BGEO Group Financial Update

Acquisition of a minority interest in GGU | an Attractive Investment Opportunity Exit strategy through potential IPO is feasible Strong potential for value generation for shareholders in short term Strong management and streamlined operations but room for potential further improvement exists Transaction Rationale A profitable company with significant capacity for growth Attractive Investment Opportunity A natural monopoly . • Cash generating business, no additional financing required for planned capex Potential to improve utilisation Transaction Overview • Company Overview Georgian Global Utilities Ltd. (“GGU") is a privately owned company that supplies water and provides wastewater services to 1.4 million people (approximately 1/3 of Georgia's total population) in Tbilisi, Mtskheta and Rustavi and operates hydropower electricity generation facilities Sales to corporates represented c.70% of water revenue GGU owns and operates 3 hydropower generation facilities with a total capacity of 143MW Most of the milestones committed to the authorities during the privatization have already been achieved with one project remaining before 2018 No additional equity financing is required for planned Capex program Selected Financials • Transaction to be structured in several steps Revenue Dynamics(4) (GEL'm) 125.3 106.1 108.7 116.0 98.7 Acquisition of 25% shareholding for GEL48.7m (US$26m) Attractive valuation with GGU valued at EV/EBITDA 2014E deal multiple of 4.7x, while industry peers are trading at 8.5x average EV/EBITDA 2014E multiple(3) BOGH provided a US$25mn loan to GGU with proceeds to be paid as dividend to the selling shareholders . The transaction was earnings accretive • Commercial terms have been agreed, transaction will be subject to certain conditions 2010 EBITDA Dynamics (4) (GEL'm) 2011 2012 2013 2014 56.8% 52.5% H 56.1 44.3% 48.2% 41.2% 55.7 48.2 55.9 51.6 2010 2011 2012 2013 2014 Holding company of BANK OF GEORGIA BGEO www.bgeo.com (1) Source: Company information. Conversion form USS to GEL was done using current exchange rate as at 27 November, 2014 for the consideration amounts. Net of accrued interest and dividends for the second tranche. (2) Market Capitalisation as of 1 December 2014. November 2015 (3) GROUP (4) Universe of comparable companies includes Pennon Group. Acea, Artesian Resources, American State Water Company, Athens Water and Thessaloniki Water Supply. Group companies' unconsolidated IFRS financial statements. page 47

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