REG - Georgia Capital PLC - Renewal of CEO Contract

Georgia CapitalAnnouncement

26/11/2025 07:00

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RNS Number : 0663J  Georgia Capital PLC  26 November 2025

London, 26 November 2025

 

 

Renewal of CEO Contract

Georgia Capital PLC (the "Company" or "Georgia Capital") announces today that
its Board of Directors has agreed with Irakli Gilauri, Chairman and CEO, to
renew his CEO employment contract, which is due to expire on 31 December 2025.
Mr. Gilauri's new contract will be for a further three years and will expire
on 31 December 2028.

 

Mr. Gilauri's compensation up to now has been entirely share-based comparised
of a fixed 200,000 shares base deferred salary compensation and up to 200,000
shares in discretionary bonus compensation. This remuneration structure has
recently increased substantially in value as Georgia Capital's share price has
risen, in large part as a result of the successful implementation of a number
of strategic initiatives inspired by Mr. Gilauri.

 

With his already substantial holding in the company, the Board believes that
an entirely share-based compensation structure is no longer the most
appropriate way to incentivise Mr. Gilauri. As a result, with effect from 1
January 2026 (but subject to shareholder approval at the 2026 AGM, as part of
an updated Remuneration Policy), the Board proposes to introduce a new
compensation structure. The new structure will accord with the Board's desire
for Mr. Gilauri to focus his time on Georgia Capital and its' portfolio
companies strategy setting, capital allocation and management development,
while at the same time allowing Mr. Gilauri to spend part of his time on his
separate private aspiration to develop Georgian terroir-focused world class
fine wine (www.gilauri.com (http://www.gilauri.com) ).

 

The new structure will include a cash salary and annual bonus which, based on
the current share price, will represent a substantial reduction in annual
compensation compared with Mr. Gilauri's existing contract. In addition, the
structure will introduce a Long Term Incentive Plan ("LTIP") that will reward
Mr. Gilauri commensurately in the event that further ambitious TSR (total
shareholder return) targets are achieved. Overall, the structure is designed
to reflect the Board's commitment to take the recent strength of the share
price into account in Mr. Gilauri's new contract while continuing to
incentivise him appropriately, and ensuring that management and shareholder
interests remain closely aligned. We will shortly be consulting shareholders
with regard to the planned contract details, which will then be formally
proposed for approval by shareholders at next year's AGM, as part of an
updated Remuneration Policy.

 

As part of the contract renewal, the highly experienced and wholly independent
Board (excluding Mr. Gilauri), will propose to maintain the current practice
of combining the roles of Chairman and CEO subject, as always, to shareholder
approval at each AGM. This governance structure has been overwhelmingly
supported by shareholders over the last 7 years and, from our ongoing
discussions with shareholders, we believe this strong shareholder support
continues.

 

David Morrison, Senior Independent Director, commented: "The Board is
delighted that Irakli has agreed to continue in his role for a further three
years. His performance track record has been nothing short of spectacular. The
Board unanimously agrees that Georgia Capital should continue to benefit from
his experience and unparalleled knowledge of the local environment, as well as
his unwavering commitment and enthusiasm. We are thrilled that he is
committing to stay on as Chairman and CEO."

 

 

 

Irakli Gilauri, Chairman and CEO, commented: "I am very much looking forward
to continuing to develop the strategy of Georgia Capital. The Company has made
very significant progress over the last few years, both strategically and
operationally. Our large portfolio companies are all delivering excellent
growth and high returns; and the Georgian economy continues to make very
strong progress. I am confident that Georgia Capital is positioned to deliver
continued and consistent growth in NAV per share, excellent balance sheet
management, and good levels of sustainable EBITDA growth across our large
portfolio companies, while continuing to return capital to shareholders."

 

 

 

 

 

 

Name of authorised official of issuer responsible for making notification:
Michael Oliver, Company Secretary

About Georgia Capital PLC

Georgia Capital (LEI: 213800Q65T5GNBOW7H65) is a platform for buying, building
and developing businesses in Georgia with holdings in sectors that are
expected to benefit from the continued growth and further diversification of
the Georgian economy. The Company's focus is typically on larger-scale
investment opportunities in Georgia, which have the potential to reach at
least GEL 300 million equity value over 3-5 years from the initial investment
and to monetise them through exits, as investments mature. Georgia Capital
currently has the following portfolio businesses: (i) a retail (pharmacy)
business, (ii) an insurance business (P&C and medical insurance), and
(iii) a healthcare services business. Georgia Capital also holds other small
private businesses across different industries in Georgia and a 17.8% equity
stake (as at 30-Sep-25) in LSE listed Lion Finance Group PLC ("Lion Finance
Group" or "LFG"), formerly known as "Bank of Georgia Group PLC", the holding
company of leading universal banks in Georgia and Armenia.

 JSC Georgia Capital has, as of the date hereof, the following credit rating:

 S&P Global      'BB-'/FC & 'BB-'/LC

 For further information, please visit www.georgiacapital.ge
(http://www.georgiacapital.ge) or contact:

 

 Irakli Gilauri                  Giorgi Alpaidze                 Michael Oliver
 Chairman and Chief Executive    Chief Financial Officer         Adviser to the Chairman & CEO
 ir@gcap.ge (mailto:ir@gcap.ge)  +995 322 005 000                +44 203 178 4034
                                 ir@gcap.ge (mailto:ir@gcap.ge)  ir@gcap.ge (mailto:ir@gcap.ge)

This news report is presented for general informational purposes only and
should not be construed as an offer to sell or the solicitation of an offer to
buy any securities.

 

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