounts previously written off | – | – | 5,376 | 526 | 5,902 |
Unwind of discount | – | – | 951 | 221 | 1,172 |
Currency translation differences | (5) | – | (18) | – | (23) |
Balance at 31 December 2025 | 4,456 | 1,549 | 21,533 | (2,877) | 24,661 |
Individually assessed | 23 | – | 13,956 | (7) | 13,972 |
Collectively assessed | 4,433 | 1,549 | 7,577 | (2,870) | 10,689 |
Balance at 31 December 2025 | 4,456 | 1,549 | 21,533 | (2,877) | 24,661 |
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
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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 2024 | 5,897,357 | 196,718 | 190,321 | 63,586 | 6,347,982 |
New financial asset originated or purchased | 3,993,452 | 941 | 2,561 | 5,429 | 4,002,383 |
Transfer to Stage 1 | 125,782 | (114,688) | (11,094) | – | – |
Transfer to Stage 2 | (288,352) | 306,319 | (17,967 ) | – | – |
Transfer to Stage 3 | (38,661) | (114,384) | 153,045 | – | – |
Assets repaid | (3,010,369) | (65,848) | (75,070) | (3,640) | (3,154,927) |
Resegmentation | (70,455) | (3,288) | – | – | (73,743) |
Impact of modifications | (24) | (91) | (539) | (2) | (656) |
Foreign exchange movement | (11,136) | 1,536 | (1,157) | (648) | (11,405) |
Net other changes | 46,807 | (5,890) | 554 | (657) | 40,814 |
Write-offs | – | – | (22,808) | (12,791) | (35,599) |
Recoveries of amounts previously written off | – | – | 22,685 | 4,263 | 26,948 |
Unwind of discount | – | – | 2,598 | (843) | 1,755 |
Currency translation differences | 7,826 | 446 | 865 | (87) | 9,050 |
Balance at 31 December 2025 | 6,652,227 | 201,771 | 243,994 | 54,610 | 7,152,602 |
Individually assessed | 954,025 | – | 48,202 | 41,345 | 1,043,572 |
Collectively assessed | 5,698,202 | 201,771 | 195,792 | 13,265 | 6,109,030 |
Balance at 31 December 2025 | 6,652,227 | 201,771 | 243,994 | 54,610 | 7,152,602 |
Micro and SME loans at amortised cost, ECL: | Stage 1 | Stage 2 | Stage 3 | POCI | Total |
Balance at 31 December 2024 | 19,287 | 5,374 | 62,062 | 12,281 | 99,004 |
New financial asset originated or purchased | 23,630 | 5 | 271 | 1,070 | 24,976 |
Transfer to Stage 1 | 7,762 | (2,760) | (5,002) | – | – |
Transfer to Stage 2 | (3,217) | 5,951 | (2,734) | – | – |
Transfer to Stage 3 | (461) | (4,683) | 5,144 | – | – |
| Impact on ECL of exposures transferred between stages | |||||
during the year | (1,486) | 1,821 | 22,069 | – | 22,404 |
Assets repaid | (11,192) | (1,820) | (27, 487 ) | (543) | (41,042) |
Resegmentation | (104) | (3) | – | – | (107) |
Impact of modifications | (1) | 29 | (140) | (1) | (113) |
Foreign exchange movement | (84) | 22 | (13) | 347 | 272 |
Net other measurement of ECL | (4,517) | 2,302 | 15,892 | 2,108 | 15,785 |
Income statement (releases)/charges | 10,330 | 864 | 8,000 | 2,981 | 22,175 |
Write-offs | – | – | (22,808) | (12,791) | (35,599) |
Recoveries of amounts previously written off | – | – | 22,685 | 4,263 | 26,948 |
Unwind of discount | – | – | 2,598 | (843) | 1,755 |
Currency translation differences | 12 | (2) | 119 | (7) | 122 |
Balance at 31 December 2025 | 29,629 | 6,236 | 72,656 | 5,884 | 114,405 |
Individually assessed | 5,784 | – | 12,174 | 3,478 | 21,436 |
Collectively assessed | 23,845 | 6,236 | 60,482 | 2,406 | 92,969 |
Balance at 31 December 2025 | 29,629 | 6,236 | 72,656 | 5,884 | 114,405 |
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
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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 2024 | 6,983,775 | 261,879 | 114,878 | 27,958 | 7,388,490 |
New financial asset originated or purchased | 8,612,644 | 26,676 | 2,352 | 5,475 | 8,647,147 |
Transfer to Stage 1 | 352,476 | (352,202) | (274) | – | – |
Transfer to Stage 2 | (798,907) | 834,577 | (35,670) | – | – |
Transfer to Stage 3 | (64,679) | (145,893) | 210,572 | – | – |
Assets repaid | (6,184,946) | (124,888) | (77,961) | (10,422) | (6,398,217) |
Resegmentation | 4,445 | 3,288 | – | – | 7,733 |
Impact of modifications | (750) | 292 | (5,562) | (77) | (6,097) |
Foreign exchange movement | 1,259 | 344 | 344 | (11) | 1,936 |
Net other changes | 108,469 | (138,960) | 51,794 | 7, 652 | 28,955 |
Write-offs | – | (4) | (102,746) | (6,278) | (109,028) |
Recoveries of amounts previously written off | – | – | 46,492 | 6,411 | 52,903 |
Unwind of discount | – | – | 2,368 | (827) | 1,541 |
Currency translation differences | 19,786 | 136 | 368 | (18) | 20,272 |
Balance at 31 December 2025 | 9,033,572 | 365,245 | 206,955 | 29,863 | 9,635,635 |
Individually assessed | 125 | – | 44,531 | 403 | 45,059 |
Collectively assessed | 9,033,447 | 365,245 | 162,424 | 29,460 | 9,590,576 |
Balance at 31 December 2025 | 9,033,572 | 365,245 | 206,955 | 29,863 | 9,635,635 |
Consumer loans at amortised cost, ECL: | Stage 1 | Stage 2 | Stage 3 | POCI | Total |
Balance at 31 December 2024 | 65,545 | 26,356 | 61,770 | 4,264 | 157,935 |
New financial asset originated or purchased | 96,609 | 3,349 | 882 | 667 | 101,507 |
Transfer to Stage 1 | 25,910 | (25,724) | (186) | – | – |
Transfer to Stage 2 | (36,412) | 55,444 | (19,032) | – | – |
Transfer to Stage 3 | (933) | (19,402) | 20,335 | – | – |
| Impact on ECL of exposures transferred between stages | |||||
during the year | (14,107) | 19,746 | 58,451 | – | 64,090 |
Assets repaid | (73,622) | (26,193) | (67,12 3) | (3,149) | (170,087) |
Resegmentation | – | 3 | – | – | 3 |
Impact of modifications | (180) | 2 | (2,345) | (21) | (2,544) |
Foreign exchange movement | 21 | 10 | 230 | (21) | 240 |
Net other measurement of ECL | (2,633) | 2,317 | 107,015 | 38 | 106,737 |
Income statement (releases)/charges | (5,347) | 9,552 | 98,227 | (2,486) | 99,946 |
Write-offs | – | (4) | (102,746) | (6,278) | (109,028) |
Recoveries of amounts previously written off | – | – | 46,492 | 6,411 | 52,903 |
Unwind of discount | – | – | 2,368 | (827) | 1,541 |
Currency translation differences | 106 | (557) | 817 | (7) | 359 |
Balance at 31 December 2025 | 60,304 | 35,347 | 106,928 | 1,077 | 203,656 |
Individually assessed | 6 | – | 11,396 | 35 | 11,437 |
Collectively assessed | 60,298 | 35,347 | 95,532 | 1,042 | 192,219 |
Balance at 31 December 2025 | 60,304 | 35,347 | 106,928 | 1,077 | 203,656 |
Notes to Consolidated Financial Statements continued
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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 2024 | 145,866 | 5,649 | 2,727 | – | 154,242 |
New financial asset originated or purchased | 459,926 | – | 4,797 | – | 464,723 |
Transfer to Stage 1 | 8,631 | (8,631) | – | – | – |
Transfer to Stage 2 | (25,661) | 27,163 | (1,502) | – | – |
Transfer to Stage 3 | (1,527) | (2,544) | 4,071 | – | – |
Assets repaid | (361,252) | (12,887) | (5,403) | – | (379,542) |
Foreign exchange movement | (3) | – | – | – | (3) |
Net other changes | 867 | 128 | 117 | – | 1,112 |
Write-offs | – | – | (4) | – | (4) |
Recoveries of amounts previously written off | – | – | 3 | – | 3 |
Unwind of discount | – | – | 1 | – | 1 |
Balance at 31 December 2025 | 226,847 | 8,878 | 4,807 | – | 240,532 |
Collectively assessed | 226,847 | 8,878 | 4,807 | – | 240,532 |
Balance at 31 December 2025 | 226,847 | 8,878 | 4,807 | – | 240,532 |
Gold – pawn loans at amortised cost, ECL: | Stage 1 | Stage 2 | Stage 3 | POCI | Total |
Balance at 31 December 2024 | 13 | 5 | 996 | – | 1,014 |
New financial asset originated or purchased | 5 | – | 166 | – | 171 |
Transfer to Stage 1 | 2 | (2) | – | – | – |
Transfer to Stage 2 | (2) | 27 | (25) | – | – |
Transfer to Stage 3 | – | (1) | 1 | – | – |
| Impact on ECL of exposures transferred between stages | |||||
during the year | (1) | (22) | 99 | – | 76 |
Assets repaid | (4) | (2) | (149) | – | (155) |
Net other measurement of ECL | – | (2) | 93 | – | 91 |
Income statement (releases)/charges | – | (2) | 185 | – | 183 |
Write-offs | – | – | (4) | – | (4) |
Recoveries of amounts previously written off | – | – | 3 | – | 3 |
Unwind of discount | – | – | 1 | – | 1 |
Balance at 31 December 2025 | 13 | 3 | 1,181 | – | 1,197 |
Collectively assessed | 13 | 3 | 1,181 | – | 1,197 |
Balance at 31 December 2025 | 13 | 3 | 1,181 | – | 1,197 |
Notes to Consolidated Financial Statements continued
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9. Loans to customers, factoring and finance lease receivables continued
Loans to customer at amortised cost, gross: | Stage 1 | Stage 2 | Stage 3 | POCI | Total |
Balance at 31 December 2023 | 18,798,640 | 1,124,296 | 436,321 | 87,473 | 20,446,730 |
New financial asset originated or purchased | 21,686,493 | 110,176 | 8,469 | 25,224 | 21,830,362 |
Transfer to Stage 1 | 819,501 | (819,442) | (59) | – | – |
Transfer to Stage 2 | (1,422,913) | 1,511,452 | (88,539) | – | – |
Transfer to Stage 3 | (75,656) | (358,528) | 434,184 | – | – |
Assets repaid | (14,881,175) | (568,606) | (239,213) | (64,051) | (15,753,045) |
Impact of modifications | 201 | (1,360) | (5,270) | (73) | (6,502) |
Business combination | 6,373,243 | – | – | 77,075 | 6,450,318 |
Foreign exchange movement | 194,783 | 11,457 | 5,611 | 1,437 | 213,288 |
Net other changes | 137,045 | (122,311) | 58,057 | 8,643 | 81,434 |
Write-offs | – | (4) | (108,076) | (13,313) | (121,393) |
Recoveries of amounts previously written off | – | – | 45,697 | 15,716 | 61,413 |
Unwind of discount | – | – | 8,325 | 3,716 | 12,041 |
Currency translation differences | 280,892 | 873 | 1,970 | 2,632 | 286,367 |
Balance at 31 December 2024 | 31,911,054 | 888,003 | 557, 477 | 144,479 | 33,501,013 |
Individually assessed | 3,774,756 | – | 237,437 | 81,218 | 4,093,411 |
Collectively assessed | 28,136,298 | 888,003 | 320,040 | 63,261 | 29,407,602 |
Balance at 31 December 2024 | 31,911,054 | 888,003 | 557, 477 | 144,479 | 33,501,013 |
Loans to customer at amortised cost, ECL: | Stage 1 | Stage 2 | Stage 3 | POCI | Total |
Balance at 31 December 2023 | 71,067 | 58,833 | 175,492 | 22,400 | 327,792 |
New financial asset originated or purchased | 134,067 | 2,390 | 3,330 | 11,860 | 151,647 |
Transfer to Stage 1 | 28,404 | (28,375) | (29) | – | – |
Transfer to Stage 2 | (44,984) | 79,285 | (34,301) | – | – |
Transfer to Stage 3 | (20,692) | (53,580) | 74,272 | – | – |
| Impact on ECL of exposures transferred between stages | |||||
during the year | (14,951) | 6,239 | 97, 562 | – | 88,850 |
Assets repaid | (90,625) | (37,416) | (127,695) | (14,265) | (270,001) |
Impact of modifications | (468) | 18 | (2,480) | 78 | (2,852) |
Foreign exchange movement | (32) | 106 | 1,474 | 185 | 1,733 |
Day 2 ECL on business combination | 47,023 | – | – | – | 47,02 3 |
Net other measurement of ECL | 18,380 | 11,835 | 102,173 | (1,254) | 131,134 |
Income statement (releases)/charges | 56,122 | (19,498) | 114,306 | (3,396) | 147,534 |
Write-offs | – | (4) | (108,076) | (13,313) | (121,393) |
Recoveries of amounts previously written off | – | – | 45,697 | 15,716 | 61,413 |
Unwind of discount | – | – | 8,325 | 3,716 | 12,041 |
Currency translation differences | 383 | 30 | 2,478 | 34 | 2,925 |
Balance at 31 December 2024 | 127,572 | 39,361 | 238,222 | 25,157 | 430,312 |
Individually assessed | 29,084 | – | 119,020 | 16,765 | 164,869 |
Collectively assessed | 98,488 | 39,361 | 119,202 | 8,392 | 265,443 |
Balance at 31 December 2024 | 127,572 | 39,361 | 238,222 | 25,157 | 430,312 |
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
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Additional InformationFinancial StatementsGovernanceStrategic Report
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) | (3 47,114) | (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 | – | – |
| Impact on ECL of exposures transferred between stages | |||||
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 |
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
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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 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 | 17,72 3 |
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 | – | – |
| Impact on ECL of exposures transferred between stages | |||||
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 |
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
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Additional InformationFinancial StatementsGovernanceStrategic Report
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 | – | – |
| Impact on ECL of exposures transferred between stages | |||||
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 | 27,4 46 |
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 |
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
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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 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 | 7,94 4 | 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 | – | – |
| Impact on ECL of exposures transferred between stages | |||||
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 | 7 7,837 | (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 | 7,94 4 | 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 |
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
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Additional InformationFinancial StatementsGovernanceStrategic Report
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 | – | – |
| Impact on ECL of exposures transferred between stages | |||||
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 |
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
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Lion Finance Group PLC Annual Report 2025
9. Loans to customers, factoring and finance lease receivables continued
Loans to customer at amortised cost, gross: | Stage 1 | Stage 2 | Stage 3 | POCI | Total |
Balance at 31 December 2022 | 15,288,477 | 1,200,824 | 523,170 | 69,865 | 17,082 ,336 |
New financial asset originated or purchased | 15,205,096 | 68,636 | 2,744 | 50,265 | 15,326,741 |
Transfer to Stage 1 | 935,192 | (935,156) | (36) | – | – |
Transfer to Stage 2 | (1,527,089) | 1,641,335 | (114,246) | – | – |
Transfer to Stage 3 | (121,870) | (298,107) | 419,977 | – | – |
Assets repaid | (11,037,658) | (553,925) | (271,849) | (35,413) | (11,898,845) |
Impact of modifications | 388 | 1,475 | (15,377) | (783) | (14,297) |
Foreign exchange movement | 148,377 | 6,082 | 2,332 | 344 | 157,135 |
Net other changes | 78,104 | (740) | 18,015 | 1,840 | 97,219 |
Write-offs | – | – | (169,862) | (2,741) | (172,603) |
Recoveries of amounts previously written off | – | – | 43,963 | 3,000 | 46,963 |
Unwind of discount | – | – | 5,055 | 1,096 | 6,151 |
Currency translation differences | (170,377) | (6,128) | (7,565) | – | (184,070) |
Balance at 31 December 2023 | 18,798,640 | 1,124,296 | 436,321 | 87,473 | 20,446,730 |
Individually assessed | – | – | 124,563 | 23,589 | 148,152 |
Collectively assessed | 18,798,640 | 1,124,296 | 311,758 | 63,884 | 20,298,578 |
Balance at 31 December 2023 | 18,798,640 | 1,124,296 | 436,321 | 87,473 | 20,446,730 |
Loans to customer at amortised cost, ECL: | Stage 1 | Stage 2 | Stage 3 | POCI | Total |
Balance at 31 December 2022 | 88,682 | 50,859 | 168,944 | 17,318 | 325,803 |
New financial asset originated or purchased | 186,213 | 1,399 | 509 | – | 188,121 |
Transfer to Stage 1 | 31,988 | (31,979) | (9) | – | – |
Transfer to Stage 2 | (37,323) | 82,116 | (44,793) | – | – |
Transfer to Stage 3 | (56,903) | (30,532) | 87,435 | – | – |
| Impact on ECL of exposures transferred between stages | |||||
during the year | (5,784) | (30,945) | 78,747 | – | 42,018 |
Assets repaid | (64,636) | (24,127) | (97,970) | (10,130) | (196,863) |
Impact of modifications | 33 | 34 | (5,576) | (83) | (5,592) |
Foreign exchange movement | 127 | 253 | 526 | 150 | 1,056 |
Net other measurement of ECL | (70,648) | 41,902 | 111,196 | 13,790 | 96,240 |
Income statement (releases)/charges | (16,933) | 8,121 | 130,065 | 3,727 | 124,980 |
Write-offs | – | – | (169,862) | (2,741) | (172,603) |
Recoveries of amounts previously written off | – | – | 43,963 | 3,000 | 46,963 |
Unwind of discount | – | – | 5,055 | 1,096 | 6,151 |
Currency translation differences | (682) | (147) | (2,673) | – | (3,502) |
Balance at 31 December 2023 | 71,067 | 58,833 | 175,492 | 22,400 | 327,792 |
Individually assessed | – | – | 55,237 | 9,207 | 64,444 |
Collectively assessed | 71,067 | 58,833 | 120,255 | 13,193 | 263,348 |
Balance at 31 December 2023 | 71,067 | 58,833 | 175,492 | 22,400 | 327,792 |
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
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Additional InformationFinancial StatementsGovernanceStrategic Report
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 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 | – | – |
| Impact on ECL of exposures transferred between stages | |||||
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 |
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
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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 | – | – |
| Impact on ECL of exposures transferred between stages | |||||
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 |
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
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Additional InformationFinancial StatementsGovernanceStrategic Report
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 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 | – | – |
| Impact on ECL of exposures transferred between stages | |||||
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 |
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
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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 | – | – | 2,463 | – | 2,463 |
Collectively assessed | 4,325,759 | 234,229 | 109,006 | 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 | – | – |
| Impact on ECL of exposures transferred between stages | |||||
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 |
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
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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 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 | – | – |
| Impact on ECL of exposures transferred between stages | |||||
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 |
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
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9. Loans to customers, factoring and finance lease receivables continued
| ECL without | ||
| taking into | ||
| account the | ||
| ECL for credit- | discounted value | |
| 2025 | impaired loans | of collateral |
Commercial loans | 106,866 | 228,254 |
Residential mortgage loans | 18,656 | 100,662 |
Micro and SME loans | 78,540 | 264,505 |
Consumer loans | 108,005 | 136,989 |
Gold – pawn loans | 1,181 | 3,658 |
Total | 313,248 | 734,068 |
| ECL without | ||
| taking into | ||
| account the | ||
| ECL for credit- | discounted value | |
| 2024 | impaired loans | of collateral |
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 |
| ECL without | ||
| taking into | ||
| account the | ||
| ECL for credit- | discounted value | |
| 2023 | impaired loans | of collateral |
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 |
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
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Additional InformationFinancial StatementsGovernanceStrategic Report
9. Loans to customers, factoring and finance lease receivables continued
2025 | 2024 | 2023 | |
Individuals | 20,695,873 | 17,190,045 | 11,445,733 |
Real estate | 3,308,936 | 2,837,810 | 1,608,487 |
Trade | 3,231,415 | 2,815,943 | 1,425,916 |
Agriculture | 2,338,460 | 1,928,428 | 710,440 |
Construction | 2,114,102 | 1,618,537 | 377,857 |
Electricity, gas and water supply | 1,530,711 | 1,145,468 | 665,454 |
Manufacturing | 1,195,557 | 1,441,527 | 1,475,982 |
Hospitality | 1,055,365 | 991,169 | 975,621 |
Financial intermediation | 812,231 | 587,106 | 401,116 |
Service | 684,933 | 727,835 | 306,465 |
Mining and quarrying | 664,843 | 552,872 | 160,261 |
Transport and communication | 632,136 | 543,485 | 273,071 |
Other | 1,710,590 | 1,120,788 | 620,327 |
Loans to customers, gross | 39,975,152 | 33,501,013 | 20,446,730 |
Less – Allowance for expected credit loss | (525,589) | (430,312) | (327,792) |
Loans to customers, net | 39,449,563 | 33,070,701 | 20,118,938 |
2025 | 2024 | 2023 | |
Minimum lease payments receivable | 592,350 | 561,788 | 86,839 |
Less – Unearned finance lease income | (147,557) | (133,566) | (16,748) |
444,793 | 428,222 | 70,091 | |
Less – Allowance for expected credit loss/impairment loss | (6,026) | (10,485) | (11,208) |
Finance lease receivables, net | 438,767 | 417,737 | 58,883 |
2025 | 2024 | 2023 | |
Within 1 year | 222,344 | 195,319 | 46,531 |
From 1 to 2 years | 124,629 | 122,348 | 9,203 |
From 2 to 3 years | 92,860 | 88,789 | 7,288 |
From 3 to 4 years | 48,857 | 48,084 | 1,894 |
From 4 to 5 years | 33,506 | 29,743 | 2,913 |
More than 5 years | 70,154 | 77,505 | 19,010 |
Minimum lease payment receivables | 592,350 | 561,788 | 86,839 |
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
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Lion Finance Group PLC Annual Report 2025
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 2024 | 400,515 | 956 | 9,300 | 17,451 | 428,222 |
New financial asset originated or purchased | 241,002 | – | – | 6,772 | 247,7 74 |
Transfer to Stage 1 | 272 | (272) | – | – | – |
Transfer to Stage 2 | (4,390) | 5,021 | (631) | – | – |
Transfer to Stage 3 | (446) | (1,864) | 2,310 | – | – |
Assets repaid | (197,766) | (972) | (2,147) | (7,823) | (208,708) |
Impact of modifications | (23) | – | – | – | (23) |
Foreign exchange movement | (2,527) | (204) | (132) | (636) | (3,499) |
Net other changes | (17,110) | 41 | 290 | 1,048 | (15,731) |
Write-offs | – | – | (4,420) | (2,832) | (7,252) |
Recoveries of amounts previously written off | – | – | 425 | – | 425 |
Unwind of discount | – | – | (5) | (174) | (179) |
Currency translation differences | 3,631 | 129 | 19 | (15) | 3,764 |
Balance at 31 December 2025 | 423,158 | 2,835 | 5,009 | 13,791 | 444,793 |
Individually assessed | 136,703 | – | 1,600 | 276 | 138,579 |
Collectively assessed | 286,455 | 2,835 | 3,409 | 13,515 | 306,214 |
Balance at 31 December 2025 | 423,158 | 2,835 | 5,009 | 13,791 | 444,793 |
Finance lease receivables, ECL: | Stage 1 | Stage 2 | Stage 3 | POCI | Total |
Balance at 31 December 2024 | 1,064 | 177 | 7,512 | 1,732 | 10,485 |
New financial asset originated or purchased | 1,636 | – | – | – | 1,636 |
Transfer to Stage 1 | 30 | (30) | – | – | – |
Transfer to Stage 2 | (21) | 224 | (203) | – | – |
Transfer to Stage 3 | (168) | (541) | 709 | – | – |
| Impact on ECL of exposures transferred between stages | |||||
during the year | (28) | 159 | 299 | – | 430 |
Assets repaid | (1,359) | (57) | (590) | (1,667) | (3,673) |
Foreign exchange movement | – | – | (64) | – | (64) |
Net other measurement of ECL | 1,792 | 251 | (96) | 2,230 | 4,177 |
Income statement (releases)/charges | 1,882 | 6 | 55 | 563 | 2,506 |
Write-offs | – | – | (4,420) | (2,832) | (7,252) |
Recoveries of amounts previously written off | – | – | 425 | – | 425 |
Unwind of discount | – | – | (5) | (174) | (179) |
Currency translation differences | 9 | 7 | 26 | (1) | 41 |
Balance at 31 December 2025 | 2,955 | 190 | 3,593 | (712) | 6,026 |
Individually assessed | 1,040 | – | 200 | 14 | 1,254 |
Collectively assessed | 1,915 | 190 | 3,393 | (726) | 4,772 |
Balance at 31 December 2025 | 2,955 | 190 | 3,593 | (712) | 6,026 |
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
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Additional InformationFinancial StatementsGovernanceStrategic Report
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 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 | – | – |
| Impact on ECL of exposures transferred between stages | |||||
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 |
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
272
Lion Finance Group PLC Annual Report 2025
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 | – | – |
| Impact on ECL of exposures transferred between stages | |||||
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 |
2025 | 2024 | 2023 | |
Factoring receivables, gross | 177,756 | 70,458 | 55,027 |
Less – Allowance for expected credit loss | (422) | (22) | (127) |
Factoring receivables, net | 177, 334 | 70,436 | 54,900 |
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
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Additional InformationFinancial StatementsGovernanceStrategic Report
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 2024 | 70,344 | 82 | 32 | – | 70,458 |
New financial asset originated or purchased | 256,061 | – | – | – | 256,061 |
Transfer to Stage 2 | (231) | 231 | – | – | – |
Assets repaid | (148,183) | (86) | (34) | – | (148,303) |
Net other changes | (571) | – | – | – | (571) |
Currency translation differences | 105 | 4 | 2 | – | 111 |
Balance at 31 December 2025 | 177, 525 | 231 | – | – | 177,756 |
Collectively assessed | 17 7, 525 | 231 | – | – | 177,756 |
Balance at 31 December 2025 | 177, 525 | 231 | – | – | 177,756 |
Factoring receivables, ECL: | Stage 1 | Stage 2 | Stage 3 | POCI | Total |
Balance at 31 December 2024 | 22 | – | – | – | 22 |
New financial asset originated or purchased | 759 | – | – | – | 759 |
Assets repaid | (481) | – | – | – | (481) |
Foreign exchange movement | (1) | 1 | – | – | – |
Net other measurement of ECL | 64 | 60 | – | – | 124 |
Income statement (releases)/charges | 341 | 61 | – | – | 402 |
Currency translation differences | (2) | – | – | – | (2) |
Balance at 31 December 2025 | 361 | 61 | – | – | 422 |
Collectively assessed | 361 | 61 | – | – | 422 |
Balance at 31 December 2025 | 361 | 61 | – | – | 422 |
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 |
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
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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 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 | – | – |
| Impact on ECL of exposures transferred between stages | |||||
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 |
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 for 2022. 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.
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
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Additional InformationFinancial StatementsGovernanceStrategic Report
2025 | 2024 | 2023 | |
Right-of-use assets | 332,630 | 257,896 | 138,695 |
Lease liability | 348,114 | 274,435 | 141,934 |
2025 | 2024 | 2023 | |
Short-term leases | (10,513) | (7,479) | (4,872) |
Leases of low-value assets | (1,586) | (2,436) | (2,264) |
(12,099) | (9,915) | (7,136) |
| Movements in | |
| lease liabilities | |
Carrying amount at 1 January 2023 | 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 |
Cash payments for the principal portion of the lease liability | (67,579) |
Change in accrued interest | 12,468 |
Additions | 133,078 |
Other movements* | (4,288) |
Carrying amount at 31 December 2025 | 348,114 |
| Office buildings | |||
| and service | Computers and | ||
| centres | equipment | Total | |
| Cost | |||
31 December 2024 | 370,420 | 6,369 | 376,789 |
Additions | 134,946 | 1,893 | 136,839 |
Disposals | (25,962) | – | (25,962) |
Currency translation differences | 1,631 | 149 | 1,780 |
31 December 2025 | 481,035 | 8,411 | 489,446 |
| Accumulated depreciation | |||
31 December 2024 | 116,672 | 2,221 | 118,893 |
Depreciation charge | 52,653 | 1,605 | 54,258 |
Disposals | (17,283) | – | (17,283) |
Currency translation differences | 815 | 133 | 948 |
31 December 2025 | 152,857 | 3,959 | 156,816 |
| Net book value | |||
31 December 2024 | 253,748 | 4,148 | 257,896 |
31 December 2025 | 328,178 | 4,452 | 332,630 |
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
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Lion Finance Group PLC Annual Report 2025
11. Right-of-use assets and lease liabilities continued
| Office buildings | |||
| and service | Computers and | ||
| centres | equipment | Total | |
| Cost | |||
31 December 2023 | 223,543 | 1,774 | 225,317 |
Additions | 73,950 | 690 | 74,640 |
Disposals | (16,454) | – | (16,454) |
Transfers | – | – | – |
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 |
| Accumulated depreciation | |||
31 December 2023 | 85,523 | 1,099 | 86,622 |
Depreciation charge | 44,499 | 1,056 | 45,555 |
Disposals | (13,648) | – | (13,648) |
Transfers | – | – | – |
Currency translation differences | 298 | 66 | 364 |
31 December 2024 | 116,672 | 2,221 | 118,893 |
| Net book value | |||
31 December 2023 | 138,020 | 675 | 138,695 |
31 December 2024 | 253,748 | 4,148 | 257,896 |
| Office buildings | |||
| and service | Computers and | ||
| centres | equipment | Total | |
| Cost | |||
31 December 2022 | 181,227 | 2,333 | 183,560 |
Additions | 64,385 | – | 64,385 |
Disposals | (16,785) | – | (16,785) |
Transfers | – | – | – |
Currency translation differences | (5,284) | (559) | (5,843) |
31 December 2023 | 223,543 | 1,774 | 225,317 |
| Accumulated depreciation | |||
31 December 2022 | 65,073 | 1,100 | 66,173 |
Depreciation charge | 32,601 | 315 | 32,916 |
Disposals | (11,100) | – | (11,100) |
Transfers | – | – | – |
Currency translation differences | (1,051) | (316) | (1,367) |
31 December 2023 | 85,523 | 1,099 | 86,622 |
| Net book value | |||
31 December 2022 | 116,154 | 1,233 | 117,387 |
31 December 2023 | 138,020 | 675 | 138,695 |
12. Foreclosed assets
2025 | 2024 | 2023 | |
At 1 January | 378,642 | 271,712 | 119,924 |
Additions | 149,942 | 177,908 | 239,872 |
Disposals | (146,122) | (67,730) | (77,324) |
Write-down | (8,437) | (3,019) | (2,114) |
Reversal of write-down | 1,131 | 16 | – |
Transfers from/(to) property and equipment | 34 | (673) | (3,516) |
Transfers to investment property | (711) | (5,359) | (3,428) |
Business combination | – | 5,453 | – |
Currency translation differences | 180 | 334 | (1,702) |
At 31 December | 374,659 | 378,642 | 271,712 |
Majority of the Group’s foreclosed assets consist of the real estate assets repossessed during recovery of defaulted loans.
As at 31 December 2025, the carrying value of foreclosed assets subjected to the repurchase option was GEL 49,573 (2024: GEL
187,756; 2023: GEL 157,507).
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
277
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Additional InformationFinancial StatementsGovernanceStrategic Report
13. Property and equipment
The movements in property and equipment were as follows:
| Office | |||||||
| buildings | Computers | ||||||
| and service | Furniture and | and | Motor | Leasehold | Assets under | ||
| centres | fixtures | equipment | vehicles | improvements | construction | Total | |
| Cost | |||||||
| 31 December 2024 | 261,578 | 254,172 | 372,609 | 18,719 | 76,036 | 15,204 | 998,318 |
Additions | 12,668 | 21,614 | 93,311 | 12,259 | 7,072 | 32,814 | 179,738 |
Transfers | 6,670 | – | 2,628 | (150) | 14,953 | (24,101) | – |
Transfers from investment properties | 546 | – | – | – | – | – | 546 |
Transfers to foreclosed assets | – | (13) | – | (1,108) | – | – | (1,121) |
Transfers to other assets | – | (3,847) | (22,408) | – | (62) | (3,345) | (29,662) |
Disposals | (10,023) | (789) | (9,766) | (578) | (60) | (261) | (21,477) |
Write-offs | (2,952) | (1,002) | (1,862) | (271) | (1,239) | – | (7,326) |
Business combination | – | 11 | 26 | – | – | – | 37 |
Currency translation differences | 174 | 156 | 910 | 56 | 211 | 58 | 1,565 |
31 December 2025 | 268,661 | 270,302 | 435,448 | 28,927 | 96,911 | 20,369 | 1,120,618 |
| Accumulated impairment | |||||||
| 31 December 2024 | 2,267 | 12 | 16 | – | – | – | 2,295 |
Impairment charge | 77 | 6 | (16) | – | – | – | 67 |
31 December 2025 | 2,344 | 18 | – | – | – | – | 2,362 |
| Accumulated depreciation | |||||||
| 31 December 2024 | 37, 324 | 143,182 | 233,319 | 7,607 | 24,494 | – | 445,926 |
Depreciation charge | 5,394 | 16,990 | 47,256 | 4,722 | 12,482 | – | 86,844 |
Transfers from investment properties | (426) | – | – | – | – | – | (426) |
Transfers to foreclosed assets | – | (5) | – | (1,082) | – | – | (1,087) |
Transfers to other assets | – | (1,898) | (17,912) | – | – | – | (19,810) |
Disposals | (2,220) | (692) | (3,673) | (432) | (47) | – | (7,06 4) |
Write-offs | (67) | (1,002) | (1,713) | (65) | (1,098) | – | (3,945) |
Business combination | – | – | – | – | – | – | – |
Currency translation differences | 190 | 84 | 557 | 29 | 119 | – | 979 |
31 December 2025 | 40,195 | 156,659 | 257,834 | 10,779 | 35,950 | – | 501,417 |
| Net book value | |||||||
| 31 December 2024 | 221,987 | 110,978 | 139,274 | 11,112 | 51,542 | 15,204 | 550,097 |
31 December 2025 | 226,122 | 113,625 | 177,614 | 18,148 | 60,961 | 20,369 | 616,839 |
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
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Lion Finance Group PLC Annual Report 2025
13. Property and equipment continued
| Office | |||||||
| buildings | Computers | ||||||
| and service | Furniture and | and | Motor | Leasehold | Assets under | ||
| centres | fixtures | equipment | vehicles | improvements | construction | Total | |
| Cost | |||||||
| 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 |
| Accumulated impairment | |||||||
| 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 |
| Accumulated depreciation | |||||||
| 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 |
| Net book value | |||||||
| 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 |
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
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Additional InformationFinancial StatementsGovernanceStrategic Report
13. Property and equipment continued
| Office | |||||||
| buildings | Computers | ||||||
| and service | Furniture and | and | Motor | Leasehold | Assets under | ||
| centres | fixtures | equipment | vehicles | improvements | construction | Total | |
| Cost | |||||||
| 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 |
| Accumulated impairment | |||||||
| 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 |
| Accumulated depreciation | |||||||
| 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 |
| Net book value | |||||||
| 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 |
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
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| Brand name | ||||
| and customer | ||||
| relations | ||||
| recognised | ||||
| Software | at business | |||
| and licence | combination | Other | Total | |
| Cost | ||||
31 December 2024 | 435,924 | 54,445 | 27,261 | 517,630 |
Additions | 108,739 | – | – | 108,739 |
Disposals | (9,072) | – | – | (9,072) |
Write-offs | (1,412) | – | – | (1,412) |
Business combination | 20,663 | – | – | 20,663 |
Currency translation differences | 1,897 | (109) | 36 | 1,824 |
31 December 2025 | 556,739 | 54,336 | 27,297 | 638,372 |
| Accumulated impairment | ||||
31 December 2024 | 4,559 | – | – | 4,559 |
Impairment charge | – | – | – | – |
31 December 2025 | 4,559 | – | – | 4,559 |
| Accumulated amortisation | ||||
31 December 2024 | 180,510 | 3,920 | 6,391 | 190,821 |
Amortisation charge | 71,150 | 9,114 | 286 | 80,550 |
Disposals | (13,284) | – | – | (13,284) |
Write-offs | (1,412) | – | – | (1,412) |
Currency translation differences | 736 | (25) | 25 | 736 |
31 December 2025 | 237,700 | 13,009 | 6,702 | 257, 411 |
| Net book value | ||||
31 December 2024 | 250,855 | 50,525 | 20,870 | 322,250 |
31 December 2025 | 314,480 | 41,327 | 20,595 | 376,402 |
| Brand name | ||||
| and customer | ||||
| relations | ||||
| recognised | ||||
| Software | at business | |||
| and licence | combination | Other | Total | |
| Cost | ||||
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 |
| Accumulated impairment | ||||
31 December 2023 | 4,559 | – | – | 4,559 |
Impairment charge | – | – | – | – |
31 December 2024 | 4,559 | – | – | 4,559 |
| Accumulated amortisation | ||||
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 |
| Net book value | ||||
31 December 2023 | 146,524 | – | 21,338 | 167,862 |
31 December 2024 | 250,855 | 50,525 | 20,870 | 322,250 |
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
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14. Intangible assets continued
| Software | |||
and licence | Other | Total | |
| Cost | |||
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 |
| Accumulated impairment | |||
31 December 2022 | 2,358 | – | 2,358 |
Impairment charge | 2,201 | – | 2,201 |
31 December 2023 | 4,559 | – | 4,559 |
| Accumulated amortisation | |||
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 |
| Net book value | |||
31 December 2022 | 127,956 | 21,485 | 149,441 |
31 December 2023 | 146,524 | 21,338 | 167,862 |
15. Investment properties
2025 | 2024 | 2023 | |
At 1 January | 134,338 | 124,068 | 166,546 |
Additions | – | – | 4,882 |
Disposals | (23,074) | (20,246) | (38,175) |
Net gains from revaluation of investment property | (1,525) | 19,053 | 756 |
Transfers to assets held for sale | (2,549) | (2,069) | (10,756) |
Transfers (to)/from property and equipment | (972) | 7,632 | 415 |
Transfers from foreclosed assets | 711 | 5,359 | 3,428 |
Transfers to other assets – inventories | 3 | (14) | – |
Currency translation differences | 638 | 555 | (3,028) |
At 31 December | 107,573 | 134,338 | 124,068 |
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. The fair values of selected material properties as at 31 December
2025, as well as the fair values of the full portfolio as at 31 December 2024 are based on valuations performed by accredited
independent valuers. Refer to Note 32 for details on fair value measurements of investment properties.
Notes to Consolidated Financial Statements continued
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2025 | 2024 | 2023 | |
| Cost | |||
1 January | 65,647 | 65,647 | 57,745 |
Business combination | – | – | 7,902 |
At 31 December | 65,647 | 65,647 | 65,647 |
| Accumulated impairment | |||
1 January | 24,394 | 24,394 | 24,394 |
At 31 December | 24,394 | 24,394 | 24,394 |
| Net book value: | |||
1 January | 41,253 | 41,253 | 33,351 |
Business combination | – | – | 7,902 |
At 31 December | 41,253 | 41,253 | 41,253 |
2025 | 2025 | 2024 | |
Retail Banking | 23,386 | 23,386 | 23,386 |
Corporate Banking | 9,965 | 9,965 | 9,965 |
Other | 7,902 | 7,902 | 7,902 |
Total | 41,253 | 41,253 | 41,253 |
Corporate Banking | Retail Banking | Other | |||||||
2025 | 2024 | 2023 | 2025 | 2024 | 2023 | 2025 | 2024 | 2023 | |
Discount rate | 5.5% | 6.8% | 5.3% | 6.3% | 6.2% | 6.6% | 30.0% | 30.0% | 30.0% |
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
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2025 | 2024 | 2023 | |
Current income benefit/(expense) | (407,314) | (379,632) | (324,452) |
Deferred income tax benefit/(expense) | (9,931) | 16,836 | 65,481 |
Income tax expense | (417,245) | (362,796) | (258,971) |
2025 | 2024 | 2023 | |
Net losses on investment securities | (1,618) | (345) | – |
Income tax expense in other comprehensive income | (1,618) | (345) | – |
2025 | 2024 | 2023 | |
Profit before income tax expense | 2,580,476 | 2,847,991 | 1,656,298 |
Average tax rate | 20% | 20% | 20% |
Theoretical income tax expense at average tax rate | (516,095) | (569,598) | (331,260) |
Non-taxable income | 100,215 | 208,617 | 76,934 |
Non-deductible expenses | (16,824) | (15,168) | (4,520) |
Correction of prior year declarations | – | 910 | (2,342) |
Tax at the domestic rates applicable to profits in each country | 12,453 | 7,086 | (1,007) |
Effects from changes in tax legislation | – | – | 110 |
Tax deductible expenses | 3,648 | 7,013 | 7,030 |
Other | (642) | (1,656) | (3,916) |
Income tax expense | (417,245) | (362,796) | (258,971) |
2025 | 2024 | 2023 | |
Current income tax assets | – | 47,794 | 2,056 |
Deferred income tax assets | 41 | 320 | 464 |
Income tax assets | 41 | 48,114 | 2,520 |
Current income tax liabilities | 76,468 | 67, 3 42 | 185,440 |
Deferred income tax liabilities | 32,337 | 21,089 | 13,618 |
Income tax liabilities | 108,805 | 88,431 | 199,058 |
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
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17. Taxation continued
| Origination and reversal of temporary | Origination and reversal of temporary | Origination and reversal of temporary | ||||||||||
| differences | differences | differences | ||||||||||
| In the | In other | In the | In other | |||||||||
| In the Income | Business | Income | comprehensive | Currency | Income | comprehensive | Currency | |||||
2022 | 2023 | Statement | Combination | Statement | income | translation | 2024 | Statement | income | translation | 2025 | |
| Tax effect of deductible temporary differences: | ||||||||||||
| Amounts due to credit | ||||||||||||
| institutions | 193 | 163 | (30) | – | (72) | – | – | 91 | (10) | – | – | 81 |
Investment securities | 294 | (195) | (489) | – | 210 | – | – | 15 | (5) | – | – | 10 |
| Investment securities | ||||||||||||
pledged under sale and repurchase agreements | ||||||||||||
| and securities lending | – | – | – | 48 | 743 | (604) | 3 | 190 | (185) | – | – | 5 |
Investment properties | 2,121 | – | (2,121) | – | 328 | – | – | 328 | (328) | – | – | – |
| Insurance premiums | ||||||||||||
| receivables | – | – | – | – | – | – | – | – | – | – | – | – |
| Allowances for impairment | ||||||||||||
and provisions for other losses | – | – | – | – | – | – | – | – | – | – | – | – |
Tax losses carried forward | – | – | – | – | – | – | – | – | – | – | – | – |
Property and equipment | 2,232 | 1,160 | (1,072) | (2,313) | 1,696 | – | (73) | 470 | (205) | – | 1 | 266 |
Intangible assets | – | – | – | – | 114 | – | – | 114 | (37) | – | – | 77 |
Assets held for sale | 465 | 338 | (127) | – | 73 | – | – | 411 | 113 | – | – | 524 |
Lease liability | 23,159 | 28,171 | 5,012 | 15,871 | 7,955 | – | 573 | 52,570 | 12,951 | – | (34) | 65,487 |
| Accruals and deferred | ||||||||||||
| income | 38,132 | 43,525 | 5,393 | – | 3,173 | – | – | 46,698 | 7,308 | – | – | 54,006 |
Other assets and liabilities | 4,280 | 5,719 | 1,439 | 9,170 | 23,724 | – | 517 | 39,130 | (1,706) | – | (68) | 37,356 |
Deferred tax assets | 70,876 | 78,881 | 8,005 | 22,776 | 37,944 | (604) | 1,020 | 140,017 | 17,896 | – | (101) | 157,812 |
| Tax effect of taxable temporary differences: | ||||||||||||
| Amounts due to credit | ||||||||||||
| institutions | 3,947 | 3,296 | (651) | 2,829 | 684 | – | 99 | 6,908 | (44) | – | (5) | 6,859 |
Debt securities issued | 1,951 | 1,537 | (414) | – | 1,062 | – | – | 2,599 | 796 | – | – | 3,395 |
Cash and cash equivalents | – | – | – | – | – | – | – | – | – | – | – | – |
Investment securities | – | – | – | 161 | 88 | (259) | 10 | – | (1,610) | 1,618 | (8) | – |
Loans to customers, factoring and finance | ||||||||||||
| lease receivables | 60,571 | 3,565 | (57,006) | 18,818 | 7,820 | – | 718 | 30,921 | 11,513 | – | (66) | 42,368 |
Client deposits and notes | – | 104 | 104 | – | (77) | – | – | 27 | 6 | – | – | 33 |
Property and equipment | 43,242 | 47,551 | 4,309 | – | 3,509 | – | – | 51,060 | 3,661 | – | – | 54,721 |
Intangible assets | – | – | – | 8,383 | (1,071) | – | 295 | 7, 607 | (1,499) | – | (13) | 6,095 |
Right-of-use assets | 23,822 | 27, 541 | 3,719 | 16,015 | 4,444 | – | 574 | 48,574 | 12,979 | – | (31) | 61,522 |
Investment properties | 8,787 | 7,510 | (1,277) | – | 3,144 | – | – | 10,654 | (3,092) | – | – | 7, 562 |
Intangible assets | – | – | – | – | – | – | – | – | – | – | – | – |
Assets held for sale | – | – | – | – | 162 | – | – | 162 | (162) | – | – | – |
| Accruals and deferred | ||||||||||||
| income | – | – | – | – | – | – | – | – | – | – | – | – |
Other assets and liabilities | 7,19 1 | 931 | (6,260) | – | 1,343 | – | – | 2,274 | 5,279 | – | – | 7,553 |
Deferred tax liabilities | 149,511 | 92,035 | (57, 476) | 46,206 | 21,108 | (259) | 1,696 | 160,786 | 27,827 | 1,618 | (123) | 190,108 |
Net deferred tax liabilities | (78,635) | (13,154) | 65,481 | (23,430) | 16,836 | (345) | (676) | (20,769) | (9,931) | (1,618) | 22 | (32,296) |
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
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17. Taxation continued
2025 | 2024 | 2023 | |
Receivables from remittance operations | 173,908 | 152,188 | 138,833 |
Other receivables | 165,737 | 76,854 | 39,005 |
Inventories | 22,946 | 26,876 | 20,969 |
Derivatives margin | 19,788 | 11,199 | 12,129 |
Investments in associates | 11,483 | 11,245 | 10,699 |
Operating tax assets | 8,914 | 5,094 | 7,725 |
Derivative financial assets | 8,438 | 25,000 | 10,942 |
Assets purchased for finance lease purposes | 1,757 | 1,441 | 2,019 |
Precious metals | – | 222 | – |
Other | 15,277 | 19,698 | 18,220 |
Other assets, gross | 428,248 | 329,817 | 260,541 |
Less – allowance for impairment of other assets | (20,290) | (15,197) | (15,469) |
Other assets, net | 407,958 | 314,620 | 245,072 |
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
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18. Other assets, prepayments and other liabilities continued
2025 | 2024 | 2023 | |
Dividends payable to shareholders | 119,097 | 5,165 | 3,555 |
Redemption liability for put option (Note 36) | 100,765 | 91,927 | – |
Payables for remittance operations | 98,133 | 84,446 | 59,079 |
Transfers in transit | 82,797 | 31,991 | – |
Creditors | 69,839 | 52,378 | 34,038 |
Other taxes payable | 18,808 | 32,501 | 4,244 |
Amounts payable for share acquisitions (Note 36) | 15,240 | – | – |
Derivative financial liabilities | 10,692 | 9,083 | 25,779 |
Provisions | 9,706 | 5,996 | 6,304 |
Accounts payable | 5,805 | 5,725 | 12,731 |
Advances received | 3,548 | 4,578 | 2,034 |
Derivatives margin | 36 | 422 | – |
Other | 26,210 | 29,590 | 19,504 |
Other liabilities | 560,676 | 353,802 | 167,268 |
| 2025 | |||
| Notional | Fair value | ||
| amount | Asset | Liability | |
| Foreign exchange contracts | |||
Forwards and swaps – domestic | 1,353,888 | 2,431 | 2,486 |
Forwards and swaps – foreign | 3,215,985 | 6,007 | 7,765 |
| Interest rate contracts | |||
Forwards and swaps – foreign (IR) | 13,500 | – | 441 |
Total derivative assets/liabilities | 4,583,373 | 8,438 | 10,692 |
2024 | 2023 | |||||
| Notional | Fair value | Notional | Fair value | |||
| amount | Asset | Liability | amount | Asset | Liability | |
| Foreign exchange contracts | ||||||
Forwards and swaps – domestic | 942,183 | 1,170 | 6,649 | 1,099,787 | 2,703 | 3,712 |
Forwards and swaps – foreign | 4,120,612 | 23,830 | 2,434 | 3,776,221 | 8,239 | 22,067 |
Total derivative assets/liabilities | 5,062,795 | 25,000 | 9,083 | 4,876,008 | 10,942 | 25,779 |
2025 | 2024 | 2023 | |
Prepayments to finance lease suppliers | 144,399 | 36,012 | 3,043 |
Prepayments for non-current assets | 16,630 | 23,289 | 18,373 |
Other prepayments | 39,738 | 29,649 | 16,095 |
Prepayments | 200,767 | 88,950 | 37,511 |
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
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19. Client deposits and notes
The amounts due to customers include the following:
2025 | 2024 | 2023 | |
Current accounts | 21,936,533 | 18,778,650 | 12,198,454 |
Time deposits | 16,693,441 | 14,423,360 | 8,324,285 |
Client deposits and notes | 38,629,974 | 33,202,010 | 20,522,739 |
Held as security against letters of credit and guarantees (Note23) | 286,687 | 290,692 | 334,092 |
At 31 December 2025, amounts due to customers of GEL 4,159,325 (11%) were due to the ten largest customers (2024: GEL 3,619,228
(11%), 2023: GEL 1,955,839 (10%)).
Amounts due to customers include accounts with the following types of customers:
2025 | 2024 | 2023 | |
Individuals | 22,173,536 | 18,857,874 | 12,907,914 |
Private enterprises | 15,556,236 | 12,881,843 | 7,120,507 |
State and state-owned entities | 900,202 | 1,462,293 | 494,318 |
Client deposits and notes | 38,629,974 | 33,202,010 | 20,522,739 |
The breakdown of customer accounts by industry sector is as follows:
2025 | 2024 | 2023 | |
Individuals | 22,173,536 | 18,857,874 | 12,907,914 |
Financial intermediation | 3,052,585 | 2,496,389 | 1,451,014 |
Trade | 2,894,910 | 2,098,291 | 1,367,858 |
Construction | 2,177,952 | 2,241,261 | 1,140,925 |
Transport and communication | 1,461,423 | 1,139,254 | 639,882 |
Service | 950,356 | 982,174 | 822,284 |
Manufacturing | 841,430 | 652,652 | 492,647 |
Government services | 675,956 | 1,271,027 | 445,880 |
Real estate | 584,124 | 437,257 | 344,279 |
Mining and quarrying | 580,307 | 243,755 | 53,808 |
Electricity, gas and water supply | 511,874 | 576,555 | 76,384 |
Agriculture | 399,043 | 232,894 | 37,337 |
Hospitality | 225,985 | 122,682 | 108,103 |
Other | 2,100,493 | 1,849,945 | 634,424 |
Client deposits and notes | 38,629,974 | 33,202,010 | 20,522,739 |
2025 | 2024 | 2023 | |
Borrowings from international credit institutions | 4,566,961 | 3,446,611 | 1,794,696 |
Short-term loans from central banks | 2,804,383 | 2,700,162 | 2,101,653 |
Time deposits and inter-bank loans | 812,537 | 715,178 | 130,382 |
Correspondent accounts | 455,791 | 621,182 | 431,232 |
Payables under REPO Operations | 165,172 | 319,212 | – |
Other borrowings | 12,392 | – | – |
8,817,236 | 7,802 ,345 | 4,457,963 | |
Non-convertible subordinated debt | 546,126 | 736,455 | 562,520 |
Additional Tier 1 | 135,744 | 141,433 | 135,526 |
Amounts due to credit institutions | 9,499,106 | 8,680,233 | 5,156,009 |
Notes to Consolidated Financial Statements continued
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2025 | 2024 | 2023 | |
Local bonds | 1,207,673 | 1,048,876 | – |
Additional Tier 1 capital notes issued | 817,800 | 850,397 | 267,112 |
Eurobonds and notes issued | 449,496 | – | – |
Certificates of deposit | 300,219 | 91,814 | 64,279 |
Tier 2 notes issued | 224,683 | 140,620 | 83,158 |
Bonds issued to international financial institutions to finance green projects | – | 123,309 | – |
Other instruments | – | – | 6,810 |
Debt securities issued | 2,999,871 | 2,255,016 | 421,359 |
| Bonds issued | |||||
| to international | |||||
| financial | |||||
| Eurobonds | Additional | Tier 2 | institutions to | ||
| and notes | Tier 1 capital | notes | Local | finance green | |
| issued | notes issued | issued | bonds | projects | |
Carrying amount at 31 December 2022 | 226,725 | 267,702 | – | – | – |
Repurchase of debt securities issued | (20,980) | – | – | – | – |
Repayment of the principal portion of the debt securities 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 | – | – |
Repayment of the principal portion of the debt securities 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 |
Repayment of the principal portion of the debt securities issued | – | – | – | (318,341) | (130,954) |
Eurobonds and notes issued | 450,000 | – | – | – | – |
Proceeds from Tier 2 notes issued | – | – | 87,857 | – | – |
Proceeds from local bonds issued | – | – | – | 498,141 | – |
Foreign exchange movements | – | (34,108) | (5,444) | (20,197) | 8,109 |
Other movements | (504) | 1,511 | 1,650 | (806) | (464) |
Carrying amount at 31 December 2025 | 449,496 | 817,800 | 224,683 | 1,207,673 | – |
Notes to Consolidated Financial Statements continued
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2025 | 2024 | 2023 | |
Accruals for employee compensation | 219,730 | 271,184 | 65,870 |
Deferred income | 77,123 | 65,021 | 60,167 |
Other accruals | 4,214 | 2,529 | 3,318 |
Total accruals and deferred income | 301,067 | 338,734 | 129,355 |
2025 | 2024 | 2023 | |
| Credit-related commitments | |||
Financial and performance guarantees issued* | 2,945,640 | 2,605,426 | 1,918,997 |
Undrawn loan facilities | 1,894,567 | 1,393,229 | 1,014,951 |
Letters of credit | 65,505 | 83,771 | 77,545 |
4,905,712 | 4,082,426 | 3,011,493 | |
Less – cash held as security against letters of credit and guarantees (Note 19) | (286,687) | (290,692) | (334,092) |
Less – provisions | (9,706) | (5,996) | (6,304) |
Capital expenditure commitments | 4,717 | 15,232 | 7,559 |
Total commitments | 4,614,036 | 3,800,970 | 2,678,656 |
24. Equity
| Number of | Share | |
| ordinary shares | Capital | |
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 |
Buyback and cancellation of own shares | (1,023,814) | (33) |
31 December 2025 | 43,474,333 | 1,431 |
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
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24. Equity continued
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
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24. Equity continued
| Unrealised | Unrealised gains (losses) | Currency translation reserves | |||
| gains (losses) | from dilution or sale/ | ||||
| on investment | acquisition of shares in | ||||
| securities | existing subsidiaries | Ameriabank | Other | Other | |
31 December 2022 | 20,531 | 63,910 | – | (70,276) | 399 |
| Net change in FV on investments in debt securities | |||||
measured at FVOCI | 25,000 | – | – | – | – |
| Net gain (loss) on investments in equity instruments | |||||
designated at FVOCI | 1,776 | – | – | – | – |
| Change in allowance for ECL investments in debt | |||||
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 | (1.00) | – | – | – | – |
31 December 2023 | 35,662 | 63,944 | – | (78,620) | 399 |
| Net change in FV on investments in debt securities | |||||
measured at FVOCI | 23,769 | – | – | – | – |
| Net gain (loss) on investments in equity instruments | |||||
designated at FVOCI | 1,630 | – | – | – | – |
| Change in allowance for ECL investments in debt | |||||
instruments measured at FVOCI reclassified to the Consolidated Income Statement | 1,785 | – | – | – | – |
Realised loss on financial assets measured at FVOCI | (4,541) | – | – | – | – |
Gain 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 |
| Net change in FV on investments in debt securities | |||||
measured at FVOCI | (30,252) | – | – | – | – |
| Net gain (loss) on investments in equity instruments | |||||
designated at FVOCI | 7,822 | – | – | – | – |
| Change in allowance for ECL investments in debt | |||||
instruments measured at FVOCI reclassified to the Consolidated Income Statement | (727) | – | – | – | – |
Realised loss on financial assets measured at FVOCI | (3,133) | – | – | – | – |
Gain from currency translation differences | (1,041) | – | (4,108) | 371 | – |
Increase in share capital of subsidiaries | – | 94 | – | – | – |
| Acquisition of non-controlling interests in existing | |||||
subsidiaries | – | (1,811) | – | – | – |
Net amount reclassified to retained earnings on sale of equity instruments at FVOCI | (3,419) | – | – | – | – |
Other movement | (1,618) | – | – | – | (916) |
31 December 2025 | 27,269 | 61,961 | 50,621 | (68,425) | 622 |
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
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24. Equity continued
2025 | 2024 | 2023 | |
| Basic earnings per share | |||
Profit for the year attributable to ordinary shareholders of the Group | 2,161,329 | 2,476,943 | 1,391,277 |
Weighted average number of ordinary shares outstanding during the year | 42,993,565 | 43, 527,114 | 44,454,395 |
Basic earnings per share | 50.2710 | 56.9057 | 31.2967 |
2025 | 2024 | 2023 | |
| Diluted earnings per share | |||
| Effect of dilution on weighted average number of ordinary shares: | |||
Dilutive unvested share options | 655,452 | 901,624 | 1,273,359 |
Weighted average number of ordinary shares adjusted for the effect of dilution | 43,649,017 | 44,428,738 | 45,727,754 |
Diluted earnings per share | 49.5161 | 55.7509 | 30.4252 |
Acquisition of NCI
In March 2025, the Group acquired an additional 0.44% interest in JSC Bank of Georgia, increasing its ownership from 99.56% to 100%.
The following table summarises the effect of changes in the Group’s ownership interest in JSC Bank of Georgia:
Carrying amount of NCI acquired | 26,637 |
Considerations paid to NCI in cash | 28,448 |
A decrease in equity attributable to the shareholders of the Group | (1,811) |
2025 | 2024 | 2023 | |
Interest income calculated using EIR method | 5,287,275 | 4,093,368 | 2,734,208 |
From loans to customers | 4,465,163 | 3,427,246 | 2,314,552 |
From investment securities | 686,443 | 552,448 | 356,945 |
From amounts due from credit institutions | 129,685 | 109,124 | 76,633 |
From factoring receivables | 12,912 | 11,065 | 458 |
Net (losses)/gains on modification of financial assets | (6,928) | (6,515) | (14,380) |
Other interest income | 83,840 | 46,532 | 14,053 |
From finance lease receivable | 64,544 | 38,430 | 13,962 |
From investments securities measured at FVTPL | 19,296 | 8,102 | – |
From other assets | – | – | 91 |
Interest income | 5,371,115 | 4,139,900 | 2,748,261 |
Interest expense calculated using EIR method | (2,344,963) | (1,739,767) | (1,132,227) |
On client deposits and notes | (1,506,059) | (1,122,508) | (796,724) |
On amounts owed to credit institutions | (643,592) | (472,570) | (290,198) |
On debt securities issued | (186,831) | (136,096) | (45,305) |
Other | (8,481) | (8,593) | – |
Other interest expense | (6,804) | (1,629) | 19,659 |
Interest element of cross-currency swaps | 11,806 | 11,838 | 25,276 |
On lease liability | (18,610) | (13,467) | (5,617) |
Interest expense | (2,351,767) | (1,741,396) | (1,112,568) |
Deposit insurance fees | (47,607) | (37,657 ) | (20,247) |
Net interest income | 2,971,741 | 2,360,847 | 1,615,446 |
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
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26. Net fee and commission income
2025 | 2024 | 2023 | |
Card operations | 530,695 | 439,429 | 300,145 |
Account services | 221,310 | 176,689 | 145,523 |
Settlements operations | 143,216 | 116,626 | 93,869 |
Guarantees and letters of credit | 72,658 | 65,276 | 45,323 |
Currency conversion operations | 66,179 | 52,295 | 49,370 |
Brokerage service fees | 31,458 | 20,060 | 8,759 |
Cash operations | 22,387 | 29,284 | 24,790 |
Advisory | 21,608 | 29,755 | 33,089 |
Other | 16,965 | 8,363 | 6,897 |
Fee and commission income | 1,126,476 | 937,777 | 707,765 |
Card operations | (269,797) | (217,065) | (176,687) |
Settlements operations | (122,226) | (100,741) | (52,564) |
Cash operations | (22,779) | (24,964) | (20,315) |
Currency conversion operations | (19,795) | (11,928) | (10,146) |
Brokerage service fees | (14,402) | (7,017) | (5,587) |
Guarantees and letters of credit | (513) | (294) | (239) |
Advisory | (372) | (186) | (301) |
Other | (19,105) | (13,920) | (7,444) |
Fee and commission expense | (468,989) | (376,115) | (273,283) |
Net fee and commission income | 657,487 | 561,662 | 434,482 |
Composition of fee and commission income and expense has been disaggregated in 2025 and comparatives restated accordingly.
Contract assets and liabilities
As at 31 December 2025, the Group has recognised GEL 77,123 revenue-related contract liabilities (2024: GEL 65,021, 2023: GEL 60,165).
Accounts receivable is 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 2025, the Group recognised GEL 61,091 revenue (2024: GEL 54,996, 2023: GEL 48,303) that relates to carried-forward contract
liabilities and was previously included in the deferred income.
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:
In 1 year | In 2 years | In 3 years | In 3 to 5 years | In 5 to 10 years | Total | |
As at 31 December 2025 | 75,016 | 1,165 | 888 | 41 | 13 | 77,123 |
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 |
27. Salaries and other employee benefits, and general and administrative expenses
2025 | 2024 | 2023 | |
Salaries and bonuses | (956,246) | (742,452) | (405,764) |
Social security costs | (11,344) | (8,343) | (7,899) |
Pension costs | (10,793) | (7,195) | (5,791) |
Salaries and other employee benefits | (978,383) | (757,990) | (419,454) |
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
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27. Salaries and other employee benefits, and general and administrative expenses continued
2025 | 2024 | 2023 | |
JSC Bank of Georgia | 8,285 | 7,7 33 | 6,981 |
CJSC Ameriabank | 2,178 | 1,941 | – |
BNB | 916 | 814 | 802 |
Other | 1,268 | 1,220 | 1,072 |
Average total number of staff employed | 12,647 | 11,708 | 8,855 |
2025 | 2024 | 2023 | |
Repairs and maintenance | (104,132) | (83,620) | (56,343) |
Marketing and advertising | (66,800) | (63,421) | (44,645) |
Legal and other professional services | (33,131) | (34,445) | (31,551) |
Operating taxes | (23,074) | (18,909) | (13,397) |
Corporate hospitality and entertainment | (16,755) | (7,070) | (7,361) |
Communication | (14,531) | (11,610) | (7,808) |
Office supplies | (13,206) | (10,021) | (10,097) |
Occupancy and rent | (12,099) | (9,915) | (7,136) |
Travel expenses | (11,098) | (8,256) | (7,093) |
Personnel training and recruitment | (10,827) | (12,265) | (6,956) |
Security | (5,709) | (6,517) | (4,369) |
Insurance | (4,924) | (4,068) | (3,553) |
Other | (8,873) | (9,080) | (5,059) |
General and administrative expenses | (325,159) | (279,197) | (205,368) |
2025 | 2024 | 2023 | |
Fees payable for the audit of the Company’s current year Annual Report | 1,824 | 1,341 | 971 |
| Fees payable for other services: | |||
Audit of the Company’s subsidiaries | 1,564 | 1,192 | 1,048 |
Total audit fees | 3,388 | 2,533 | 2,019 |
| Audit-related assurance services: | |||
Review of the Company’s and subsidiaries’ interim accounts | 610 | 564 | 539 |
Other assurance services | 49 | 42 | 32 |
Total audit-related fees | 659 | 606 | 571 |
| Non-audit services: | |||
Other assurance services | – | – | 4,620 |
Services related to corporate finance transactions not covered above | 591 | 655 | – |
Total other services fees | 591 | 655 | 4,620 |
Total fees | 4,638 | 3,794 | 7,210 |
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
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Total | |||||||||
Total | |||||||||
Total | |||||||||
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
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28. Cost of risk continued
Impairment charge on other assets and provisions comprise:
2025 | 2024 | 2023 | |
Litigation provision (charge)/reversal | (385) | (713) | (2,946) |
Impairment (charge) on assets held for sale | (142) | (1,309) | (4,550) |
Other impairment (charge) | (10,939) | (12,557) | (12,057) |
(11,466) | (14,579) | (19,553) |
29. Net other gains/(losses)
2025 | 2024 | 2023 | |
Net real estate gains | 41,108 | 22,409 | 91,868 |
Net (losses)/gains from revaluation of investment property | (1,525) | 19,053 | 756 |
Net gains/(losses) on financial assets at fair value through profit or loss | 9,116 | 8,928 | (660) |
Net gains on derecognition of financial assets measured at FVOCI | 4,563 | 4,541 | 12,520 |
Net other gains | 20,044 | 13,377 | 9,687 |
Net other gains/(losses) | 73,306 | 68,308 | 114,171 |
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.
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 2025, the Trustee has repurchased 115,918 shares
(2024: 53,114 shares and, 2023: 585,864 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 2025, the Trustee has
repurchased 30,099 shares (2024: 135,674 shares and, 2023: 172,951 shares).
Share-based payment transactions fixed in monetary terms
In 2022, the Group introduced the new remuneration policy for the Executive management board and Key Material Risk Taker (MRT)
employees for JSC Bank of Georgia. In 2025, similar scheme was introduced to CJSC Ameriabank 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 a 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 Executive management board and MRTs the 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 2025, Lion Finance Group PLC’s Remuneration Committee resolved to award 196,727 ordinary shares of Lion Finance Group PLC
to the members of JSC Bank of Georgia’s executive management Board and 62,279 ordinary shares of Lion Finance Group PLC to
JSC Bank of Georgia’s 18 other management members. Shares awarded to the Executive management board are subject to five-
year vesting and two-year holding periods, while those awarded to the 18 other management members are subject to three-year
vesting periods with continuous employment being the only vesting condition for both awards. The Group considers 5 February 2025,
17 January 2025, 31 January 2025, 16 June 2025 and 31 December 2025 as the grant date. The Group estimates that the fair value of
the shares awarded on 5 February 2025, 17 January 2025, 31 January 2025, 16 June 2025 and 31 December 2025 was Georgian Lari
162.79, 157.95, 170.11, 160.80 and 338.95 per share.
In February 2024, Lion Finance Group PLC’s Remuneration Committee resolved to award 193,767 ordinary shares of Lion Finance
Group PLC to the members of JSC Bank of Georgia’s executive management board and 46,186 ordinary shares of Lion Finance Group
PLC to the Group’s 16 other management members. Shares awarded to the Executive management board are subject to five-year
vesting and two-year holding periods, while those awarded to the 16 other management members 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.
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
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30. Share-based payments continued
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 JSC Bank of Georgia’s executive management board and 74,520 ordinary shares of Lion Finance Group PLC to the
Group’s 18 other management members. Shares awarded to the Management Board are subject to five-year vesting and two-year
holding periods, while those awarded to the 18 other management members 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 2025, JSC Bank of Georgia’s executive management board members signed fixed contingent share-based compensation agreements,
with fixed contract value of GEL 39,214. The Group considers 1 January 2025, 16 June 2025 and 1 May 2025 as the grant dates for the
awards. The Group estimated the value of the shares was Georgian Lari 165.76, 160.80 and 161.96 per share respectively, based on the
five working day average share price before the 25 December 2024 and using the grant date exchange rates, respectively. The awards
are subject to one-year vesting and four-year holding periods.
In 2025, JSC Bank of Georgia’s other management members signed fixed contingent share-based compensation agreements, with
fixed contract value of GEL 6,145. The Group considers 1 January 2025, 1 March 2025, 1 May 2025, 1 September 2025, 1 November 2025
and 1 December 2025 as the grant dates for the awards. The Group estimated the value of the shares were Georgian Lari 165.76, 164.39,
161.96, 158.74, 159.81 and 159.23 per share respectively, based on the five working day average share price before the 25 December 2024
and using grant date exchange rates, respectively. The awards are subject to one-year vesting and three-year holding periods.
In 2025, Ameria’s executive management board members signed fixed contingent share-based compensation agreements, with fixed
contract value of GEL 16,122. The Group considers 1 January 2025, as the grant date for the awards. The Group estimated the value of
the shares were Georgian Lari 165.73 per share, based on the five working day average share price before the 25 December 2024 and
using grant date exchange rates. The awards are subject to one-year vesting.
In 2025, Ameria’s non-executive employees signed fixed contingent share-based compensation agreements, with fixed contract value
of GEL 4,670. The Group considers 1 January 2025 as the grant date for the awards. The Group estimated the value of the shares were
Georgian Lari 165.73 per share, based on the five working day average share price before the 25 December 2024 and using grant date
exchange rates. The awards are subject to one-year vesting.
In 2024, JSC Bank of Georgia’s executive 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 the
25 December 2023 and using the grant date exchange rates, respectively. The awards will be subject to one-year vesting and four-year
holding periods.
In 2024, JSC Bank of Georgia’s other management 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 the 25 December 2023 and using grant date exchange rates, respectively. The awards will be subject to one-year
vesting and three-year holding periods.
In 2023, JSC Bank of Georgia’s executive 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 the
25 December 2022, respectively. The awards are subject to one-year vesting and four-year holding periods.
In 2023, JSC Bank of Georgia’s other management 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 the 25 December 2022, respectively. The awards are
subject to one-year vesting and three-year holding periods.
JSC Bank of Georgia grants share compensation to its non-executive employees. In 2025, 2024 and 2023, the Supervisory Board of the
Group resolved to award 128,906, 139,461 and 157,146 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 5 February 2025, 12 February 2024 and 9 February 2023 as the grant dates of these awards, respectively. The Group
estimated that the fair values of the shares awarded on 5 February 2025, 12 February 2024 and 9 February 2023 were Georgian Lari
162.79, 128.47 and 87.65 per share, respectively.
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
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30. Share-based payments continued
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 165.15 per share in year ended
31 December 2025 (31 December 2024: Georgian Lari 128.71 per share, 31 December 2023: Georgian Lari 84.87).
The Group’s total share-based payment expenses for the year ended 31 December 2025 amounted to GEL 176,868 (31 December 2024:
GEL 66,820, 31 December 2023: GEL 72,055) and are included in ‘salaries and other employee benefits’, as ‘salaries and bonuses’.
Below is the summary of the share-based payments-related data:
2025 | 2024 | 2023 | |
Total number of equity instruments awarded | 788,645 | 539,909 | 724,296 |
– Among them, to the Executive management board | 532,067 | 315,858 | 437,461 |
Weighted average value at grant date, per share (GEL in full amount) | 165.15 | 128.71 | 84.87 |
Value at grant date, total (GEL) | 130,242 | 69,493 | 61,469 |
Total expense recognised during the year (GEL) | (176,868) | (66,820) | (72,055) |
During 2025 Lion Finance Group PLC Directors exercised 183,287 (2024: 179,031, 2023: 242,707) shares with fair value of GEL 39,102
(2024: 29,374, 2023: 20,827). Weighted average share price was GEL 213.34 per share (2024: 164.07, 2023: 85.81).
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 pages 111 to 122.
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 subsidiaries’
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 Boards. They review the effectiveness of the policies,
procedures and systems in place related to, among others, operational risks, compliance, IT and internal security (including cyber-security),
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 frameworks 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, and 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.
Credit Committees
The 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 the Credit Committees within
the Group’s principal operating subsidiaries, please refer to page 112.
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.
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
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31. Risk management continued
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
the Group’s strategic objectives and market environments 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 heads of each
business division. The reports include aggregate credit exposures, liquidity ratios and changes to the risk profile. Risk appetite statements
are reviewed and approved by the respective Supervisory Boards annually and performance against RAS is reported to the respective
Risk Committees 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 Principal Operating Subsidiaries’ performance to
developments affecting a particular industry, geographical location or financial solvency of parties with similar economic features.
In order to avoid excessive concentrations of risks, policies and procedures within the Group 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.
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
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31. Risk management continued
| External rating grades | |||||
| Standard & | |||||
Internal rating description* | Internal rating grades | Credit Bureau | 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 | |||
| C CCC- | |||||
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
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31. Risk management continued
Cash and cash equivalents, excluding cash on hand | Stage 1 | Total |
High grade | 1,132,983 | 1,132,983 |
Standard grade | 1,225,898 | 1,225,898 |
Low grade | 15,026 | 15,026 |
Not rated | 786,363 | 786,363 |
Balance at 31 December 2025 | 3,160,270 | 3,160,270 |
Amounts due from credit institutions | Stage 1 | Total |
High grade | 24,718 | 24,718 |
Standard grade | 3,123,104 | 3,123,104 |
Not rated | 406,688 | 406,688 |
Balance at 31 December 2025 | 3,554,510 | 3,554,510 |
Investment securities measured at FVOCI – debt instruments | Stage 1 | Total |
High grade | 2,141,570 | 2,141,570 |
Standard grade | 4,294,500 | 4,294,500 |
Not rated | 176,796 | 176,796 |
Balance at 31 December 2025 | 6,612,866 | 6,612,866 |
Investment securities measured at amortised cost – debt instruments | Stage 1 | Total |
High grade | 1,926,755 | 1,926,755 |
Standard grade | 154,462 | 154,462 |
Not rated | 1,176,103 | 1,176,103 |
Balance at 31 December 2025 | 3,257,320 | 3,257,320 |
| Investment securities pledged under sale and repurchase agreements and securities lending | ||
measured at amortised cost – debt instruments | Stage 1 | Total |
Standard grade | 134,720 | 134,720 |
Not rated | 12,911 | 12,911 |
Balance at 31 December 2025 | 147,631 | 147,631 |
Commercial loans at amortised cost | Stage 1 | Stage 2 | Stage 3 | POCI | Total |
High grade | 7,328,743 | 140,860 | – | – | 7,469,603 |
Standard grade | 4,967,196 | 198,837 | – | 438 | 5,166,471 |
Low grade | 573,441 | 441,648 | – | 7 | 1,015,096 |
Not rated | 552,215 | 29,687 | – | – | 581,902 |
| Defaulted | |||||
Non-performing | – | – | 213,918 | 15,903 | 229,821 |
Balance at 31 December 2025 | 13,421,595 | 811,032 | 213,918 | 16,348 | 14,462,893 |
Residential mortgage loans at amortised cost | Stage 1 | Stage 2 | Stage 3 | POCI | Total |
High grade | 4,275,936 | 6,515 | – | 2,611 | 4,285,062 |
Standard grade | 885,261 | 18,593 | – | 3,905 | 907,759 |
Low grade | 135,052 | 110,722 | – | 6,435 | 252,209 |
Not rated | 2,905,256 | 5,065 | – | 124 | 2,910,445 |
| Defaulted | |||||
Non-performing | – | – | 109,672 | 18,343 | 128,015 |
Balance at 31 December 2025 | 8,201,505 | 140,895 | 109,672 | 31,418 | 8,483,490 |
Micro and SME loans at amortised cost | Stage 1 | Stage 2 | Stage 3 | POCI | Total |
High grade | 2,199,383 | 19,386 | – | 370 | 2,219,139 |
Standard grade | 2,348,427 | 67,682 | – | 452 | 2,416,561 |
Low grade | 474,363 | 105,341 | – | 290 | 579,994 |
Not rated | 1,630,054 | 9,362 | 6 | – | 1,639,422 |
| Defaulted | |||||
Non-performing | – | – | 243,988 | 53,498 | 297,486 |
Balance at 31 December 2025 | 6,652,227 | 201,771 | 243,994 | 54,610 | 7,152,602 |
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
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Lion Finance Group PLC Annual Report 2025
Consumer loans at amortised cost | Stage 1 | Stage 2 | Stage 3 | POCI | Total |
High grade | 3,303,374 | 5,612 | – | 858 | 3,309,844 |
Standard grade | 2,839,354 | 35,670 | – | 2,521 | 2,877,545 |
Low grade | 619,403 | 319,565 | – | 6,023 | 944,991 |
Not rated | 2,271,441 | 4,398 | 97 | – | 2,275,936 |
| Defaulted | |||||
Non-performing | – | – | 206,858 | 20,461 | 227, 319 |
Balance at 31 December 2025 | 9,033,572 | 365,245 | 206,955 | 29,863 | 9,635,635 |
Gold – pawn loans at amortised cost | Stage 1 | Stage 2 | Stage 3 | POCI | Total |
High grade | 120,993 | 171 | – | – | 121,164 |
Standard grade | 66,253 | 515 | – | – | 66,768 |
Low grade | 38,921 | 8,131 | – | – | 47,052 |
Not rated | 680 | 61 | 1 | – | 742 |
| Defaulted | |||||
Non-performing | – | – | 4,806 | – | 4,806 |
Balance at 31 December 2025 | 226,847 | 8,878 | 4,807 | – | 240,532 |
Finance lease receivables | Stage 1 | Stage 2 | Stage 3 | POCI | Total |
High grade | 11,813 | – | – | 2,473 | 14,286 |
Standard grade | 102,725 | – | – | 1,764 | 104,489 |
Low grade | 22,165 | – | – | 3,106 | 25,271 |
Not rated | 286,455 | 2,835 | – | 37 | 289,327 |
| Defaulted | |||||
Non-performing | – | – | 5,009 | 6,411 | 11,420 |
Balance at 31 December 2025 | 423,158 | 2,835 | 5,009 | 13,791 | 444,793 |
Factoring receivables | Stage 1 | Stage 2 | Stage 3 | POCI | Total |
High grade | 107,276 | – | – | – | 107,276 |
Standard grade | 18,421 | – | – | – | 18,421 |
Low grade | 35,579 | – | – | – | 35,579 |
Not rated | 16,249 | 231 | – | – | 16,480 |
Balance at 31 December 2025 | 177, 525 | 231 | – | – | 177,756 |
Accounts receivable | Stage 1 | Stage 2 | Stage 3 | POCI | Total |
High grade | 5,925 | – | – | – | 5,925 |
Not rated | 10,841 | – | – | – | 10,841 |
Balance at 31 December 2025 | 16,766 | – | – | – | 16,766 |
Other financial assets | Stage 1 | Stage 2 | Stage 3 | POCI | Total |
High grade | 173,529 | – | – | – | 173,529 |
Not rated | 143,383 | 4 | 22,729 | – | 166,116 |
Balance at 31 December 2025 | 316,912 | 4 | 22,729 | – | 339,645 |
Financial and performance guarantees issued | Stage 1 | Stage 2 | Stage 3 | POCI | Total |
High grade | 1,398,394 | 1,068 | – | – | 1,399,462 |
Standard grade | 183,262 | 3,463 | – | – | 186,725 |
Low grade | 72,753 | 65,288 | – | – | 138,041 |
Not rated | 1,217,566 | 208 | – | – | 1,217,774 |
Other | – | – | 3,638 | – | 3,638 |
Balance at 31 December 2025 | 2,871,975 | 70,027 | 3,638 | – | 2,945,640 |
Letters of credit | Stage 1 | Stage 2 | Stage 3 | POCI | Total |
High grade | 52,963 | – | – | – | 52,963 |
Standard grade | 5,666 | – | – | – | 5,666 |
Low grade | 50 | – | – | – | 50 |
Not rated | 6,826 | – | – | – | 6,826 |
Balance at 31 December 2025 | 65,505 | – | – | – | 65,505 |
Undrawn loan facilities | Stage 1 | Stage 2 | Stage 3 | POCI | Total |
High grade | 909,254 | 1,102 | – | – | 910,356 |
Standard grade | 138,828 | 20,345 | – | – | 159,173 |
Low grade | 25,104 | 9,837 | – | 1 | 34,942 |
Not rated | 789,516 | 116 | – | – | 789,632 |
Other | – | – | 457 | 7 | 464 |
Balance at 31 December 2025 | 1,862,702 | 31,400 | 457 | 8 | 1,894,567 |
31. Risk management continued
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
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Additional InformationFinancial StatementsGovernanceStrategic Report
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 |
| Investment securities pledged under sale and repurchase agreements and securities | ||
lending 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 |
| Investment securities pledged under sale and repurchase agreements and securities | ||
lending measured at amortised cost – 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 |
| Defaulted | |||||
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 |
| Defaulted | |||||
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 |
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 |
| Defaulted | |||||
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 |
31. Risk management continued
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
304
Lion Finance Group PLC Annual Report 2025
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 |
| Defaulted | |||||
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 |
| Defaulted | |||||
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 |
| Defaulted | |||||
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 |
| Defaulted | |||||
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 |
High grade | 33,060 | – | – | – | 33,060 |
Not rated | 195,982 | – | – | – | 195,982 |
Balance at 31 December 2024 | 229,042 | – | – | – | 229,042 |
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 |
31. Risk management continued
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
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Additional InformationFinancial StatementsGovernanceStrategic Report
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 |
| Defaulted | |||||
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 | 2,27 7,147 |
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 |
| Defaulted | |||||
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 |
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 |
| Defaulted | |||||
Non-performing | – | – | 37,7 71 | 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 |
| Defaulted | |||||
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 |
31. Risk management continued
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
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Lion Finance Group PLC Annual Report 2025
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 |
| Defaulted | |||||
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 |
| Defaulted | |||||
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 |
| Defaulted | |||||
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 |
| Defaulted | |||||
Non-performing | – | – | 98 | – | 98 |
Balance at 31 December 2023 | 54,749 | 180 | 98 | – | 55,027 |
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 |
High grade | 23,073 | – | – | – | 23,073 |
Not rated | 154,765 | – | – | – | 154,765 |
Balance at 31 December 2023 | 177,838 | – | – | – | 177,838 |
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 |
| Defaulted | |||||
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 |
31. Risk management continued
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
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Additional InformationFinancial StatementsGovernanceStrategic Report
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 |
| Defaulted | |||||
Non-performing | – | – | 1,764 | 7 | 1,771 |
Balance at 31 December 2023 | 1,004,714 | 8,453 | 1,776 | 8 | 1,014,951 |
| As at 31 December 2025 | ||||||||||
| Total gross | Loan-to-value % | |||||||||
| carrying | Less than | More than | ||||||||
amount | Unsecured | 50% | 50-80% | 80-90% | 90-100% | 100-200% | 200-300% | 300-400% | 400% | |
Commercial loans | 14,462,893 | 2,284,019 | 3,307,299 | 2,848,623 | 810,070 | 603,107 | 2,584,944 | 731,010 | 217,579 | 1,076,242 |
ECL coverage | 1.26% | 0.56% | 0.45% | 1.10% | 0.33% | 1.60% | 3.01% | 1.04% | 1.24% | 2.06% |
| Residential | ||||||||||
mortgage loans | 8,483,490 | 110,004 | 2,381,918 | 3,614,381 | 1,643,920 | 400,887 | 240,706 | 26,548 | 14,028 | 51,098 |
ECL coverage | 0.29% | 0.52% | -0.07% | 0.11% | 0.24% | 2.20% | 2.52% | 7.00% | 0.98% | 1.55% |
Micro and SME loans | 7,152,602 | 320,516 | 2,215,802 | 2,569,198 | 614,950 | 443,225 | 795,804 | 65,419 | 39,610 | 88,078 |
ECL coverage | 1.60% | 5.65% | 0.43% | 0.94% | 2.11% | 2.53% | 4.11% | 3.02% | 3.38% | 2.77% |
Consumer loans | 9,635,635 | 5,360,913 | 1,762,702 | 1,768,133 | 407,157 | 218,163 | 91,025 | 10,877 | 3,769 | 12,896 |
ECL coverage | 2.11% | 3.43% | 0.04% | 0.33% | 0.50% | 1.59% | 4.92% | 17.76% | 2.60% | 8.63% |
Gold – pawn loans | 240,532 | – | 19,614 | 48,108 | 46,282 | 96,495 | 28,572 | 40 | 1,421 | – |
ECL coverage | 0.50% | N/A | 0.01% | 0.00% | 0.00% | 0.04% | 0.41% | 67.50% | N/A | n/a |
| Loans to customers | ||||||||||
at amortised cost, gross | 39,975,152 | 8,075,452 | 9,687,335 | 10,848,443 | 3,522,379 | 1,761,877 | 3,741,051 | 833,894 | 276,407 | 1,228,314 |
| As at 31 December 2024 | ||||||||||
| Total gross | Loan-to-value % | |||||||||
| carrying | Less than | More than | ||||||||
amount | Unsecured | 50% | 50-80% | 80-90% | 90-100% | 100-200% | 200-300% | 300-400% | 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% |
| Residential | ||||||||||
mortgage 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 |
| Loans to customers | ||||||||||
at amortised 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 |
31. Risk management continued
Notes to Consolidated Financial Statements continued
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| As at 31 December 2023 | ||||||||||
| Total gross | Loan-to-value % | |||||||||
| carrying | Less than | More than | ||||||||
amount | Unsecured | 50% | 50-80% | 80-90% | 90-100% | 100-200% | 200-300% | 300-400% | 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% |
| Residential | ||||||||||
mortgage 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% |
| Loans to customers | ||||||||||
at amortised 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 |
| Amortised | Net gain/(loss) | |
| cost before | arising from | |
| Financial assets modified during 2025: | modification | modification |
Commercial loans | 659,813 | (1,960) |
Residential mortgage loans | 66,141 | (39) |
Micro and SME loans | 334,760 | (632) |
Consumer loans | 502,207 | (5,347) |
Loans to customers | 1,562,921 | (7,978) |
Total loans to customers, factoring and finance lease receivables | 1,562,921 | (7,978) |
| Amortised | Net gain/(loss) | |
| cost before | arising from | |
| Financial assets modified during 2024: | modification | modification |
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) |
Total loans to customers, factoring and finance lease receivables | 1,207,186 | (6,703) |
| Amortised | Net gain/(loss) | |
| cost before | arising from | |
| Financial assets modified during 2023: | modification | modification |
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) |
Notes to Consolidated Financial Statements continued
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| Gross carrying | Corresponding | |
| Financial assets modified since initial recognition, as at 31 December 2025 | amount | ECL |
Commercial loans | 39,015 | (221) |
Residential mortgage loans | 58,324 | (30) |
Micro and SME loans | 29,188 | (144) |
Consumer loans | 11,368 | (153) |
Loans to customers | 137,895 | (548) |
Total loans to customers, factoring and finance lease receivables | 137,895 | (548) |
| Gross carrying | Corresponding | |
| Financial assets modified since initial recognition, as at 31 December 2024 | amount | ECL |
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) |
Total loans to customers, factoring and finance lease receivables | 148,208 | (666) |
| Gross carrying | Corresponding | |
| Financial assets modified since initial recognition, as at 31 December 2023 | amount | ECL |
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) |
Total loans to customers, factoring and finance lease receivables | 213,449 | (453) |
| 2025 | |||||
| Other foreign | |||||
Georgia | Armenia | OECD | countries | Total | |
| Assets: | |||||
Cash and cash equivalents | 1,836,773 | 618,393 | 1,155,797 | 961,083 | 4,572,046 |
Amounts due from credit institutions | 2,140,187 | 1,363,950 | 24,716 | 23,404 | 3,552,257 |
Investment securities | 4,253,191 | 1,247,783 | 4,139,149 | 407,114 | 10,047,237 |
| Investment securities pledged under sale and repurchase | |||||
agreements and securities lending | – | 147,416 | – | – | 147, 416 |
Loans to customers, factoring and finance lease receivables | 27,283,931 | 11,701,861 | 27,658 | 1,052,214 | 40,065,664 |
Accounts receivables and other loans | 10,635 | – | – | 835 | 11,470 |
All other assets | 1,678,640 | 475,225 | 206,854 | 113,047 | 2,473,766 |
37,203,357 | 15,554,628 | 5,554,174 | 2,557,697 | 60,869,856 | |
| Liabilities: | |||||
Client deposits and notes | 21,887,677 | 8,469,270 | 1,814,182 | 6,458,845 | 38,629,974 |
Amounts owed to credit institutions | 2,935,010 | 231,574 | 5,499,274 | 833,248 | 9,499,106 |
Debt securities issued | 1,609,484 | 1,002,851 | 275,237 | 112,299 | 2,999,871 |
Lease liability | 227,900 | 103,861 | – | 16,353 | 348,114 |
All other liabilities | 512,548 | 290,843 | 139,877 | 27,280 | 970,548 |
27,172,619 | 10,098,399 | 7,728,570 | 7,448,025 | 52,447,613 | |
Net balance sheet position | 10,030,738 | 5,456,229 | (2,174,396) | (4,890,328) | 8,422,243 |
Notes to Consolidated Financial Statements continued
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31. Risk management continued
2024 | 2023 | ||||||||
| Other | Other | ||||||||
| foreign | foreign | ||||||||
Georgia | Armenia | OECD | countries | Total | Georgia | OECD | countries | Total | |
| Assets: | |||||||||
Cash and cash equivalents | 1,026,987 | 874,811 | 1,221,114 | 630,271 | 3,753,183 | 1,523,046 | 975,099 | 603,679 | 3,101,824 |
| Amounts due from credit | |||||||||
institutions | 2,424,248 | 813,763 | 7,423 | 33,031 | 3,278,465 | 1,733,898 | – | 18,759 | 1,752,657 |
Investment securities | 3,675,246 | 832,241 | 3,835,143 | 626,091 | 8,968,721 | 2,368,874 | 2,332,754 | 428,129 | 5,129,757 |
| Investment securities | |||||||||
pledged under sale and repurchase agreements | |||||||||
and securities lending | – | 344,721 | 138,945 | – | 483,666 | – | – | – | – |
Loans to customers, factoring and finance | |||||||||
lease receivables | 23,534,771 | 9,194,547 | 25,638 | 803,918 | 33,558,874 | 19,532,803 | – | 699,918 | 20,232,721 |
Accounts receivables and other loans | 7,643 | – | – | 1,168 | 8,811 | – | – | – | – |
All other assets | 1,520,692 | 426,332 | 135,249 | 73,895 | 2,156,168 | 1,314,511 | 150,031 | 76,057 | 1,540,599 |
32,189,587 | 12,486,415 | 5,363,512 | 2,168,374 | 52,207,888 | 26,473,132 | 3,457,884 | 1,826,542 | 31,757,558 | |
| Liabilities: | |||||||||
Client deposits and notes | 19,073,711 | 6,858,108 | 1,505,925 | 5,764,266 | 33,202,010 | 14,880,493 | 1,138,532 | 4,503,714 | 20,522,739 |
| Amounts owed to credit | |||||||||
institutions | 2,987,091 | 363,586 | 4,454,019 | 875,537 | 8,680,233 | 2,369,365 | 2,257,129 | 529,515 | 5,156,009 |
Debt securities issued | 979,869 | 843,281 | 317,500 | 114,366 | 2,255,016 | 273,923 | 147,436 | – | 421,359 |
Lease liability | 168,948 | 90,949 | – | 14,538 | 274,435 | 128,725 | – | 13,209 | 141,934 |
All other liabilities | 278,063 | 354,351 | 37,749 | 110,804 | 780,967 | 396,104 | 87,254 | 12,323 | 495,681 |
23,487,682 | 8,510,275 | 6,315,193 | 6,879,511 | 45,192,661 | 18,048,610 | 3,630,351 | 5,058,761 | 26,737,722 | |
Net balance sheet position | 8,701,905 | 3,976,140 | (951,681) | (4,711,137) | 7,015,227 | 8,424,522 | (172,467) | (3,232,219) | 5,019,836 |
Notes to Consolidated Financial Statements continued
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31. Risk management continued
| At 31 December 2025 | ||||||
| Amounts subject to enforceable netting arrangements | ||||||
| Net amount | Collateral received/pledged | |||||
| of financial | Financial | |||||
| assets/liabilities | assets/ | |||||
| Gross amounts | presented in | Financial | liabilities after | |||
| of recognised | the Statement | instruments, | consideration | |||
| financial asset/ | Amounts | of Financial | including non- | Cash | of netting | |
| Types of financial assets/liabilities | liability | offset | Position | cash collateral* | collateral | potential |
Receivables from REPO operations | 394,325 | – | 394,325 | (394,325) | – | – |
Derivative financial assets | 8,438 | – | 8,438 | (36) | – | 8,402 |
Total financial assets | 402,763 | – | 402,763 | (394,361) | – | 8,402 |
Payables under REPO Operations | 165,172 | – | 165,172 | (147,416) | – | 17,756 |
Derivative financial liabilities | 10,692 | – | 10,692 | (10,692) | – | – |
Total financial liabilities | 175,864 | – | 175,864 | (158,108) | – | 17,756 |
| At 31 December 2024 | ||||||
| Amounts subject to enforceable netting arrangements | ||||||
| Net amount | Collateral received/pledged | |||||
| of financial | Financial | |||||
| assets/liabilities | assets/ | |||||
| Gross amounts | presented in | Financial | liabilities after | |||
| of recognised | the Statement | instruments, | consideration | |||
| financial asset/ | Amounts | of Financial | including non- | Cash | of netting | |
| Types of financial assets/liabilities | liability | offset | Position | cash collateral* | collateral | potential |
Receivables from REPO operations | 217,14 6 | – | 217,14 6 | (217,14 6) | – | – |
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) | – | – |
Notes to Consolidated Financial Statements continued
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| Financial liabilities | Less than 3 | 3 to 12 | 1 to 5 | Over | |
| As at 31 December 2025 | months | months | years | 5 years | Total |
Client deposits and notes | 16,829,293 | 18,670,972 | 4,208,921 | 186,153 | 39,895,339 |
Amounts owed to credit institutions | 4,137,293 | 1,966,997 | 4,486,743 | 1,375,366 | 11,966,399 |
Debt securities issued | 30,800 | 793,358 | 2,508,085 | 266,334 | 3,598,577 |
Lease liability | 18,448 | 54,240 | 212,384 | 186,299 | 471,411 |
Net settled derivative financial liabilities | 1,371 | 108 | – | – | 1,479 |
Gross settled derivative financial liabilities | 2,359 | 378 | 2,590 | – | 5,327 |
– Inflow | (624,702) | (18,344) | (28,867) | – | (671,913) |
– Outflow | 627,061 | 18,722 | 31,457 | – | 677,240 |
Other liabilities | 538,922 | 4,470 | 6,468 | 124 | 549,984 |
Total undiscounted financial liabilities | 21,558,256 | 21,490,523 | 11,425,191 | 2,014,276 | 56,488,516 |
| Financial liabilities | Less than 3 | 3 to 12 | 1 to 5 | Over | |
| As at 31 December 2024 | months | months | years | 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 |
Net settled derivative financial liabilities | 3,299 | – | – | – | 3,299 |
Gross settled derivative financial liabilities | 2,320 | 2,100 | 1,364 | – | 5,784 |
– Inflow | (594,702) | (69,205) | (16,856) | – | (680,763) |
– Outflow | 597,022 | 71,305 | 18,220 | – | 686,547 |
Other liabilities | 338,527 | 4,802 | 1,281 | 109 | 344,719 |
Total undiscounted financial liabilities | 19,909,572 | 17,540,759 | 8,687,311 | 1,104,793 | 47,242,435 |
| Financial liabilities | Less than 3 | 3 to 12 | 1 to 5 | Over | |
| As at 31 December 2023 | months | months | years | 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 |
Gross settled derivative financial liabilities | 12,300 | 12,618 | 861 | – | 25,779 |
– Inflow | (1,049,223) | (690,666) | (11,679) | – | (1,751,568) |
– Outflow | 1,061,523 | 703,284 | 12,540 | – | 1,777,347 |
Other liabilities | 139,434 | 730 | 1,192 | 133 | 141,489 |
Total undiscounted financial liabilities | 11,429,706 | 11,374,655 | 4,291,929 | 1,019,665 | 28,115,955 |
| Less than 3 | 3 to 12 | 1 to | Over | ||
| months | months | 5 years | 5 years | Total | |
31 December 2025 | 2,147,745 | 1,375,510 | 1,218,360 | 168,814 | 4,910,429 |
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 |
Notes to Consolidated Financial Statements continued
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| Sensitivity | |||
| Sensitivity of | of other | ||
| Increase in | net interest | comprehensive | |
| basis points | income | income | |
| Currency | 2025 | 2025 | 2025 |
GEL | 3 | 967 | 30 |
EUR | 11 | (51) | (744) |
USD | 13 | 1,985 | 459 |
| Sensitivity | |||
| Sensitivity of | of other | ||
| Decrease in | net interest | comprehensive | |
| basis points | income | income | |
| Currency | 2025 | 2025 | 2025 |
GEL | 3 | (967) | (30) |
EUR | 11 | 51 | 744 |
USD | 13 | (1,985) | (459) |
| Sensitivity | |||
| Sensitivity of | of other | ||
| Increase in | net interest | comprehensive | |
| basis points | income | income | |
| Currency | 2024 | 2024 | 2024 |
GEL | 21 | 5,116 | 3,933 |
EUR | 10 | 218 | – |
USD | 11 | 449 | 2,565 |
| Sensitivity | |||
| Sensitivity of | of other | ||
| Decrease in | net interest | comprehensive | |
| basis points | income | income | |
| Currency | 2024 | 2024 | 2024 |
GEL | 21 | (5,116) | (3,933) |
EUR | 10 | (218) | – |
USD | 11 | (449) | (2,565) |
| Sensitivity | |||
| Sensitivity of | of other | ||
| Increase in | net interest | comprehensive | |
| basis points | income | income | |
| Currency | 2023 | 2023 | 2023 |
GEL | 22 | 6,541 | 2,289 |
EUR | 8 | 707 | 2 |
USD | 12 | 813 | 101 |
| Sensitivity | |||
| Sensitivity of | of other | ||
| Decrease in | net interest | comprehensive | |
| basis points | income | income | |
| Currency | 2023 | 2023 | 2023 |
GEL | 22 | (6,541) | (2,289) |
EUR | 8 | (707) | (2) |
USD | 12 | (813) | (101) |
Notes to Consolidated Financial Statements continued
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2025 | 2024 | 2023 | ||||
| Change in | Change in | Change in | ||||
| currency | Effect on profit | currency | Effect on profit | currency | Effect on profit | |
| Currency | rate in % | before tax | rate in % | before tax | rate in % | before tax |
EUR | 9.2% | (3,909) | 8.7% | (2,213) | 8.8% | (323) |
USD | 3.4% | (4,684) | 6.8% | (6,410) | 4.9% | 14,415 |
| CJSC Ameriabank | ||||
2025 | 2024 | |||
| Change in | Change in | |||
| currency | Effect on profit | currency | Effect on profit | |
| Currency | rate in % | before tax | rate in % | before tax |
EUR | 8.5% | 1,585 | 6.2% | 2,335 |
USD | 1.5% | (401) | 2.8% | 4,206 |
GBP | 7.9% | (1,280) | 6.7% | (5,267) |
| Effect on net | |
| interest income | |
2025 | (392,334) |
2024 | (221,242) |
2023 | (71,177) |
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
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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 2020.
Recognising the evolving and complex nature of climate-related risks, the Group enhanced its 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 – JSC Bank of Georgia conducted
qualitative analyses to explore how climate change could drive risks under different scenarios. This approach will serve as a reference
framework for CJSC Ameriabank as it advances its own climate risk assessment processes.
The Group’s materiality analysis on credit risk, completed as of 31 December 2025, assessed exposures to physical and transition risks
over a medium-term horizon (2040), aligned with loan maturities. For JSC Bank of Georgia, the findings highlighted drought as the most
significant physical risk under the SSP5-8.5 scenario, particularly impacting agriculture clients. Heatwaves and floods also emerged as
notable risks, though with less severity. On the transition risk side, considering scenario probability weightings, the Delayed Transition
scenario revealed the highest exposures, primarily concentrated in the manufacturing and transportation and storage sectors, driven
by potential direct and 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.
CJSC Ameriabank’s portfolio is predominantly exposed to drought risk, with the highest level of exposure observed under the SSP2-4.5
scenario. This exposure is primarily concentrated in the agriculture sector, reflecting its sensitivity to changing precipitation patterns
and water availability. Secondary physical risk exposures include heatwaves and floods, though to a lesser extent compared to drought.
With respect to transition risks, the most significant exposures arise under the Delayed Transition scenario, particularly in relation to
investments (I) and indirect emissions (IDE). Exposure levels are moderate under the Net Zero scenario and remain limited under the
Current Policy scenario, reflecting a comparatively lower sensitivity to transition-related policy and market shifts in the absence of
accelerated decarbonisation measures.
To better understand how these risks may evolve, the Group conducted scenario analyses focusing on SSP5-8.5 and Delayed Transition
pathways for JSC Bank of Georgia and SSP2-4.5 and Delayed Transition pathways for CJSC Ameriabank. Physical risks under SSP5-
8.5 and SSP2-4.5 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 GHG emissions,
decarbonisation plans, and asset-level location data to enhance future risk analysis.
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 2025, 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 68.
Notes to Consolidated Financial Statements continued
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At 31 December 2025 | Level 1 | Level 2 | Level 3 | Total |
| Assets measured at fair value | ||||
Total investment properties | – | – | 107,57 3 | 107,573 |
| Land | – | – | 2,901 | 2,901 |
| Residential properties | – | – | 77,412 | 77,412 |
| Non-residential properties | – | – | 27,260 | 27,260 |
Investment securities measured at FVOCI and FVTPL | 2,086,103 | 4,666,192 | 40,593 | 6,792,888 |
Investment securities pledged under sale and repurchase agreements and securities lending measured at FVOCI and FVTPL | – | – | – | – |
Other assets – derivative financial assets | – | 8,438 | – | 8,438 |
| Assets for which fair values are disclosed | ||||
Investment securities measured at amortised cost – debt instruments | 654,601 | 2,682,281 | – | 3,336,882 |
Investment securities pledged under sale and repurchase agreements and securities lending measured at amortised cost – debt instruments | 139,661 | 13,379 | – | 153,040 |
Loans to customers, factoring and finance lease receivables at amortised cost | – | 61,585 | 39,379,468 | 39,441,053 |
Accounts receivables and other loans | – | 9,197 | 2,273 | 11,470 |
| Liabilities measured at fair value | ||||
Other liabilities – derivative financial liabilities | – | 10,692 | – | 10,692 |
| Liabilities for which fair values are disclosed | ||||
Client deposits and notes | – | 28,951,638 | 9,753,900 | 38,705,538 |
Amounts owed to credit institutions | – | 5,385,695 | 4,142,420 | 9,528,115 |
Debt securities issued | – | 2,494,176 | 547,662 | 3,041,838 |
At 31 December 2024 | Level 1 | Level 2 | Level 3 | Total |
| Assets measured at fair value | ||||
Total investment properties | – | – | 134,338 | 134,338 |
| Land | – | – | 13,204 | 13,204 |
| Residential properties | – | – | 86,388 | 86,388 |
| Non-residential properties | – | – | 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 |
| Assets for which fair values are disclosed | ||||
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 |
Loans to customers, factoring and finance lease receivables at amortised cost | – | 34,268 | 32,597,338 | 32,631,606 |
Accounts receivables and other loans | – | 5,355 | 3,456 | 8,811 |
| Liabilities measured at fair value | ||||
Other liabilities – derivative financial liabilities | – | 9,083 | – | 9,083 |
| Liabilities for which fair values are disclosed | ||||
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 |
At 31 December 2023 | Level 1 | Level 2 | Level 3 | Total |
| Assets measured at fair value | ||||
Total investment properties | – | – | 124,068 | 124,068 |
| Land | – | – | 4,844 | 4,844 |
| Residential properties | – | – | 87,758 | 87,758 |
| Non-residential properties | – | – | 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 |
| Assets for which fair values are disclosed | ||||
Investment securities measured at amortised cost – debt instruments | – | 692,781 | – | 692,781 |
Loans to customers, factoring and finance lease receivables at amortised cost | – | – | 19,476,015 | 19,476,015 |
| Liabilities measured at fair value | ||||
Other liabilities – derivative financial liabilities | – | 25,779 | – | 25,779 |
| Liabilities for which fair values are disclosed | ||||
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 |
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
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32. Fair value measurements continued
Valuation technique | Inputs used | ||||
Valuation technique | Inputs used | Unobservable inputs | ||||
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
318
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32. Fair value measurements continued
| Revaluation | Revaluation | Revaluation | |||||||||
| At 31 | At 31 | At 31 | recognised in other | recognised in | recognised in | ||||||
| December | Purchase of | December | Business | Purchase of | December | comprehensive | the Income | the Income | At 31 | ||
| 2022 | securities | 2023 | combination | Revaluation | securities | 2024 | income | Statement | Statement | December 2025 | |
| Level 3 | |||||||||||
| financial | |||||||||||
| assets | |||||||||||
| Equity | |||||||||||
| investment | |||||||||||
| securities | 5,547 | 1,972 | 7,519 | 3,528 | 6,909 | 15,298 | 33,254 | 6,094 | 856 | 389 | 40,593 |
2025 | 2024 | 2023 | ||||
| Effect of | Effect of | Effect of | ||||
| Carrying | reasonably | Carrying | reasonably | Carrying | reasonably | |
| amount | possible | amount | possible | amount | possible | |
| Level 3 financial assets | ||||||
Equity investment securities | 40,593 | +/- 6046 | 33,254 | +/- 4953 | 7, 519 | +/- 1120 |
| Significant | ||||||||||
| Valuation | unobservable | Weighted | Other key | Weighted | ||||||
| 2025 | technique | inputs | MIN | MAX | average | information | MIN | MAX | average | |
| Investment | 107,573 | |||||||||
| property | ||||||||||
Land | 2,901 | |||||||||
| Development | 2,161 | Market | Price per | 0.033 | 0.845 | 0.422 | Square metres, | 32 | 1,614 | 1,059 |
| land | approach | square | land | |||||||
| metre | ||||||||||
Agricultural land | 740 | Market | Price per | 0.024 | 0.096 | 0.052 | Square metres, | 768 | 3,075 | 2,459 |
| approach | square | land | ||||||||
| metre | ||||||||||
| Residential | 77,412 | Market | Price per | 0.056 | 6.575 | 1.277 | Square metres, | 18 | 989 | 209 |
| properties | approach | square | building | |||||||
| metre | ||||||||||
| Non-residential | 27,260 | |||||||||
| properties | 13,036 | Market | Price of the | 39 | 3,199 | 1,654 | Square metres, | 249 | 23,884 | 1,663 |
| approach | property | land | ||||||||
| Square metres, | 17 | 2,626 | 1,466 | |||||||
| building | ||||||||||
10,348 | Income | Rent per | 0.0106 | 0.0396 | 0.0303 | Square metres, | 226 | 300 | 253 | |
| approach | square | building | ||||||||
| metre | ||||||||||
| Occupancy | 70.0% | 90.0% | 81.7% | |||||||
| rate | ||||||||||
3,876 | Cost | Depreciated | 0.084 | 3.973 | 0.974 | Square metres, | 112 | 1,736 | 936 | |
| approach | replacement | building | ||||||||
| cost per | ||||||||||
| square | ||||||||||
| metre |
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
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32. Fair value measurements continued
| Significant | ||||||||||
| Valuation | unobservable | Weighted | Other key | Weighted | ||||||
| 2024 | technique | inputs | MIN | MAX | average | information | MIN | MAX | average | |
| Investment | 134,338 | |||||||||
| property | ||||||||||
Land | 13,204 | |||||||||
| Development | 12,766 | Market | Price per | 0.033 | 2.859 | 2.214 | Square metres, | 32 | 3,808 | 3,080 |
| land | approach | square | land | |||||||
| metre | ||||||||||
| Agricultural | 438 | Market | Price per | 0.012 | 0.096 | 0.046 | Square metres, | 768 | 4,451 | 2,774 |
| land | approach | square | land | |||||||
| metre | ||||||||||
| Residential | 86,388 | Market | Price per | 0.028 | 6.575 | 0.956 | Square metres, | 18 | 989 | 205 |
| properties | approach | square | building | |||||||
| metre | ||||||||||
| Non-residential | 34,746 | |||||||||
| properties | 13,206 | Market | Price of the | 10 | 3,822 | 2,033 | Square metres, | 50 | 23,884 | 1,876 |
| approach | property | land | ||||||||
| Square metres, | 17 | 2,626 | 1,528 | |||||||
| building | ||||||||||
17,685 | Income | Rent per | 0.0105 | 0.0680 | 0.0629 | Square metres, | 226 | 1,084 | 972 | |
| approach | square | building | ||||||||
| metre | ||||||||||
| Occupancy | 70.0% | 90.0% | 83.8% | |||||||
| rate | ||||||||||
3,855 | Cost | Depreciated | 0.084 | 3.973 | 0.981 | Square metres, | 54 | 1,736 | 918 | |
| approach | replacement | building | ||||||||
| cost per | ||||||||||
| square | ||||||||||
| metre |
| Significant | ||||||||||
| Valuation | unobservable | Weighted | Other key | Weighted | ||||||
| 2023 | technique | inputs | MIN | MAX | average | information | MIN | MAX | average | |
| Investment | 124,068 | |||||||||
| property | ||||||||||
Land | 4,844 | |||||||||
| Development | 4,505 | Market | Price per | 0.012 | 2.220 | 1.033 | Square metres, | 32 | 20,000 | 4,026 |
| land | approach | square | land | |||||||
| metre | ||||||||||
| Agricultural | 339 | Market | Price per | 0.001 | 0.709 | 0.337 | Square metres, | 310 | 140,000 | 19,296 |
| land | approach | square | land | |||||||
| metre | ||||||||||
| Residential | 87,758 | Market | Price per | 0.049 | 5.466 | 1.004 | Square metres, | 18 | 3,170 | 225 |
| properties | approach | square | building | |||||||
| metre | ||||||||||
| Non-residential | 31,466 | |||||||||
| properties | 31,466 | Market | Price of the | 22.870 | 3,838.861 | 1,321.071 | Square metres, | 50 | 23,884 | 2,684 |
| approach | property | land | ||||||||
| Square metres, | 32 | 3,000 | 984 | |||||||
| building |
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
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32. Fair value measurements continued
| At 31 December 2025 | ||||
| Amortised | Mandatory | |||
cost | FVOCI | FVTPL | Total | |
| Financial assets | ||||
Loans to customers and factoring receivables | 39,626,897 | – | – | 39,626,897 |
Accounts receivable and other loans | 11,470 | – | – | 11,470 |
Investment securities – equity instruments | – | 27,7 18 | 17,609 | 45,327 |
Investment securities – debt instruments | 3,254,354 | 6,612,865 | 134,691 | 10,001,910 |
| Investment securities pledged under sale and repurchase agreements and securities | ||||
lending – debt instruments | 147,416 | – | – | 147,416 |
Foreign currency derivative financial instruments | – | – | 8,438 | 8,438 |
Total financial assets subject to IFRS 9 measurement categories | 43,040,137 | 6,640,583 | 160,738 | 49,841,458 |
Finance lease receivables | – | – | – | 438,767 |
| Financial liabilities | ||||
Client deposits and notes | 38,629,974 | – | – | 38,629,974 |
Amounts owed to credit institutions | 9,499,106 | – | – | 9,499,106 |
Debt securities issued | 2,999,871 | – | – | 2,999,871 |
Trade and other payables (in other liabilities) | 427,687 | – | – | 427, 687 |
Interest rate contracts | 78 | – | 363 | 441 |
Foreign currency derivative financial instruments | – | – | 10,251 | 10,251 |
Total | 51,556,716 | – | 10,614 | 51,567,330 |
At 31 December 2024 | At 31 December 2023 | |||||||
| Amortised | Mandatory | Amortised | Mandatory | |||||
cost | FVOCI | FVTPL | Total | cost | FVOCI | FVTPL | Total | |
| Financial assets | ||||||||
Loans to customers and factoring receivables | 33,141,137 | – | – | 33,141,137 | 20,173,838 | – | – | 20,173,838 |
Accounts receivable and other loans | 8,811 | – | – | 8,811 | 47,562 | – | – | 47,562 |
| Investment securities – | ||||||||
equity instruments | – | 26,900 | 16,788 | 43,688 | – | 7,880 | 6,976 | 14,856 |
| Investment securities – | ||||||||
debt instruments | 2,746,392 | 5,993,853 | 184,788 | 8,925,033 | 690,306 | 4,424,160 | 435 | 5,114,901 |
| Investment securities pledged | ||||||||
| under sale and repurchase | ||||||||
| agreements and securities | ||||||||
lending – debt instruments | 269,791 | 186,670 | 27,205 | 483,666 | – | – | – | – |
| Foreign currency derivative | ||||||||
financial instruments | – | – | 25,000 | 25,000 | – | – | 10,942 | 10,942 |
| Total financial assets subject | ||||||||
| to IFRS 9 measurement | ||||||||
categories | 36,166,131 | 6, 207, 423 | 253,781 | 42,627,335 | 20,911,706 | 4,432,040 | 18,353 | 25,362,099 |
Finance lease receivables | – | – | – | 417,737 | – | – | – | 58,883 |
| Financial liabilities | ||||||||
Client deposits and notes | 33,202,010 | – | – | 33,202,010 | 20,522,739 | – | – | 20,552,739 |
| Amounts owed to credit | ||||||||
institutions | 8,680,233 | – | – | 8,680,233 | 5,156,009 | – | – | 5,156,009 |
Debt securities issued | 2,255,016 | – | – | 2,255,016 | 421,359 | – | – | 421,359 |
| Trade and other payables | ||||||||
(in other liabilities) | 272,142 | – | – | 272,142 | 113,647 | – | – | 113,647 |
| Foreign currency derivative | ||||||||
financial instruments | – | – | 9,083 | 9,083 | – | – | 25,779 | 25,779 |
Total | 44,409,401 | – | 9,083 | 44,418,484 | 26,213,754 | – | 25,779 | 26,239,533 |
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
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32. Fair value measurements continued
| At 31 December 2025 | |||
| Carrying | Fair | Unrecognised | |
| value | value | gain/(loss) | |
| Financial assets | |||
Investment securities measured at amortised cost – debt instruments | 3,254,349 | 3,336,882 | 82,533 |
| Investment securities pledged under sale and repurchase agreements and securities | |||
lending measured at amortised cost-debt instruments | 147,416 | 153,040 | 5,624 |
Loans to customers, factoring and finance lease receivables | 40,065,664 | 39,441,053 | (624,611) |
| Financial liabilities | |||
Client deposits and notes | 38,629,974 | 38,705,538 | (75,564) |
Amounts owed to credit institutions | 9,499,106 | 9,528,115 | (29,009) |
Debt securities issued | 2,999,871 | 3,041,838 | (41,967) |
Total unrecognised change in unrealised fair value | (682,994) |
At 31 December 2024 | At 31 December 2023 | |||||
| Carrying | Unrecognised | Carrying | Unrecognised | |||
value | Fair value | gain/(loss) | value | Fair value | gain/(loss) | |
| Financial assets | ||||||
| Investment securities measured at amortised cost – | ||||||
debt instruments | 2,746,392 | 2,769,896 | 23,504 | 690,306 | 692,781 | 2,475 |
Investment securities pledged under sale and repurchase agreements and securities 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) | 20,232,721 | 19,476,015 | (756,706) |
| Financial liabilities | ||||||
Client deposits and notes | 33,202,010 | 33,226,593 | (24,583) | 20,522,739 | 20,542,312 | (19,573) |
Amounts owed to credit institutions | 8,680,233 | 8,652,635 | 27,598 | 5,156,009 | 5,151,992 | 4,017 |
Debt securities issued | 2,255,016 | 2,228,550 | 26,466 | 421,359 | 418,658 | 2,701 |
Total unrecognised change in unrealised fair value | (876,747) | (767,086) |
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
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| At 31 December 2025 | |||||||||
| On | Up to | Up to | Up to | Up to | Up to | Over | |||
| demand | 3 months | 6 months | 1 year | 3 years | 5 years | 5 years | No maturity | Total | |
| Financial assets | |||||||||
| Cash and cash | |||||||||
equivalents | 4,110,611 | 461,435 | – | – | – | – | – | – | 4,572,046 |
Amounts due from credit institutions | 915 | 429,368 | 12,816 | – | – | 68 | – | 3,109,090 | 3,552,257 |
Investment securities | 5,854,649 | 2,152,125 | 733,889 | 621,778 | 216,385 | 380,145 | 43,223 | 45,043 | 10,047,237 |
| Investment securities | |||||||||
| pledged under sale | |||||||||
| and repurchase | |||||||||
agreements and securities lending | – | 147,416 | – | – | – | – | – | – | 147,416 |
Loans to customers, factoring and finance | |||||||||
lease receivables | – | 5,825,705 | 2,853,643 | 5,312,103 | 11,877,572 | 6,354,308 | 7,842,333 | – | 40,065,664 |
Accounts receivable and other loans | – | 4,720 | 420 | 6,329 | 1 | – | – | – | 11,470 |
Other financial assets | 1,019 | 240,185 | 411 | 105,702 | 893 | 41 | 3 | – | 348,254 |
Total | 9,967,194 | 9,260,954 | 3,601,179 | 6,045,912 | 12,094,851 | 6,734,562 | 7,885,559 | 3,154,133 | 58,744,344 |
| Financial liabilities | |||||||||
Client deposits and notes | 8,197,345 | 6,395,230 | 3,218,663 | 16,028,719 | 3,191,948 | 1,176,686 | 421,383 | – | 38,629,974 |
| Amounts owed to credit | |||||||||
institutions | 488,059 | 3,650,655 | 654,890 | 844,701 | 1,998,336 | 1,042,303 | 820,162 | – | 9,499,106 |
Debt securities issued | – | 30,521 | 384,275 | 385,011 | 1,183,432 | 761,572 | 255,060 | – | 2,999,871 |
Lease liability | – | 17,852 | 16,702 | 33,950 | 108,418 | 66,860 | 104,332 | – | 348,114 |
Other financial liabilities | 58,590 | 288,458 | 45,917 | 19,567 | 108,651 | 29 | – | – | 521,212 |
Total | 8,743,994 | 10,382,716 | 4,320,447 | 17,311,948 | 6,590,785 | 3,047, 450 | 1,600,937 | – | 51,998,277 |
Net | 1,223,200 | (1,121,762) | (719,268) | (11,266,036) | 5,504,066 | 3,687,112 | 6,284,622 | 3,154,133 | 6,746,067 |
Accumulated gap | 1,223,200 | 101,438 | (617,830) | (11,883,866) | (6,379,800) | (2,692,688) | 3,591,934 | 6,746,067 |
| At 31 December 2024 | |||||||||
| On | Up to | Up to | Up to | Up to | Up to | Over | |||
| demand | 3 months | 6 months | 1 year | 3 years | 5 years | 5 years | No maturity | Total | |
| Financial assets | |||||||||
| Cash and cash | |||||||||
equivalents | 3,472,205 | 280,978 | – | – | – | – | – | – | 3,753,183 |
Amounts due from credit institutions | – | 218,959 | – | – | – | – | 15,074 | 3,044,432 | 3,278,465 |
Investment securities | 3,205,881 | 3,738,256 | 703,349 | 400,226 | 223,461 | 476,265 | 177,595 | 43,688 | 8,968,721 |
| Investment securities | |||||||||
| pledged under sale | |||||||||
| and repurchase | |||||||||
agreements and securities lending | – | 455,949 | 27,7 17 | – | – | – | – | – | 483,666 |
Loans to customers, factoring 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 |
Other financial assets | 26,300 | 208,217 | 6,200 | 10,001 | – | – | – | – | 250,718 |
Total | 6,706,047 | 9,804,380 | 3,192,614 | 4,729,933 | 9,896,028 | 5,607,659 | 7,277,657 | 3,088,120 | 50,302,438 |
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
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| At 31 December 2024 | |||||||||
| On | Up to | Up to | Up to | Up to | Up to | Over | |||
| demand | 3 months | 6 months | 1 year | 3 years | 5 years | 5 years | No maturity | Total | |
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 |
| Amounts owed to credit | |||||||||
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 |
Other financial liabilities | 51,386 | 97,613 | 27,476 | 137,163 | – | – | – | – | 313,638 |
Total | 8,085,556 | 10,198,486 | 3,148,355 | 15,047,923 | 4,577,959 | 2,923,738 | 743,315 | – | 44,725,332 |
Net | (1,379,509) | (394,106) | 44,259 | (10,317,990) | 5,318,069 | 2,683,921 | 6,534,342 | 3,088,120 | 5,577,106 |
Accumulated gap | (1,379,509) | (1,773,615) | (1,729,356) | (12,047,346) | (6,729,277) | (4,045,356) | 2,448,986 | 5,577,106 |
| At 31 December 2023 | |||||||||
| On | Up to | Up to | Up to | Up to | Up to | Over | |||
| demand | 3 months | 6 months | 1 year | 3 years | 5 years | 5 years | No maturity | Total | |
| Financial assets | |||||||||
| Cash and cash | |||||||||
equivalents | 2,417,513 | 684,311 | – | – | – | – | – | – | 3,101,824 |
Amounts due from credit institutions | – | – | – | – | – | – | 6,559 | 1,746,098 | 1,752,657 |
Investment securities | 1,484,457 | 2,661,776 | 462,614 | 228,000 | 242,779 | 32,823 | 2,452 | 14,856 | 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 |
Other financial assets | 12,441 | 163,993 | 543 | 1,031 | 2,864 | – | – | – | 180,872 |
Total | 3,917,147 | 6,426,413 | 1,816,357 | 2,983,941 | 5,617,836 | 2 ,997,815 | 4,924,930 | 1,760,954 | 30,445,393 |
| Financial liabilities | |||||||||
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 |
Other financial liabilities | 495 | 94,620 | 27,265 | 17,046 | – | – | – | – | 139,426 |
Total | 5,784,066 | 5,565,796 | 1,658,867 | 9,367,209 | 2,235,017 | 1,108,003 | 662,509 | – | 26,381,467 |
Net | (1,866,919) | 860,617 | 157, 490 | (6,383,268) | 3,382,819 | 1,889,812 | 4,262,421 | 1,760,954 | 4,063,926 |
Accumulated gap | (1,866,919) | (1,006,302) | (848,812) | (7,232,080) | (3,849,261) | (1,959,449) | 2,302,972 | 4,063,926 |
33. Maturity analysis of financial assets and liabilities continued
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
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33. Maturity analysis of financial assets and liabilities continued
| At 31 December 2025 | ||||
| Less than | More than | |||
| 1 year | 1 year | No maturity | Total | |
Cash and cash equivalents | 4,572,046 | – | – | 4,572,046 |
Amounts due from credit institutions | 443,099 | 68 | 3,109,090 | 3,552,257 |
Investment securities | 9,362,441 | 639,753 | 45,043 | 10,047,237 |
Investment securities pledged under sale and repurchase agreements and securities lending | 147, 416 | – | – | 147,416 |
Loans to customers, factoring and finance lease receivables | 13,991,451 | 26,074,213 | – | 40,065,664 |
Accounts receivable and other loans | 11,469 | 1 | – | 11,470 |
Prepayments | 23,724 | 177,043 | – | 200,767 |
Foreclosed assets | – | – | 374,659 | 374,659 |
Right-of-use assets | – | – | 332,630 | 332,630 |
Investment properties | – | – | 107, 573 | 107,573 |
Property and equipment | – | – | 616,839 | 616,839 |
Goodwill | – | – | 41,253 | 41,253 |
Intangible assets | – | – | 376,402 | 376,402 |
Income tax assets | – | 41 | – | 41 |
Other assets | 395,044 | 2,104 | 10,810 | 407,958 |
Assets held for sale | 15,644 | – | – | 15,644 |
Total assets | 28,962,334 | 26,893,223 | 5,014,299 | 60,869,856 |
Client deposits and notes | 33,839,957 | 4,790,017 | – | 38,629,974 |
Amounts owed to credit institutions | 5,638,305 | 3,860,801 | – | 9,499,106 |
Debt securities issued | 799,807 | 2,200,064 | – | 2,999,871 |
Lease liability | 68,504 | 279,610 | – | 348,114 |
Accruals and deferred income | 301,067 | – | – | 301,067 |
Income tax liabilities | 76,468 | 32,337 | – | 108,805 |
Other liabilities | 452,150 | 108,526 | – | 560,676 |
Total liabilities | 41,176,258 | 11,271,355 | – | 52,447,613 |
Net | (12,213,924) | 15,621,868 | 5,014,299 | 8,422,243 |
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
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33. Maturity analysis of financial assets and liabilities continued
At 31 December 2024 | At 31 December 2023 | |||||||
| Less than | More than | Less than | More than | |||||
| 1 year | 1 year | No maturity | Total | 1 year | 1 year | No maturity | Total | |
Cash and cash equivalents | 3,753,183 | – | – | 3,753,183 | 3,101,824 | – | – | 3,101,824 |
| Amounts due from credit | ||||||||
institutions | 218,959 | 15,074 | 3,044,432 | 3,278,465 | – | 6,559 | 1,746,098 | 1,752,657 |
Investment securities | 8,047,712 | 877,321 | 43,688 | 8,968,721 | 4,836,847 | 278,054 | 14,856 | 5,129,757 |
| Investment securities pledged | ||||||||
| under sale and repurchase | ||||||||
| agreements and securities | ||||||||
lending | 483,666 | – | – | 483,666 | – | – | – | – |
Loans to customers, factoring and finance lease receivables | 11,669,925 | 21,888,949 | – | 33,558,874 | 6,979,617 | 13,253,104 | – | 20,232,721 |
Accounts receivable and other loans | 8,811 | – | – | 8,811 | 47,562 | – | – | 47, 562 |
Prepayments | 82,989 | 5,961 | – | 88,950 | 30,633 | 6,878 | – | 37,511 |
Foreclosed assets | – | – | 378,642 | 378,642 | – | – | 271,712 | 271,712 |
Right-of-use assets | – | – | 257,896 | 257,896 | – | – | 138,695 | 138,695 |
Investment properties | – | – | 134,338 | 134,338 | – | – | 124,068 | 124,068 |
Property and equipment | – | – | 550,097 | 550,097 | – | – | 436,955 | 436,955 |
Goodwill | – | – | 41,253 | 41,253 | – | – | 41,253 | 41,253 |
Intangible assets | – | – | 322,250 | 322,250 | – | – | 167,862 | 167,862 |
Income tax assets | 47,794 | 320 | – | 48,114 | 2,520 | – | – | 2,520 |
Other assets | 303,890 | 10,730 | – | 314,620 | 238,560 | 6,512 | – | 245,072 |
Assets held for sale | 20,008 | – | – | 20,008 | – | – | 27,389 | 27, 389 |
Total assets | 24,636,937 | 22,798,355 | 4,772,596 | 52,207,888 | 15,237, 563 | 13,551,107 | 2,968,888 | 31,757,558 |
Client deposits and notes | 30,041,192 | 3,160,818 | – | 33,202,010 | 18,876,634 | 1,646,105 | – | 20,522,739 |
| Amounts owed to credit | ||||||||
institutions | 5,449,455 | 3,230,778 | – | 8,680,233 | 3,286,308 | 1,869,701 | – | 5,156,009 |
Debt securities issued | 615,099 | 1,639,917 | – | 2,255,016 | 38,929 | 382,430 | – | 421,359 |
Lease liability | 60,936 | 213,499 | – | 274,435 | 34,641 | 107,293 | – | 141,934 |
Accruals and deferred income | 295,783 | 42,951 | – | 338,734 | 90,762 | 38,593 | – | 129,355 |
Income tax liabilities | 67, 342 | 21,089 | – | 88,431 | 185,440 | 13,618 | – | 199,058 |
Other liabilities | 353,802 | – | – | 353,802 | 167,268 | – | – | 167,268 |
Total liabilities | 36,883,609 | 8,309,052 | – | 45,192,661 | 22,679,982 | 4,057,740 | – | 26,737,722 |
Net | (12,246,672) | 14,489,303 | 4,772,596 | 7,015,227 | (7,442,419) | 9,493,367 | 2,968,888 | 5,019,836 |
At 31 December 2025 | At 31 December 2024 | At 31 December 2023 | ||||
| Key | Key | Key | ||||
| management | management | management | ||||
| Associates | personnel* | Associates | personnel* | Associates | personnel* | |
Loans outstanding at 31 December | – | 10,254 | – | 30,455 | – | 10,926 |
Interest income on loans | – | 1,325 | – | 2,323 | – | 556 |
Expected credit recovery/(loss) | – | 153 | – | 81 | – | (40) |
Deposits at 31 December | – | 30,333 | 3,741 | 27,774 | 2,039 | 13,351 |
Interest expense on deposits | (105) | (1,176) | (194) | (2,329) | – | (863) |
Debt securities issued at 31 December | – | 13,572 | – | 10,574 | – | – |
Interest expense on debt securities issued | – | (902) | – | (427) | – | – |
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
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34. Related party disclosures continued
2025 | 2024 | 2023 | |
Salaries and other benefits | 23,630 | 19,585 | 17,824 |
Cash compensation | 20,908 | 45,266 | – |
Share-based payments compensation (Note 30) | 94,426 | 44,341 | 44,503 |
Termination costs | 11,778 | – | 6,358 |
Total key management compensation | 150,742 | 109,192 | 68,685 |
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
CJSC Ameriabank, respectively.
During the year ended 31 December 2025, 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.
The group bases this disclosure on the information provided internally to key management personnel.
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 2025, 31 December 2024 and 31 December 2023 JSC Bank of Georgia’s capital adequacy ratio on this basis was
as follows:
| 31 December | 31 December | 31 December | |
| IFRS-Based NBG (Basel III) capital adequacy ratio | 2025 | 2024 | 2023 |
Tier 1 capital | 6,605,754 | 5,957,405 | 4,603,352 |
Tier 2 capital | 487,614 | 462,428 | 499,018 |
Total capital | 7,093,368 | 6,419,833 | 5,102,370 |
Risk-weighted assets | 32,187,358 | 29,080,593 | 23,061,905 |
Tier 1 capital ratio | 20.5% | 20.5% | 20.0% |
Total capital ratio | 22.0% | 22.1% | 22.1% |
Min. requirement for Tier 1 capital ratio | 17.3% | 17.0% | 16.7% |
Min. requirement for total capital ratio | 20.2% | 19.9% | 19.6% |
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
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35. Capital adequacy continued
The CJSC Ameriabank defines as capital those items defined by statutory regulation as capital for credit institutions. Under the
current capital requirements set by the Central Bank of Armenia, 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. The information is based on
internal information provided to key management.
As at 31 December 2025 and the CJSC Ameriabank’s capital adequacy ratio was as follows:
| 31 December | 31 December | |
| Armenia Capital adequacy ratio | 2025 | 2024 |
Tier 1 capital | 2,164,680 | 1,686,547 |
Tier 2 capital | 390,199 | 252,573 |
Total capital | 2,554,879 | 1,939,120 |
Risk-weighted assets | 15,054,624 | 11,703,258 |
Tier 1 capital ratio | 14.4% | 14.4% |
Total capital ratio | 17.0% | 16.6% |
Min. requirement for Tier 1 capital ratio | 14.1% | 13.8% |
Min. requirement for total capital ratio | 16.8% | 16.5% |
36. Business combinations
Business Combinations (2025)
On 29 December 2025, the Group acquired 77.5% of Fina LLC, business management and accounting software company with the
purpose of achieving operational synergies and expanding the existing software business portfolio.
The remaining 22.5% of share capital retained by the owner is subject to a put/call option. Price of the put/call option is determined based
on last financial year Profit Before Tax (PBT) multiplied by three.
The Group has concluded that the shares subject to option shall not be accounted for as acquired and NCI should be recognised at the
acquisition date. The Group has elected to measure the remaining non-controlling interests in the acquiree at proportionate share of
the net assets acquired.
At the end of each reporting period the Group determines the amount that would have been recognised for the NCI, including an
update to reflect allocations of profit or loss, allocations of changes in other comprehensive income (OCI) and dividends declared for
the reporting period as required by IFRS 10 and derecognises the NCI as if it was acquired at that date. The Group recognises a financial
liability at the present value of the amount payable on exercise of the NCI put in accordance with IFRS 9.
The total purchase consideration for the acquisition of 77.5% represents deferred consideration payable that has been fully repaid as of
the date the financial statements are authorised for issue.
The purchase consideration is based on the book value of Fina LLC based on its balance sheet as at acquisition date.
The difference between the fair values of acquired assets and liabilities and respective book values is recognised in the Consolidated
Income Statement for the year (gain on bargain purchase arising from the acquisition).
Details of the assets and liabilities acquired and are as follows:
| Carrying | |||
| value in Fina’s | Fair value | Total fair value | |
| In thousands of GEL | accounts | adjustments | recognised |
Cash and cash equivalents | 583 | – | 583 |
Prepayments | 3 | – | 3 |
Inventories | 123 | – | 123 |
Property and equipment | 37 | – | 37 |
Intangible assets | 2,135 | 18,528 | 20,663 |
Other assets | 200 | – | 200 |
Advances received | (24) | – | (24) |
Trade payables | (11) | – | (11) |
Total: | 3,046 | 18,528 | 21,574 |
Total purchase consideration | 15,240 | ||
Non-controlling interests measured at proportion share of net assets | 4,846 | ||
Gain on bargain purchase arising from the acquisition | 1,488 |
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
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36. Business combinations continued
The Group applied the relief from royalty method to measure the fair value of acquired intangible assets. The principle behind this
method is that the value of intangible asset is equal to the present value of the after-tax cash flows attributable to the intangible
asset only.
The amounts of revenue* and Income Statement of Fina LLC since the acquisition date included in the Consolidated Statement of
Comprehensive Income for the reporting period are nil. The revenue and Income Statement 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 6,497,591 and
GEL 2,164,862 respectively.
* Revenue includes interest income and fee and commission income
Ameriabank acquisition (2024)
On 31 March 2024, with reference a Share Purchase Agreement (‘SPA’) dated 18 February 2024, the Group acquired 90% of the share
capital of CJSC Ameriabank, one of the leading banks operating in Armenia, from selling shareholders IMAST Group (CY) Limited (owning
48.82% shares in CJSC Ameriabank), European Bank for Reconstruction and Development (owning 17.71% shares in CJSC Ameriabank
out of which 7.71% shares were acquired and the remaining 10% is subject to put/call option), Asian Development Bank (owning 13.92%
shares in CJSC Ameriabank), ESPS Holding Limited (owning 12.05% shares in CJSC Ameriabank) and Afeyan Foundation for Armenia Inc.
(owning 7.5% shares in CJSC Ameriabank). 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 in six months after the completion date (deferred consideration was fully settled as
at 31 December 2024). The remaining 10% of share capital retained by European Bank for Reconstruction and Development 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 six-month
SOFR + 3.5% p.a. subject to offset by any dividends paid to EBRD till 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. As at 31 December 2025
carrying amount of put/call option is GEL 100,765 (31 December 2024: GEL 91,927).
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 NCI 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 CJSC Ameriabank, 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.
• CJSC Ameriabank 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.
CJSC Ameriabank 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 CJSC Ameriabank has significant growth potential and further scope to improve commercial performance, particularly in retail.
This is expected to be achieved by combining CJSC Ameriabank’s existing franchise strengths with the Group’s expertise. Besides,
CJSC Ameriabank 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:
| In thousands of GEL | |
Cash consideration payment | 689,883 |
Deferred consideration | 56,686 |
Present value of redemption liability for put option | 82,955 |
Total purchase consideration | 829,524 |
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
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36. Business combinations continued
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 CJSC Ameriabank 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 Income Statement for the year.
Details of the assets and liabilities acquired and gain on bargain purchase arising from the acquisition are as follows:
| Carrying | |||
| value in CJSC | |||
| Ameriabank’s | Fair value | Total fair value | |
| In thousands of GEL | accounts | adjustments | recognised |
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 |
| Investment securities pledged under sale and repurchase agreements and securities | |||
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.
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 CJSC 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 CJSC 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 Income Statement of CJSC Ameriabank 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 Income Statement 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.
* Revenue includes interest income and fee and commission income
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
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36. Business combinations continued
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 quick-commerce market.
The Group has simultaneously formed an agreement with one of the non-controlling interests (NCI) whereby the parties agreed on the
sale/purchase of the additional 15.58% shareholding held by the NCI. As a result, the Group has recognised respective liability for NCI
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:
| Fair value | |
| recognised on | |
| acquisition | |
| Assets | |
Cash and cash equivalents | 468 |
Inventories | 302 |
Property and equipment | 263 |
Intangible assets | 182 |
Other assets | 64 |
| 1,279 | |
| Liabilities | |
Trade payables | (353) |
Other liabilities | (1) |
| (354) | |
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) |
NCI 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.
Assets acquired and liabilities assumed.
The fair values of the identifiable assets and liabilities of El.Biletebi LLC as at the date of acquisition were:
| Fair value | |
| recognised on | |
| acquisition | |
| Assets | |
Cash and cash equivalents | 595 |
Property and equipment | 19 |
Intangible assets | 745 |
Other assets | 582 |
| 1,941 | |
| Liabilities | |
Advances received | (706) |
Trade payables | (31) |
| (737) | |
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 |
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
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37. Events after the reporting period
On 12 February 2026, Lion Finance Group PLC’s Armenian banking subsidiary, CJSC Ameriabank, placed USD 50,000 (GEL 134,150)
8.5% perpetual subordinated callable Additional Tier 1 (AT1) capital notes.
On 25 February 2026, the Group’s Board of Directors approved a GEL 53.5 million extension to its buyback and cancellation
programme. The programme commenced on 2 March 2026 and will end no later than the Lion Finance Group PLC’s Annual General
Meeting 2026 (expected to be in May 2026) 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 25 February 2026, the Board of Directors of Lion Finance Group PLC declared an interim dividend for 2025 of Georgian Lari
2.75 per share.
Notes to Consolidated Financial Statements continued
(Thousands of Georgian Lari)
332
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References
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 2024
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.
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Glossary
Alternative performance measures (APMs)
These are financial metrics used by Group management
to provide additional insight into the Group’s performance.
These APMs are not defined by International Financial Reporting
Standards (IFRS), and also may not be directly comparable with
other companies who use similar measures. We believe that
these APMs provide the best representation of our financial
performance as these measures are used by the management
to evaluate the Group’s operating performance and make
day-to-day operating decisions.
Regulatory and institutional terms
CBA
Central Bank of Armenia.
GRI
Global Reporting Initiative.
IFIs
International Financial Institutions.
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 portfolio
The total outstanding balance of loans assessed as green under
the Group-level Green Finance Framework (GFF).
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)
Average daily number of retail customers who logged into our
mobile or internet banking channels within a given month.
Monthly active customer – retail or business (MAC)
Number of customers who satisfied pre-defined 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 fully aligned with the
NBG’s Green Taxonomy and loans identified in line with partner
IFIs’ eligibility criteria where these fall outside the NBG taxonomy,
along with Ameriabank’s green portfolio.
Monthly active digital user (Digital MAU)
Number of retail customers who logged into our mobile or internet
banking channels at least once within a given month; when
referring to business customers, Digital MAU means number
of business customers who logged into our business mobile or
internet banking channels at least once within a given month.
NBG-aligned 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).
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 (available at https://nbg.gov.ge/en/
page/sustainable-finance-taxonomy).
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
Number of retail customers who made at least one payment with
a Bank of Georgia card within 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.
Rate of employee turnover
The percentage of employees who left the organisation during
2025, calculated by dividing the number of leavers by the average
number of employees during 2025, and multiplying by 100.
Rate of new hires
The percentage of employees hired by the organisation during
2025, calculated by dividing the number of new hires by the average
number of employees during 2025, and multiplying by 100.
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.
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Glossary continued
Retention rate
The proportion of employees who returned from parental leave
in 2024 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 2025, out of those whose parental leave ended in 2025.
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, including social loans
fully aligned with the NBG Social Taxonomy, green loans fully
aligned with the NBG Green Taxonomy, as well as green loans
identified in line with partner IFIs’ eligibility criteria where these
fall outside the NBG 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 outstanding ordinary
shares 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. Ordinary
shares outstanding at year-end equals number of ordinary shares
at year-end less number of treasury shares at year-end.
CBA Common Equity Tier 1 (CET 1) capital adequacy
ratio
Common Equity Tier 1 capital divided by total risk weighted
assets, both calculated in accordance with the requirements
of the CBA. Calculations are made 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).
Calculations are made for Ameriabank standalone.
CBA net stable funding ratio (NSFR)
Available amount of stable funding (as defined by the CBA)
divided by the required amount of stable funding (as defined
by the CBA). Calculations are made for Ameriabank standalone.
CBA Tier 1 capital adequacy ratio
Tier 1 capital divided by total risk weighted assets, both calculated
in accordance with the requirements of the CBA. Calculations are
made for Ameriabank standalone.
CBA Total capital adequacy ratio
Total regulatory capital divided by total risk-weighted assets,
both calculated in accordance with the requirements of the CBA.
Calculations are made for Ameriabank standalone.
Constant currency basis (CC)
To eliminate the impact of foreign exchange fluctuations,
constant currency growth for loans and deposits was calculated
using the exchange rates as at 31 December 2024 for year-over-
year growth. These calculations were performed separately for
the GFS and AFS segments.
Cost of credit risk ratio
Expected loss on loans to customers, factoring and finance lease
receivables for the year divided by monthly average gross loans to
customers, factoring and finance lease receivables over the same
year.
Cost of deposits
Interest expense on client deposits and notes for the year divided
by monthly average client deposits and notes over the same year.
Cost of funds
Interest expense for the year divided by monthly average interest-
bearing liabilities over the same year.
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
Amounts owed to credit institutions, client deposits and notes,
and debt securities issued.
Interest earning assets (excluding cash)
Amounts due from credit institutions, investment securities
(but excluding corporate shares), and loans to customers,
factoring and finance lease receivables.
Leverage (times)
Total liabilities divided by total equity.
Liquid assets
Cash and cash equivalents, amounts due from credit institutions,
and investment securities.
Loan yield
Interest income from loans to customers, factoring and finance
lease receivables for the year divided by monthly average gross
loans to customers, factoring and finance lease receivables over
the same year.
NBG (Basel III) Common Equity Tier 1 (CET 1) 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 requirements of the NBG. Calculations are
made for Bank of Georgia standalone, based on IFRS.
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Additional InformationFinancial StatementsGovernanceStrategic Report
NBG (Basel III) Total capital adequacy ratio
Total regulatory capital divided by total risk-weighted assets,
both calculated in accordance with the requirements of the NBG.
Calculations are made 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 outflows over the next 30 days (as defined by the NBG).
Calculations are made for Bank of Georgia standalone, based
on IFRS.
NBG net stable funding ratio (NSFR)
Available amount of stable funding (as defined by the NBG)
divided by the required amount of stable funding (as defined by
the NBG). Calculations are made for Bank of Georgia standalone,
based on IFRS.
Net interest margin (NIM)
Net interest income for the year divided by monthly average
interest-earning assets, excluding cash and cash equivalents
and corporate shares over the same year.
Net loans
Defined as gross loans to customers, factoring and finance
lease receivables less allowance for expected credit loss, except
in the consolidated audited financial statements.
NMF
Not meaningful; used when percentage changes are distorted by
zero or missing comparatives, or when the resulting change
is above 200 percent.
Non-performing loans (NPLs)
The principal and/or interest payments on loans overdue for
more than 90 days; or the exposures experiencing substantial
deterioration of their creditworthiness and the debtors assessed
as unlikely to pay their credit obligation(s) in full without
realisation of collateral.
NPL coverage ratio
Allowance for expected credit loss for loans to customers,
factoring 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,
factoring and finance lease 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 the ordinary course
of business.
Operating leverage
Percentage change in operating income less 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
CRO
Chief Risk Officer
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Lion Finance Group PLC Annual Report 2025
Shareholder 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
LionFinance 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 111 to 122. 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.
www.lionfinancegroup.uk