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2Q26 and 1H26 Results Report

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RNS Number : 0526Q  Lion Finance Group PLC  11 August 2026

 

 

 

Contents

2Q26 and 1H26 consolidated unaudited results (#_Toc235378288)

Earnings call on 11 August 2026, 14:00 BST (#_Toc235378289)

Segmentation guide (#_Toc235378290)

CEO statement

Macroeconomic developments: Georgia (#_Toc235378293)

Macroeconomic developments: Armenia (#_Toc235378294)

2Q26 and 1H26 unaudited consolidated results (#_Toc235378295)

Business Division results (#_Toc235378296)

Georgian Financial Services (GFS) (#_Toc235378297)

Armenian Financial Services (AFS) (#_Toc235378298)

Other Businesses (#_Toc235378299)

Unaudited consolidated financial information (#_Toc235378300)

Non-financial information (#_Toc235378301)

Additional information (#_Toc235378302)

Principal risks and uncertainties (#_Toc235378303)

Statement of directors' responsibilities (#_Toc235378304)

Interim Condensed Consolidated Financial Statements (#_Toc235378305)

Glossary (#_Toc235378306)

Lion Finance Group PLC profile (#_Toc235378307)

Further information (#_Toc235378308)

Forward-looking statements (#_Toc235378309)

 

2Q26 and 1H26 consolidated unaudited results

Lion Finance Group PLC announces its unaudited consolidated financial results
for the second quarter and first half of 2026 (2Q26 and 1H26). Unless
otherwise noted, 2Q26 results are compared year-on-year with 2Q25 and
quarter-on-quarter with 1Q26; 1H26 results are compared year-on-year with
1H25.

The results have been prepared in accordance with International Accounting
Standard 34 "Interim Financial Reporting" as adopted by the United Kingdom and
the Disclosure Guidance and Transparency Rules of the Financial Conduct
Authority, are unaudited and derived from management accounts.

Earnings call on 11 August 2026, 14:00 BST

https://zoom.us/webinar/register/WN_b53Fng5JQpCgH4DzOI8GeA
(https://zoom.us/webinar/register/WN_b53Fng5JQpCgH4DzOI8GeA)

Webinar ID: 972 5414 7641 | Passcode: 331608

Segmentation guide

The Group's results are presented by the following Business Divisions: 1)
Georgian Financial Services (GFS), 2) Armenian Financial Services (AFS), and
3) Other Businesses.

 •      GFS mainly comprises JSC Bank of Georgia and the investment bank JSC Galt and
        Taggart.
 •      AFS includes Ameriabank CJSC.
 •      Other Businesses includes JSC Belarusky Narodny Bank (BNB), which serves
        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.

Customer franchise expansion across core markets drives continued growth momentum
 •    Consolidated 2Q26 profit of GEL 618.8 million (+20.6% y-o-y) and 1H26 profit
      of GEL 1,203.8m (+17.3% y-o-y)
 •    2Q26 dividend of GEL 3.05 per share, bringing 1H26 dividend to GEL 5.90 per
      share, up 15.7% y-o-y; with a further GEL 59.0m share buyback and cancellation
      programme.

Archil Gachechiladze, CEO of Lion Finance Group, said: "Our results for the
first half reflect a business performing with a real momentum. In Georgia,
although our franchise has already reached significant scale, customer
engagement continues to deepen - Daily Active Users surpassed 1 million for
the first time, up 20.0% year-on-year, with the loan book growing 17.1% y-o-y.
In Armenia, we are growing well ahead of both the market and our own guidance,
with the loan book up 36.8% year-on-year in constant currency, and Retail
Digital MAU surging 47.0% year-on-year, as we scale the franchise and gain
market share in one of the region's most dynamic economies."

Group performance highlights
 •    A growing active customer base and larger balance sheet supported a 19.6%
      y-o-y increase in operating income before cost of risk to GEL 1,551.4m in
      1H26, with profit up 17.3% y-o-y to GEL 1,203.8m and a half-year ROAE of
      27.2%.
 •    Bank of Georgia's Retail Digital MAU grew 13.3% y-o-y to 1,922.1 thousand
      individuals, while Retail Digital DAU surpassed 1 million for the first time,
      up 20.0% y-o-y, reflecting continued deepening of customer engagement across
      our Georgian franchise.
 •    Ameriabank's Retail Digital MAU surged 47.0% y-o-y to 392.1 thousand
      individuals, while Retail Digital DAU grew 58.3% y-o-y to 174.2 thousand
      individuals, underscoring the accelerating momentum of our Armenian retail
      franchise.
 •    The Group's loan book reached GEL 44,429.0m as at 30 June 2026, up 23.0% y-o-y
      in constant currency (cc). The growth was fuelled by loan book expansion
      across both the Georgian (GFS) and Armenian (AFS) operations, which recorded
      year-on-year cc increases of 17.1% and 36.8%, respectively.
 •    Client deposits and notes totalled GEL 43,664.8m as at 30 June 2026,
      reflecting a 26.8% y-o-y increase in cc. GFS deposits rose by 24.2% y-o-y,
      partly elevated by Ministry of Finance deposits; excluding these, growth stood
      at 18.4% y-o-y, driven by continued strong growth across the board. AFS
      deposits grew by 37.1% y-o-y, with broad-based growth across both retail and
      corporate segments.
 •    The Group maintained healthy asset quality, with the cost of credit risk ratio
      at 0.6% in 2Q26 (0.5% in 2Q25) and 0.5% in 1H26 (0.4% in 1H25), while the NPL
      ratio stood at 2.1% as at 30 June 2026 (1.9% as at 30 June 2025).
 •    Net operating income was up 19.5% y-o-y to GEL 1,241.6m in 2Q26 and up 17.3%
      y-o-y to GEL 2,366.5m in 1H26. The annual top-line growth was primarily driven
      by net interest income generated by both GFS and AFS, complemented by net fee
      and commission income generation across both operations.
 •    Group NIM reached 6.3% in both 2Q26 and 1H26, expanding 20 bps and 30 bps
      y-o-y respectively, with the improvement driven by a strong NIM performance at
      GFS - where margins widened by 40 bps y-o-y in both periods to reach 6.4% in
      2Q26. On a q-o-q basis, GFS's NIM was up 10 bps, while that of AFS held steady
      at 6.0%.
 •    The Group's operating expenses increased by 12.8% y-o-y to GEL 426.7m in 2Q26
      and by 13.2% y-o-y to GEL 816.1m in 1H26. The y-o-y growth was driven
      primarily by GFS, which saw expenses rise by 13.9% y-o-y in 2Q26 and 15.2%
      y-o-y in 1H26, mainly driven by higher staff costs and administrative costs
      (see details on page 9).
 •    The effective tax rate, which stood at 17.6% in 2Q26 for the Group, was
      impacted by an additional tax charge attributable to dividends received from
      Ameriabank; excluding this item, the normalised effective tax rate would have
      been 16.5%, broadly in line with the prior quarter.
 •    Capital adequacy and liquidity positions for both Bank of Georgia and
      Ameriabank remained comfortably above the minimum regulatory requirements (for
      details, see pages 10 and 13).

 

 

CEO statement

The Group delivered another set of strong results in the second quarter and
first half of 2026, with profit of GEL 618.8m, up 20.6% year-on-year for the
second quarter, and GEL 1,203.8m for the first half, an increase of 17.3%
year-on-year, with a return on average equity of 27.1% for 2Q26 and 27.2% for
the half year. Our book value per share grew 24.8% year-on-year to GEL 220.69,
and the Group loan book expanded 23.0% year-on-year in constant currency,
underpinned by the deepening customer relationships and digital engagement
that define our franchises in both markets.

In Georgia, although our franchise has already reached significant scale, it
continues to deepen. Over one million customers now open our app every single
day, up 20.0% year-on-year, and 73% of retail products are sold through
digital channels. When customers are this close to us, the relationship
compounds: we know them better, we lend more confidently, and we earn their
deposits. The result is a loan book growth of 17.1% year-on-year in constant
currency, delivered alongside a strong loan yield and healthy asset quality.

In Armenia, Ameriabank is scaling rapidly. 75.2% of our monthly active
customers are now digitally engaged, up nearly 10 percentage points
year-on-year, with Retail Digital Monthly Active Users surging 47.0%
year-on-year to over 392 thousand individuals. Market share gains continued
across both loans and deposits, and the loan book grew approximately 36.8%
year-on-year in constant currency, well ahead of our target for Armenia.

Together, these two franchises are delivering loan book growth of 23.0%
year-on-year at the Group level (in constant currency), well ahead of our
c.15% blended target, with the cost of credit risk remaining healthy
throughout - a combination that reflects both the quality of what we have
built and the discipline with which we are growing it.

Reflecting our continued financial strength and commitment to delivering value
to shareholders, the Board has today declared a quarterly dividend of GEL 3.05
per share in respect of 2Q26, bringing the cumulative 1H26 dividend to GEL
5.90 per share - up 15.7% year-on-year. The Board has also approved a further
GEL 59.0m share buyback and cancellation programme.

Georgia and Armenia remain among the broader region's fastest-growing and most
prudently managed economies - resilient, underpinned by strong macroeconomic
fundamentals, and increasingly well-connected as the Middle Corridor gains
strategic relevance. We have revised our full-year 2026 real GDP growth
forecast for Georgia upward to 7.5%, reflecting stronger-than-expected
performance in the first half of the year; in Armenia, we anticipate a
stronger second half and forecast full-year growth of 5.5%. Both economies
have demonstrated resilience to the recent escalation in the Middle East,
thanks to their limited direct exposure to the region and well-diversified
sources of external inflows. Financial deepening is ongoing, income
convergence with Central and Eastern European peers continues, and the
large-scale infrastructure investment pipeline in both countries reinforces a
medium-term growth trajectory that extends well beyond near-term forecasts.
Our established presence and market-leading franchises in both markets place
us in an excellent position to benefit.

I want to thank our employees across different countries for their dedication
to the success of our customers and, by extension, the success of the entire
Group.

 

Archil
Gachechiladze

CEO, Lion Finance Group PLC

10 August 2026

 

 

 

 

 

 

 

Our key targets for the medium term remain:
 •    c.15% annual growth of the Group's loan book.
 •    20%+ return on average equity.
 •    30-50% payout ratio (dividends and share buyback and cancellation programme).

Macroeconomic developments: Georgia
Sustained economic growth momentum

Georgia's economy maintained strong growth momentum in the first half of 2026,
with real GDP expanding by 7.9% y-o-y, according to preliminary data, driven
mainly by services and manufacturing. Reflecting stronger-than-expected
first-half performance, we have revised our full-year real GDP growth forecast
upward from 7.0% to 7.5%. The outlook is supported by sustained household
consumption, resilient external inflows, and an expected rebound in public
capital spending.

Ongoing tensions in the Middle East continue to pose downside risks, primarily
through higher energy prices. However, the impact on Georgia's economic
activity has been limited, reflecting low direct exposure to the region and
diversified sources of external inflows. Moreover, Georgia's ample
macroeconomic policy buffers enhance the economy's resilience to potential
shocks.

Strong external flows

External inflows remained solid in 2Q26. The trade deficit continued to narrow
as merchandise exports increased by 17.1% y-o-y, while imports rose only by
5.4% y-o-y. During the same period, international tourism revenues declined
modestly by 3.8% y-o-y, with weaker inflows from the Middle East and South
Asia partially offset by higher arrivals from the EU and neighbouring
countries. Inbound money transfers also remained strong, rising by 8.4% y-o-y,
with the largest contributions from the EU, the US, Russia, and Israel.

Appreciating GEL and record-high international reserves

In the first seven months of 2026, the Georgian Lari (GEL) appreciated by 2.5%
against the US dollar. During the same period, it gained 5.0% against the Euro
and 3.4% against the Pound Sterling. The appreciation of the Georgian Lari was
underpinned by strong external inflows, continued deposit de-dollarisation,
and rising non-resident holdings of Georgian government securities.

The National Bank of Georgia (NBG) stepped up its foreign currency purchases
in mid-2026, lifting international reserves to a record high of USD 7.5
billion at the end of July 2026 (up 50.0% y-o-y). We expect the GEL to remain
broadly stable in the medium term, supported by sound macroeconomic
fundamentals and prudent policies.

Elevated inflation and moderately tight monetary policy

Inflation remained elevated in 2Q26, primarily driven by higher food and fuel
prices. Headline CPI inflation rose to 5.8% y-o-y in June 2026, from 4.3% in
March. Meanwhile, core inflation remained lower, indicating that underlying
price pressures were more contained. We expect headline inflation to average
5.1% in 2026, remaining above the NBG's 3% target before returning to target
next year.

The NBG raised its refinancing rate by 25 bps to 8.25% in May and has kept it
unchanged since then. We expect the central bank to maintain a moderately
tight monetary policy stance throughout 2026 to ensure that inflation
expectations remain well anchored.

Strong fiscal discipline

Georgia's fiscal position remains strong, supported by sustained economic
activity. In 2025, the fiscal deficit narrowed to 1.4% of GDP, reflecting
stronger-than-expected economic growth and lower-than-planned capital
expenditure. The fiscal deficit is budgeted at 2.0% of GDP in 2026, remaining
consistent with fiscal sustainability. The government plans to reduce the
debt-to-GDP ratio further from 34.4% at end-2025 to 33.0% by end-2026. The
successful syndicated issuance of a GEL 400 million government bond in May
underscored strong investor confidence in the country's macroeconomic
stability and policy framework.

Healthy bank lending

The banking sector continues to demonstrate sound fundamentals, high
liquidity, and strong capitalisation. Lending remained broadly in line with
nominal economic activity, expanding by 14.5% y-o-y in 2Q26 on a cc basis,
following growth of 14.9% in the previous quarter. Business and consumer
lending continued to drive credit expansion. Loan dollarisation fell to 41.6%
at end-June 2026, a 0.4pp decline quarter-on-quarter. Deposit dollarisation
also declined further by 2.7pp over the same period to 43.8%.

 

 

More information on the Georgian economy and financial sector can be found at
Galt & Taggart (https://galtandtaggart.com/en) , the Group's investment
banking and brokerage subsidiary.

 

Macroeconomic developments: Armenia
Sustained economic growth

The Armenian economy expanded by 4.0% y-o-y in 1Q26, reflecting a high base
effect in financial services and some moderation in domestic activity ahead of
the June parliamentary elections. Given the slightly weaker-than-expected
first-quarter performance and the impact of Russia's import restrictions on
selected Armenian agricultural products, imposed in stages since late May, we
have revised our full-year 2026 real GDP growth forecast to 5.5% from 6.0%.
Economic activity is expected to be supported by continued growth in services,
ongoing fiscal stimulus, and the planned launch of a new gold mine this year,
which should boost industrial output. The June Parliamentary elections
reaffirmed the incumbent government's mandate, supporting broad policy
continuity, including closer relations with the West.

The impact of Russia's import restrictions on Armenian agricultural products
is expected to be partially offset by proposed trade liberalisation with the
EU and targeted government support measures. The Armenian government has
reaffirmed its commitment to maintaining economic cooperation with Russia and
continued participation in the Eurasian Economic Union. Ongoing tensions in
the Middle East pose additional downside risks. Nevertheless, their impact on
Armenia's economy has remained limited, reflecting the country's low direct
exposure to the region and diversified source of external inflows.

Overall, prudent macroeconomic management and broad policy continuity underpin
Armenia's economic resilience. The medium-term growth outlook also carries
significant upside potential from the historic 2025 peace accord with
Azerbaijan and the normalisation of relations with Türkiye.

Resilient external inflows and strong Dram

Following the previous surge in re-exports of precious metals and stones,
Armenia's external trade continued to normalise, with goods exports declining
by 18.3% y-o-y and imports growing by 2.2% y-o-y in 2Q26. Russia's import
restrictions on selected Armenian agricultural products also weighed on June
exports. Other external inflows remained resilient, supported by strong growth
in non-commercial money transfers (up 19.9% y-o-y) and international tourist
arrivals (up 13.1% y-o-y).

Supported by these inflows and prudent macroeconomic policies, the Armenian
Dram (AMD) appreciated by 4.0% against the US dollar in the first seven months
of 2026. Over the same period, it gained 1.5% against the GEL. The Central
Bank of Armenia (CBA) continued its foreign exchange purchases, increasing
gross international reserves to a record high of USD 6.2 billion at end-July
2026 (up 52.1% y-o-y).

Elevated inflation and neutral monetary stance

Inflation remained elevated in 2Q26, driven mainly by higher food prices.
Headline CPI reached 5.1% y-o-y in June 2026, up from 4.5% in March.
Importantly, inflation expectations appear to remain well anchored, as
reflected in lower inflation for non-food goods and services. The CBA has kept
its policy rate unchanged at 6.5% since the beginning of the year and is
expected to maintain this rate through 2026, reflecting a broadly neutral
monetary policy stance.

Continued fiscal expansion

Fiscal policy is set to remain growth-supportive in 2026, with the deficit
planned to widen to 4.0% of GDP from 3.7% in 2025. Despite higher public
spending, strong tax revenue growth is expected to limit the increase in
government debt to 48.7% of GDP by end-2026, up from 47.2% at end-2025. The
country's IMF Stand-By Arrangement continues to provide an important anchor
for fiscal discipline.

Sound banking sector

The Armenian banking sector remains sound, with strong capital and liquidity
buffers. Bank lending grew by an estimated 22.1% y-o-y in 2Q26 on a cc basis,
following a 21.1% growth in the previous quarter. Consumer and business
lending were the primary drivers of credit expansion. Loan dollarisation in
Armenia increased to 36.1% at end-June 2026 from 35.0% the previous quarter,
largely driven by legal entity loans. Meanwhile, deposit dollarisation
continued to decrease, reaching 42.3%, down 1.1pp q-o-q.

2Q26 and 1H26 unaudited consolidated results*

 

 GEL thousands                              1H26         1H26       1H26       1H26          1H25         1H25       1H25       1H25
 INCOME STATEMENT HIGHLIGHTS                Group        GFS        AFS        Other         Group        GFS        AFS        Other
 Interest income                            3,026,585    2,136,031  816,131    74,423        2,536,548    1,859,625  624,307    52,616
 Interest expense                           (1,317,768)  (940,471)  (336,417)  (40,880)      (1,114,707)  (847,328)  (236,486)  (30,893)
 Net interest income                        1,708,817    1,195,560  479,714    33,543        1,421,841    1,012,297  387,821    21,723
 Net fee and commission income              382,513      312,839    63,065     6,609         302,133      250,466    44,392     7,275
 Net foreign currency gain                  296,377      163,379    78,593     54,405        298,191      174,051    71,870     52,270
 Regulatory-related expenses                (37,590)     (26,906)   (7,181)    (3,503)       (31,600)     (24,835)   (5,400)    (1,365)
 Other expenses                             (4,408)      -          (4,408)    -             (3,144)      -          (3,144)    -
 Net other income                           20,772       6,583      6,205      7,984         29,362       21,965     3,530      3,867
 Net operating income                       2,366,481    1,651,455  615,988    99,038        2,016,783    1,433,944  499,069    83,770
 Salaries and other employee benefits       (513,687)    (290,077)  (187,852)  (35,758)      (453,104)    (245,938)  (177,372)  (29,794)
 Administrative expenses                    (172,765)    (118,217)  (31,048)   (23,500)      (155,328)    (104,197)  (34,086)   (17,045)
 Depreciation, amortisation and impairment  (123,884)    (76,359)   (32,804)   (14,721)      (105,260)    (69,398)   (29,958)   (5,904)
 Other operating expenses                   (5,754)      (2,899)    (2,146)    (709)         (6,994)      (3,707)    (2,612)    (675)
 Operating expenses                         (816,090)    (487,552)  (253,850)  (74,688)      (720,686)    (423,240)  (244,028)  (53,418)
 Profit from associates                     990          990        -          -             736          736        -          -
 Operating income before cost of risk       1,551,381    1,164,893  362,138    24,350        1,296,833    1,011,440  255,041    30,352
 Cost of risk                               (103,300)    (74,067)   (26,639)   (2,594)       (77,709)     (63,838)   (13,940)   69
 Profit before income tax expense           1,448,081    1,090,826  335,499    21,756        1,219,124    947,602    241,101    30,421
 Income tax expense                         (244,288)    (165,755)  (63,026)   (15,507)      (192,813)    (132,683)  (49,796)   (10,334)
 Profit                                     1,203,793    925,071    272,473    6,249         1,026,311    814,919    191,305    20,087

 

 GEL thousands                                       2Q26       2Q25       Change  1Q26       Change      1H26          1H25        Change

                                                                           y-o-y              q-o-q                                 y-o-y
 INCOME STATEMENT HIGHLIGHTS
 Net interest income                                 886,203    727,480    21.8%   822,614    7.7%        1,708,817     1,421,841         20.2%
 Net fee and commission income                       199,871    158,305    26.3%   182,642    9.4%        382,513       302,133           26.6%
 Net foreign currency gain                           166,253    152,597    8.9%    130,124    27.8%       296,377       298,191           -0.6%
 Net other income                                    (19,219)   (16,172)   18.8%   (18,371)   4.6%        (37,590)      (31,600)          19.0%
 Regulatory-related expenses                         (2,334)    (1,722)    35.5%   (2,074)    12.5%       (4,408)       (3,144)           40.2%
 Other expenses                                      10,794     18,077     -40.3%  9,978      8.2%        20,772        29,362            -29.3%
 Net operating income                                1,241,568  1,038,565  19.5%   1,124,913  10.4%       2,366,481     2,016,783         17.3%
 Operating expenses                                  (426,654)  (378,227)  12.8%   (389,436)  9.6%        (816,090)     (720,686)         13.2%
 Profit from associates                              604        465        29.9%   386        56.5%       990           736               34.5%
 Operating income before cost of risk                815,518    660,803    23.4%   735,863    10.8%       1,551,381     1,296,833         19.6%
 Cost of risk                                        (64,460)   (50,796)   26.9%   (38,840)   66.0%       (103,300)     (77,709)          32.9%
 Profit before income tax expense and one-off items  751,058    610,007    23.1%   697,023    7.8%        1,448,081     1,219,124         18.8%
 Income tax expense                                  (132,253)  (96,760)   36.7%   (112,035)  18.0%       (244,288)     (192,813)         26.7%
 Profit                                              618,805    513,247    20.6%   584,988    5.8%        1,203,793     1,026,311         17.3%

 Basic earnings per share                            14.52      11.89      22.1%   13.72      5.8%        28.24         23.70             19.2%
 Diluted earnings per share                          14.39      11.75      22.5%   13.61      5.7%        27.98         23.44             19.4%

 

 BALANCE SHEET HIGHLIGHTS                                     Jun-26      Jun-25      Change y-o-y  Mar-26      Change q-o-q

 Liquid assets                                                18,881,978  16,333,288  15.6%         16,530,688  14.2%
  Cash and cash equivalents                                   5,046,754   4,022,221   25.5%         3,440,364   46.7%
  Amounts due from credit institutions                        3,777,016   3,194,606   18.2%         3,764,046   0.3%
  Investment securities                                       10,058,208  9,116,461   10.3%         9,326,278   7.8%
 Loans to customers, finance lease and factoring receivables  44,429,043  36,530,447  21.6%         41,881,946  6.1%
 Property and equipment                                       622,402     578,502     7.6%          616,135     1.0%
 All remaining assets                                         1,887,116   1,649,833   14.4%         1,953,033   -3.4%
 Total assets                                                 65,820,539  55,092,070  19.5%         60,981,802  7.9%
 Client deposits and notes                                    43,664,753  34,789,736  25.5%         39,699,016  10.0%
 Amounts owed to credit institutions                          7,372,045   8,927,118   -17.4%        7,722,100   -4.5%
  Borrowings from DFIs                                        3,806,066   2,918,362   30.4%         3,545,490   7.3%
  Short-term loans from the National Bank of Georgia          51,302      2,552,236   -98.0%        1,130,502   -95.5%
  Short-term loans from the Central Bank of Armenia           117,552     142,743     -17.6%        135,054     -13.0%
  Loans and deposits from commercial banks                    3,397,125   3,313,777   2.5%          2,911,054   16.7%
 Debt securities issued                                       4,176,271   2,445,652   70.8%         3,298,758   26.6%
 All remaining liabilities                                    1,215,542   1,310,432   -7.2%         1,392,258   -12.7%
 Total liabilities                                            56,428,611  47,472,938  18.9%         52,112,132  8.3%
 Total equity                                                 9,391,928   7,619,132   23.3%         8,869,670   5.9%
 Book value per share                                         220.69      176.81      24.8%         207.82      6.2%

 

 KEY RATIOS                                                          2Q26    2Q25        1Q26        1H26    1H25

 ROAA                                                                3.9%    3.8%        3.9%        3.9%    3.9%
 ROAE                                                                27.1%   27.2%       27.4%       27.2%   27.9%
 Net interest margin                                                 6.3%    6.1%        6.2%        6.3%    6.0%
 Loan yield 1  (#_ftn1)                                              12.3%   12.3%       12.3%       12.3%   12.3%
 Liquid assets yield                                                 5.1%    5.0%        5.2%        5.2%    5.0%
 Cost of funds                                                       5.1%    5.0%        5.1%        5.1%    5.0%
 Cost of client deposits and notes                                   4.4%    4.2%        4.5%        4.5%    4.1%
 Cost of amounts owed to credit institutions                         6.9%    7.4%        6.7%        6.7%    7.6%
 Cost of debt securities issued                                      8.2%    7.4%        8.2%        8.2%    7.5%
 Cost:income ratio                                                   34.4%   36.4%       34.6%       34.5%   35.7%
 NPLs to gross loans                                                 2.1%    1.9%        2.1%        2.1%    1.9%
 NPL coverage ratio                                                  58.4%   63.5%       58.9%       58.4%   63.5%
 NPL coverage ratio adjusted for the discounted value of collateral  119.2%  119.2%      117.2%      119.2%  119.2%
 Cost of credit risk ratio                                           0.6%    0.5%        0.3%        0.5%    0.4%

 

 GEL thousands                                                       Jun-26  Jun-25  Change  Mar-26  Change

 NON-PERFORMING LOANS                                                                y-o-y           q-o-q
 Group (consolidated)
 NPLs to gross loans                                                 2.1%    1.9%            2.1%
 NPL coverage ratio                                                  58.4%   63.5%           58.9%
 NPL coverage ratio adjusted for the discounted value of collateral  119.2%  119.2%          117.2%
 Georgian Financial Services (GFS)
 NPLs to gross loans                                                 2.1%    2.2%            2.0%
 NPL coverage ratio                                                  53.9%   61.7%           56.1%
 NPL coverage ratio adjusted for the discounted value of collateral  117.2%  113.6%          116.0%
 Armenian Financial Services (AFS)
 NPLs to gross loans                                                 2.0%    1.2%            2.0%
 NPL coverage ratio                                                  64.7%   69.6%           62.7%
 NPL coverage ratio adjusted for the discounted value of collateral  123.9%  147.0%          120.8%

* To improve the quality and understandability of its interim condensed
consolidated financial statements, the Group has reviewed and revised the
presentation of certain line items in its condensed consolidated interim
financial statements. Changes to the Consolidated Income Statement have been
made to better present the nature of certain charges and align more with the
industry practice. The changes related to presentation of deposit insurance
fee (from previously presented within net interest income to currently
presented within regulatory-related expenses), certain repair and maintenance
costs (from previously presented within net fee and commission income to
currently presented within administrative expenses), resolution fund
contributions (from previously presented within other operating expenses to
currently presented within regulatory-related expenses), and core banking
expenses (from previously presented within other administrative expenses to
currently presented within other expenses). Comparative amounts have been
reclassified in line with the revised presentation. Management believes that
these reclassifications provide more reliable and relevant information. For
the full details of all reclassifications, including changes to the
Consolidated Statement of Financial Position and Consolidated Statement of
Cash Flows, see Note 3 in the interim condensed consolidated financial
statements.

Returns to shareholders (dividends and share buyback and cancellation programme)
 •    In August 2025, the Board took the decision to move to a quarterly
      distribution schedule, with the Group's total capital repatriation policy
      unchanged at a target payout range of 30-50% of annual Group profits.
      Considering the strong performance of the Group during the second quarter of
      2026 and solid capital levels, today the Board declared an interim dividend of
      GEL 3.05 per ordinary share in respect of the second quarter of 2026, payable
      according to the following timetable:
      •                                         Ex-Dividend Date: 10 September 2026
      •                                         Record Date: 11 September 2026
      •                                         Currency Conversion Date: 11 September 2026
      •                                         Payment Date: 25 September 2026
 •    The NBG's Lari/Pound Sterling average exchange rate for the period of 7
      September to 11 September 2026 will be used as the exchange rate on the
      Currency Conversion Date and will be announced in due course.
 •    In addition, today the Board has approved an extension to the share buyback
      and cancellation programme of GEL 59.0 million.
 •    The previous GEL 55.0 million share buyback and cancellation programme,
      announced on 7 May 2026, has been completed. As a result, the total number of
      voting rights in issue following the cancellation of shares was 43,086,035 as
      at 23 July 2026.

 

 

Business Division results

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 the
investment bank JSC Galt and Taggart. GFS is organised across the following
business segments: Retail Banking (RB), Small and Medium Enterprise (SME)
Banking, Corporate and Investment Banking (CIB), and Corporate Center (CC).

 GEL thousands                              2Q26       2Q25       Changey-o-y  1Q26       Change      1H26       1H25       Change

                                                                                          q-o-q                             y-o-y
 INCOME STATEMENT HIGHLIGHTS
 Interest income                            1,093,652  952,366    14.8%        1,042,379  4.9%        2,136,031  1,859,625  14.9%
 Interest expense                           (477,001)  (429,873)  11.0%        (463,470)  2.9%        (940,471)  (847,328)  11.0%
 Net interest income                        616,651    522,493    18.0%        578,909    6.5%        1,195,560  1,012,297  18.1%
 Net fee and commission income              163,387    130,755    25.0%        149,452    9.3%        312,839    250,466    24.9%
 Net foreign currency gain                  87,425     91,321     -4.3%        75,954     15.1%       163,379    174,051    -6.1%
 Regulatory-related expenses                (13,931)   (12,403)   12.3%        (12,975)   7.4%        (26,906)   (24,835)   8.3%
 Net other income                           3,805      14,990     -74.6%       2,778      37.0%       6,583      21,965     -70.0%
 Net operating income                       857,337    747,156    14.7%        794,118    8.0%        1,651,455  1,433,944  15.2%
 Salaries and other employee benefits       (149,185)  (132,342)  12.7%        (140,892)  5.9%        (290,077)  (245,938)  17.9%
 Administrative expenses                    (66,121)   (55,194)   19.8%        (52,096)   26.9%       (118,217)  (104,197)  13.5%
 Depreciation, amortisation and impairment  (39,411)   (35,610)   10.7%        (36,948)   6.7%        (76,359)   (69,398)   10.0%
 Other operating expenses                   (1,726)    (1,950)    -11.5%       (1,173)    47.1%       (2,899)    (3,707)    -21.8%
 Operating expenses                         (256,443)  (225,096)  13.9%        (231,109)  11.0%       (487,552)  (423,240)  15.2%
 Profit from associates                     604        465        29.9%        386        56.5%       990        736        34.5%
 Operating income before cost of risk       601,498    522,525    15.1%        563,395    6.8%        1,164,893  1,011,440  15.2%
 Cost of risk                               (41,801)   (45,848)   -8.8%        (32,266)   29.6%       (74,067)   (63,838)   16.0%
 Profit before income tax expense           559,697    476,677    17.4%        531,129    5.4%        1,090,826  947,602    15.1%
 Income tax expense                         (86,677)   (66,827)   29.7%        (79,078)   9.6%        (165,755)  (132,683)  24.9%
 Profit                                     473,020    409,850    15.4%        452,051    4.6%        925,071    814,919    13.5%

 

 BALANCE SHEET HIGHLIGHTS                                                          Jun-26  Jun-25      Change  Mar-26      Change

                                                                                                       y-o-y               q-o-q

 Cash and cash equivalents                                          3,324,782              2,108,736   57.7%   2,065,638   61.0%
 Amounts due from credit institutions                               1,767,646              2,339,536   -24.4%  1,881,992   -6.1%
 Investment securities                                              8,454,030              7,527,941   12.3%   7,674,184   10.2%
 Loans to customers, finance lease and factoring receivables        29,164,019             25,306,909  15.2%   28,261,957  3.2%
  Loans to customers, finance lease and factoring receivables, LC   16,858,351             14,594,431  15.5%   16,276,415  3.6%
  Loans to customers, finance lease and factoring receivables, FC   12,305,668             10,712,478  14.9%   11,985,542  2.7%
 Property and equipment                                             522,079                482,933     8.1%    519,438     0.5%
 All remaining assets                                               1,266,464              1,185,218   6.9%    1,257,904   0.7%
 Total assets                                                       44,499,020             38,951,273  14.2%   41,661,113  6.8%
 Client deposits and notes                                          30,553,106             24,979,831  22.3%   27,942,563  9.3%
  Client deposits and notes, LC                                     17,739,423             12,650,370  40.2%   15,178,604  16.9%
  Client deposits and notes, FC                                     12,813,683             12,329,461  3.9%    12,763,959  0.4%
 Amounts owed to credit institutions                                4,157,132              6,512,756   -36.2%  5,025,118   -17.3%
 Debt securities issued                                             2,687,773              1,261,544   113.1%  1,915,124   40.3%
 All remaining liabilities                                          647,503                898,001     -27.9%  791,016     -18.1%
 Total liabilities                                                  38,045,514             33,652,132  13.1%   35,673,821  6.6%
 Total equity                                                       6,453,506              5,299,141   21.8%   5,987,292   7.8%
 Risk-weighted assets (JSC Bank of Georgia standalone)              33,545,361             30,619,266  9.6%    32,923,955  1.9%

 

 KEY RATIOS                                           2Q26   2Q25       1Q26       1H26   1H25

 ROAA                                                 4.4%   4.2%       4.4%       4.4%   4.3%
 ROAE                                                 30.4%  31.1%      31.5%      30.9%  31.6%
 Net interest margin                                  6.4%   6.0%       6.3%       6.3%   5.9%
 Loan yield                                           12.8%  12.7%      12.7%      12.8%  12.6%
  Loan yield, GEL                                     15.5%  15.2%      15.5%      15.5%  15.1%
  Loan yield, FC                                      9.1%   9.2%       8.9%       9.0%   9.2%
 Cost of funds                                        5.3%   5.2%       5.3%       5.3%   5.2%
 Cost of client deposits and notes                    4.7%   4.4%       4.7%       4.7%   4.3%
  Cost of client deposits and notes, GEL              7.5%   7.8%       7.6%       7.5%   7.7%
  Cost of client deposits and notes, FC               1.1%   1.3%       1.2%       1.2%   1.3%
 Cost of time deposits                                7.2%   6.7%       6.9%       7.0%   6.6%
  Cost of time deposits, GEL                          9.7%   10.0%      9.8%       9.7%   10.1%
  Cost of time deposits, FC                           2.3%   2.5%       2.3%       2.3%   2.5%
 Cost of current accounts and demand deposits         2.4%   2.3%       2.9%       2.6%   2.3%
  Cost of current accounts and demand deposits, GEL   4.6%   5.0%       5.3%       5.0%   4.9%
  Cost of current accounts and demand deposits, FC    0.5%   0.4%       0.5%       0.5%   0.5%
 Cost:income ratio                                    29.9%  30.1%      29.1%      29.5%  29.5%
 Cost of credit risk ratio                            0.5%   0.7%       0.4%       0.5%   0.4%

Performance highlights
 •    GFS net operating income grew by 14.7% y-o-y in 2Q26 and 15.2% y-o-y in 1H26,
      driven in both periods by strong net interest income generation complemented
      by net fee and commission income. Q-o-q, net operating income was up 8.0%,
      with net interest income as the primary driver, supported by solid
      contributions from net fee and commission income and net foreign currency
      gains.
 •    Net interest income grew by 18.0% y-o-y in 2Q26, with NIM expanding by 40 bps
      y-o-y to 6.4%, driven by a higher loan yield and increased share of loans in
      interest-earning assets mix. On a half-year basis, net interest income was up
      18.1% y-o-y, with NIM reaching 6.3%, reflecting a 40-bps y-o-y expansion on
      the same drivers.
 •    Net fee and commission income grew by 25.0% y-o-y in 2Q26 and 24.9% y-o-y in
      1H26, partly reflecting a lower comparative base prior to the renegotiation of
      terms with international payment systems; normalised net fee and commission
      income was up 22.3% y-o-y in 2Q26, mainly driven by settlement operations.
 •    Net foreign currency gains declined by 4.3% y-o-y in 2Q26 and 6.1% y-o-y in
      1H26, reflecting a more stable currency rate as well as increased market
      competition.
 •    Operating expenses increased by 13.9% y-o-y in 2Q26 and 15.2% y-o-y in 1H26,
      driven in both periods by higher staff costs, mainly reflecting increased
      salary rates, as well as higher administrative expenses. On a q-o-q basis,
      operating expenses grew by 11.0%, mainly driven by higher administrative
      expenses on the back of elevated marketing and Investor Relations activities
      in the quarter.
 •    Portfolio quality remained healthy. The cost of credit risk ratio stood at
      0.5% in both 2Q26 and 1H26, compared with 0.7% and 0.4% in 2Q25 and 1H25,
      respectively, and 0.4% in 1Q26. Segmental cost of risk was affected by
      methodological changes, reflecting continued enhancements to our risk
      modelling. Excluding this effect, the increase in Retail cost of risk was in
      line with normalisation trends, supported by a growing share of unsecured
      consumer loans within the portfolio, with underlying default trends remaining
      stable. Overall risk parameters remained robust, with cost of risk still below
      the normalised range. The NPL ratio remained broadly stable and stood at 2.1%
      as at 30 June 2026.

Portfolio highlights
                       Portfolio highlights: loans to customers, finance lease and factoring
                       receivables

                       Jun-26      Jun-25              Change  Change y-o-y              Mar-26                       Change          Change q-o-q (constant currency)

                                                       y-o-y   (constant currency)                                    q-o-q
 Total GFS             29,164,019  25,306,909          15.2%   17.1%                     28,261,957                   3.2%            4.2%
 Retail                13,241,289  11,028,623          20.1%   20.8%                     12,678,797                   4.4%            4.8%
  Mortgages            5,486,515   4,754,810           15.4%   16.6%                     5,288,406                    3.7%            4.4%
  Consumer loans       6,772,241   5,517,428           22.7%   23.0%                     6,472,542                    4.6%            4.8%
  Other loans          982,533     756,385             29.9%   30.5%                     917,849                      7.0%            7.0%
 SME                   5,661,126   5,227,172           8.3%    10.1%                     5,511,393                    2.7%            3.7%
 CIB                   10,261,604  9,051,114           13.4%   16.5%                     10,071,767                   1.9%            3.7%

                       Portfolio highlights: customer deposits and notes

                       Jun-26              Jun-25      Change               Change y-o-y              Mar-26          Change          Change q-o-q (constant currency)

                                                       y-o-y                (constant currency)                       q-o-q
 Total GFS             30,553,106          24,979,831  22.3%                24.2%                     27,942,563      9.3%            10.5%
 Retail                17,225,211          15,169,685  13.6%                15.9%                     16,543,701      4.1%            5.5%
 SME                   2,530,747           2,231,309   13.4%                14.8%                     2,402,216       5.4%            6.1%
 CIB                   7,809,469           6,278,743   24.4%                25.7%                     7,963,850       -1.9%           -1.4%
 Corporate Center      3,082,547           1,374,967   124.2%                                         1,118,524       175.6%
 Eliminations          (94,868)            (74,873)    26.7%                                          (85,728)        10.7%

                       Loan portfolio quality: cost of credit risk ratio

                       2Q26                2Q25                             1Q26                                              1H26                       1H25
 Total GFS             0.5%                0.7%                             0.4%                                              0.5%                       0.4%
 Retail                1.3%                0.8%                             0.8%                                              1.0%                       0.5%
 SME                   0.1%                1.1%                             0.6%                                              0.4%                       0.7%
 CIB                   -0.2%               0.6%                             -0.3%                                             -0.2%                      0.4%

                       Loan portfolio quality: NPL ratio

                       Jun-26              Jun-25                           Mar-26
 Total GFS             2.1%                2.2%                             2.0%
 Retail                1.3%                1.5%                             1.3%
 SME                   4.2%                3.6%                             4.2%
 CIB                   2.0%                2.1%                             1.7%
 •          Customer lending growth remained strong, driven primarily by Retail Banking
            and Corporate and Investment Banking, with Small and Medium Enterprise also
            contributing.
            •          Within the Retail Banking segment, consumer lending showed strong growth,
                       rising by 23.0% y-o-y and 4.8% q-o-q in cc. Mortgage lending grew by 16.6%
                       y-o-y and 4.4% q-o-q in cc, now accounting for 41.4% of the retail loan book -
                       below the share of consumer loans at 51.1%. Robust lending expansion has been
                       underpinned by increasing active customer base, as well as strong household
                       disposable income growth, which has averaged 11% over the past two years.
 •          Client deposits and notes grew strongly across all segments. The y-o-y growth
            was also elevated by a significant increase in the Ministry of Finance
            deposits within the Corporate Center; excluding the Ministry of Finance
            deposits, client deposits grew by 18.4% y-o-y and 3.5% q-o-q in cc. As at 30
            June 2026, current & demand deposits accounted for 50.5%, and time
            deposits accounted for 49.5% of the total deposit portfolio, respectively.
            Notably, the share of GEL deposits in total deposits increased significantly
            y-o-y from 50.6% to 58.1% (54.3% as at 31 March 2026).

Liquidity
                                                            Jun-26  Jun-25  Mar-26
 IFRS-based NBG Liquidity Coverage Ratio (Bank of Georgia)  152.0%  125.9%  140.0%
 IFRS-based NBG Net Stable Funding Ratio (Bank of Georgia)  132.9%  127.4%  130.3%

Both Bank of Georgia's Liquidity Coverage Ratio (LCR) and Net Stable Funding
Ratio (NSFR) were well above the regulatory minimum requirements of 100%.

Capital position

Bank of Georgia maintains solid levels of capital, with all ratios comfortably
above the minimum regulatory requirements. The movement in capital adequacy
ratios in 2Q26 and the potential impact of a 10% devaluation of GEL are as
follows:

                          31 Mar  2Q26     Business growth  Currency impact  Dividend payment  Tier 1- Tier 2  30 Jun              Min requirement  Buffer above min requirement      Potential impact

                          2026    profit                                                                       2026                                                                   of a 10% GEL devaluation

 CET 1 capital adequacy   17.9%   1.6%     -0.6%            0.2%             -0.9%             0.0%            18.2%               15.5%            2.7%             -0.7%
 Tier 1 capital adequacy  20.8%   1.6%     -0.6%            0.1%             -0.9%             0.0%            21.0%               17.6%            3.4%             -0.6%
 Total capital adequacy   22.2%   1.6%     -0.6%            0.1%             -0.9%             0.3%            22.7%               20.5%            2.2%             -0.5%

 

 

Armenian Financial Services (AFS)
 GEL thousands                              2Q26       2Q25       Change  1Q26       Change      1H26       1H25       Change

                                                                  y-o-y              q-o-q                             y-o-y
 INCOME STATEMENT HIGHLIGHTS
 Interest income                            427,449    318,383    34.3%   388,682    10.0%       816,131    624,307    30.7%
 Interest expense                           (176,800)  (123,510)  43.1%   (159,617)  10.8%       (336,417)  (236,486)  42.3%
 Net interest income                        250,649    194,873    28.6%   229,065    9.4%        479,714    387,821    23.7%
 Net fee and commission income              33,070     23,901     38.4%   29,995     10.3%       63,065     44,392     42.1%
 Net foreign currency gain                  45,158     37,852     19.3%   33,435     35.1%       78,593     71,870     9.4%
 Regulatory-related expenses                (3,501)    (2,633)    33.0%   (3,680)    -4.9%       (7,181)    (5,400)    33.0%
 Other expenses                             (2,334)    (1,722)    35.5%   (2,074)    12.5%       (4,408)    (3,144)    40.2%
 Net other income                           2,635      380        NMF     3,570      -26.2%      6,205      3,530      75.8%
 Net operating income                       325,677    252,651    28.9%   290,311    12.2%       615,988    499,069    23.4%
 Salaries and other employee benefits       (94,457)   (91,576)   3.1%    (93,395)   1.1%        (187,852)  (177,372)  5.9%
 Administrative expenses                    (15,720)   (17,372)   -9.5%   (15,328)   2.6%        (31,048)   (34,086)   -8.9%
 Depreciation, amortisation and impairment  (16,921)   (15,404)   9.8%    (15,883)   6.5%        (32,804)   (29,958)   9.5%
 Other operating expenses                   (1,477)    (938)      57.5%   (669)      120.8%      (2,146)    (2,612)    -17.8%
 Operating expenses                         (128,575)  (125,290)  2.6%    (125,275)  2.6%        (253,850)  (244,028)  4.0%
 Operating income before cost of risk       197,102    127,361    54.8%   165,036    19.4%       362,138    255,041    42.0%
 Cost of risk                               (20,835)   (5,767)    NMF     (5,804)    NMF         (26,639)   (13,940)   91.1%
 Profit before income tax expense           176,267    121,594    45.0%   159,232    10.7%       335,499    241,101    39.2%
 Income tax expense                         (33,222)   (25,803)   28.8%   (29,804)   11.5%       (63,026)   (49,796)   26.6%
 Profit                                     143,045    95,791     49.3%   129,428    10.5%       272,473    191,305    42.4%

 

 BALANCE SHEET HIGHLIGHTS                                           Jun-26      Jun-25      Change y-o-y  Mar-26      Change q-o-q
 Cash and cash equivalents                                          917,342     1,271,871   -27.9%        694,989     32.0%
 Amounts due from credit institutions                               1,985,807   831,897     138.7%        1,851,418   7.3%
 Investment securities                                              1,509,156   1,463,753   3.1%          1,509,123   0.0%
 Loans to customers, finance lease and factoring receivables        14,041,531  10,341,990  35.8%         12,551,342  11.9%
  Loans to customers, finance lease and factoring receivables, LC   7,727,439   5,999,058   28.8%         7,026,474   10.0%
  Loans to customers, finance lease and factoring receivables, FC   6,314,092   4,342,932   45.4%         5,524,868   14.3%
 Property and equipment                                             81,805      79,912      2.4%          78,479      4.2%
 All remaining assets                                               487,375     365,377     33.4%         567,237     -14.1%
 Total assets                                                       19,023,016  14,354,800  32.5%         17,252,588  10.3%
 Client deposits and notes                                          11,444,050  8,379,668   36.6%         10,188,812  12.3%
  Client deposits and notes, LC                                     6,933,631   4,772,660   45.3%         6,190,453   12.0%
  Client deposits and notes, FC                                     4,510,419   3,607,008   25.0%         3,998,359   12.8%
 Amounts owed to credit institutions                                3,204,987   2,430,196   31.9%         2,648,168   21.0%
 Debt securities issued                                             1,440,017   1,171,408   22.9%         1,370,433   5.1%
 All remaining liabilities                                          403,206     403,860     -0.2%         550,056     -26.7%
 Total liabilities                                                  16,492,260  12,385,132  33.2%         14,757,469  11.8%
 Total equity                                                       2,530,756   1,969,668   28.5%         2,495,119   1.4%
 Risk-weighted assets (Ameriabank CJSC standalone)                  16,475,510  13,200,273  24.8%         16,818,447  -2.0%

 

 KEY RATIOS                                           2Q26   2Q25       1Q26           1H26   1H25

 ROAA                                                 3.2%   2.8%       3.1%           3.1%   2.9%
 ROAE                                                 23.1%  20.1%      21.8%          22.5%  20.6%
 Net interest margin                                  6.0%   6.5%       6.0%           6.0%   6.6%
 Loan yield                                           11.3%  11.5%      11.3%          11.3%  11.5%
  Loan yield, AMD                                     13.6%  13.9%      14.1%          13.8%  13.8%
  Loan yield, FC                                      8.4%   8.1%       7.6%           8.0%   8.2%
 Cost of funds                                        4.6%   4.4%       4.6%           4.6%   4.3%
 Cost of client deposits and notes                    3.9%   3.5%       3.9%           3.9%   3.3%
  Cost of client deposits and notes, AMD              5.4%   5.1%       5.4%           5.4%   4.8%
  Cost of client deposits and notes, FC               1.6%   1.4%       1.6%           1.6%   1.4%
 Cost of time deposits                                6.7%   6.1%       6.7%           6.8%   5.9%
  Cost of time deposits, AMD                          9.3%   9.7%       9.4%           9.4%   9.4%
  Cost of time deposits, FC                           2.9%   2.3%       2.9%           2.9%   2.4%
 Cost of current accounts and demand deposits         1.7%   1.6%       1.6%           1.7%   1.6%
  Cost of current accounts and demand deposits, AMD   2.5%   2.3%       2.4%           2.4%   2.2%
  Cost of current accounts and demand deposits, FC    0.5%   0.6%       0.5%           0.5%   0.6%
 Cost:income ratio                                    39.5%  49.6%      43.2%          41.2%  48.9%
 Cost of credit risk ratio                            0.6%   0.3%       0.2%           0.4%   0.2%

Performance highlights
 •    AFS net operating income grew by 28.9% y-o-y in 2Q26, and 23.4% y-o-y in 1H26,
      driven in both periods by strong net interest income generation complemented
      by positive contributions from net fee and commission income and net foreign
      currency gains.
 •    NIM stood at 6.0% in 2Q26, flat q-o-q, on the back of stable loan yield and
      cost of funds. The y-o-y contraction of 50 bps in 2Q26 reflected higher cost
      of funds on the back of AT1 issuances and higher cost of deposits, coupled
      with a modest decline in loan yield amid competitive pressures on LC lending.
 •    Net fee and commission income grew by 38.4% y-o-y in 2Q26 and 42.1% y-o-y in
      1H26. 1H26 included advisory fees (GEL 2.3m in 2Q26 and GEL 5.5m in 1Q26) and
      currency conversion fees which were reclassified from net foreign currency
      gains to align with Group accounting policies (GEL 2.6m in 2Q26 and GEL 2.0m
      in 1Q26), neither of which were present in the 2Q25 and 1H25 comparison
      periods. Excluding these items, net fee and commission income grew by 17.9%
      y-o-y in 2Q26 and 14.2% y-o-y in 1H26, mainly reflecting income from payments
      business as well as trade finance operations.
 •    Net foreign currency gains grew by 19.3% y-o-y in 2Q26 and 9.4% y-o-y in 1H26,
      primarily driven by increased dealing turnover across both corporate and
      retail transactions.
 •    Operating expenses increased by 2.6% y-o-y in 2Q26 and by 4.0% y-o-y in 1H26;
      Figures in the prior year included management retention bonus, which elevated
      expenses in 1Q25 and 2Q25. Adjusting for this effect, operating expenses were
      up 13.5% and 15.5% y-o-y in 2Q26 and 1H26, respectively, reflecting continued
      investments in technology and talent to support business growth.
 •    Excluding the above-mentioned effect on prior year's operating expenses,
      profit growth would have been 32.7% and 26.4% y-o-y in 2Q26 and 1H26,
      respectively.
 •    Overall portfolio quality remained healthy, with some normalisation of cost of
      risk observed in retail.

Portfolio highlights
 2  (#_ftn2)

            Portfolio highlights: loans to customers, finance lease and factoring
            receivables

            Jun-26                             Jun-25                Change                Change y-o-y              Mar-26                     Change     Change q-o-q (constant currency)

                                                                     y-o-y                 (constant currency)                                  q-o-q
 Total AFS                        14,041,531   10,341,990            35.8%                 36.8%                     12,551,342                 11.9%      12.3%
 Retail                           5,950,290    4,647,775             28.0%                 26.8%                     5,489,135                  8.4%       7.9%
 Mortgages                         3,119,359    2,541,329            22.7%                 21.4%                     2,821,132                  10.6%      9.9%
 Consumer loans                    2,139,962    1,523,828            40.4%                 39.0%                     2,002,157                  6.9%       6.3%
 Retail SME                        690,969      582,618              18.6%                 18.7%                     665,846                    3.8%       4.0%
 Corporate                        8,091,241    5,694,215             42.1%                 44.9%                     7,062,207                  14.6%      15.7%

                                  Portfolio highlights: customer deposits and notes

            Jun-26                                        Jun-25                Change                  Change y-o-y              Mar-26        Change     Change q-o-q (constant currency)

                                                                                y-o-y                   (constant currency)                     q-o-q
 Total AFS              11,444,050                         8,379,668            36.6%                   37.1%                      10,188,812   12.3%      12.5%
 Retail                 6,242,532                          4,561,788            36.8%                   38.0%                      5,531,736    12.8%      13.3%
 Corporate              5,201,518                          3,817,880            36.2%                   36.0%                      4,657,076    11.7%      11.5%

            Loan portfolio quality: cost of credit risk ratio

            2Q26                                          2Q25                                          1Q26                                    1H26       1H25
 Total AFS  0.6%                                          0.3%                                          0.2%                                    0.4%       0.2%
 Retail     1.0%                                          0.8%                                          0.6%                                    1.1%       0.4%
 Corporate  0.3%                                          -0.2%                                         -0.1%                                   0.1%       0.1%

            Loan portfolio quality: NPL ratio

            Jun-26                                        Jun-25                                        Mar-26
 Total AFS  2.0%                                          1.2%                                          2.0%
 Retail     3.9%                                          1.1%                                          3.6%
 Corporate  0.6%                                          1.3%                                          0.7%

 
 •    Customer loans grew strongly by 36.8% y-o-y and 12.3% q-o-q in cc, with
      broad-based growth across both Corporate and Retail segments. Corporate loans
      grew 44.9% y-o-y and 15.7% q-o-q in cc, supported in part by strong demand
      associated with large-scale investment and infrastructure activity in Armenia.
      Within the Retail portfolio, consumer loans maintained the strongest growth
      trajectory, posting 39.0% y-o-y and 6.3% q-o-q growth in cc. Mortgage lending
      grew by 21.4% y-o-y and 9.9% q-o-q in cc, now representing 52.4% of the total
      retail loan book. Ameriabank strengthened its market leadership, with its
      lending share rising to 22.9% as at 30 June 2026 (#1 position), up 1.7pp y-o-y
      and 0.9pp q-o-q.
 •    Client deposits and notes also grew strongly, rising by 37.1% y-o-y and 12.5%
      q-o-q in cc. The share of current account and demand deposits remained broadly
      stable y-o-y at 58.3% of the total deposit base, while increasing on a
      quarterly basis (58.4% as at 30 June 2025 and 55.1% as at 31 March 2026). The
      bank's deposit market share (including local bonds) expanded by 1.1pp y-o-y to
      reach 20.2% as at 30 June 2026 (#2 position) (+0.6pp q-o-q).
 •    AFS maintained a diversified funding structure with customer deposits and
      local debt securities representing 78.1% 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 97.8% as at 30 June
      2026.
 •    The y-o-y uptick in the Retail NPL ratio partly reflects a change in write-off
      policy introduced in 3Q25, whereby write-off timelines were refined by loan
      type based on actual recovery statistics, rather than a uniform 270-day
      threshold applied across all loans.

Liquidity
 •    Ameriabank has maintained a strong liquidity position, with CBA LCR at 180.0%
      and CBA NSFR at 126.0% as at 30 June 2026, well above the minimum regulatory
      requirements of 100%.

Capital position
 •                           As at 30 June 2026, Ameriabank's CET 1, Tier 1, and Total capital ratios stood
                             at 14.0%, 15.6%, and 18.6%, respectively, all above the minimum requirements
                             of 12.0%, 14.1%, and 16.8%, respectively.

                             In February 2026, Ameriabank successfully placed inaugural 8.5% USD 50m
                             Additional Tier 1 capital notes. In May 2026, Ameriabank successfully
                             completed the placement of a second USD 50m tranche of Additional Tier 1
                             capital notes at an 8.0% coupon. Together, these issuances have enabled
                             Ameriabank to make its first-ever dividend distribution to the Group in the
                             amount of GEL 157m, net of tax.

                             CBA has adopted Basel III treatment for lowering risk weights for SME loans
                             effective 13 April 2026. This change resulted in one-off positive impact on
                             capital ratios from regulatory changes.

                             On 28 July 2026, the Board of the Central Bank of Armenia decided to raise the
                             countercyclical capital buffer from 1.75% to 2.00% of risk-weighted assets,
                             with the new rate effective February 1, 2027.
                             31 Mar 2026  2Q26 profit  Business growth  Currency impact  Dividend payment  Regulatory changes  Tier1-Tier2            30 Jun 2026

                                                                                                                                             Other                                 Minimum requirement   Buffer above min requirement   Potential impact of a 10% AMD devaluation

 CET 1 capital adequacy      14.1%        0.7%         -1.0%            0.1%             -1.1%             1.2%                0.0%         0.0%      14.0%                        12.0%                 2.0%                           -0.6%
 Tier 1 capital adequacy     14.9%        0.7%         -1.2%            0.2%             -1.1%             1.3%                0.8%         0.0%      15.6%                        14.1%                 1.5%                           -0.5%
 Total capital adequacy      17.9%        0.7%         -1.4%            0.1%             -1.1%             1.6%                0.8%         0.0%      18.6%                        16.8%                 1.8%                           -0.5%

 

 

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.

 GEL thousands                              2Q26      2Q25      Change  1Q26      Change      1H26      1H25      Change

                                                                y-o-y             q-o-q                           y-o-y
 INCOME STATEMENT HIGHLIGHTS
 Interest income                            39,362    28,392    38.6%   35,061    12.3%       74,423    52,616    41.4%
 Interest expense                           (20,459)  (18,278)  11.9%   (20,421)  0.2%        (40,880)  (30,893)  32.3%
 Net interest income                        18,903    10,114    86.9%   14,640    29.1%       33,543    21,723    54.4%
 Net fee and commission income              3,414     3,649     -6.4%   3,195     6.9%        6,609     7,275     -9.2%
 Net foreign currency gain                  33,670    23,424    43.7%   20,735    62.4%       54,405    52,270    4.1%
 Regulatory-related expenses                (1,787)   (1,136)   57.3%   (1,716)   4.1%        (3,503)   (1,365)   156.6%
 Net other income                           4,354     2,707     60.8%   3,630     19.9%       7,984     3,867     106.5%
 Net operating income                       58,554    38,758    51.1%   40,484    44.6%       99,038    83,770    18.2%
 Salaries and other employee benefits       (17,968)  (16,111)  11.5%   (17,790)  1.0%        (35,758)  (29,794)  20.0%
 Administrative expenses                    (12,786)  (8,318)   53.7%   (10,714)  19.3%       (23,500)  (17,045)  37.9%
 Depreciation, amortisation and impairment  (10,502)  (3,079)   NMF     (4,219)   148.9%      (14,721)  (5,904)   149.3%
 Other operating expenses                   (380)     (333)     14.1%   (329)     15.5%       (709)     (675)     5.0%
 Operating expenses                         (41,636)  (27,841)  49.5%   (33,052)  26.0%       (74,688)  (53,418)  39.8%
 Operating income before cost of risk       16,918    10,917    55.0%   7,432     127.6%      24,350    30,352    -19.8%
 Cost of risk                               (1,824)   819       NMF     (770)     136.9%      (2,594)   69        NMF
 Profit before income tax expense           15,094    11,736    28.6%   6,662     126.6%      21,756    30,421    -28.5%
 Income tax expense                         (12,354)  (4,130)   199.1%  (3,153)   NMF         (15,507)  (10,334)  50.1%
 Profit                                     2,740     7,606     -64.0%  3,509     -21.9%      6,249     20,087    -68.9%

 

 BALANCE SHEET HIGHLIGHTS                                     Jun-26     Jun-25     Change  Mar-26     Change

                                                                                    y-o-y              q-o-q

 Cash and cash equivalents                                    804,630    641,614    25.4%   679,737    18.4%
 Amounts due from credit institutions                         23,563     23,173     1.7%    30,636     -23.1%
 Investment securities                                        95,022     124,767    -23.8%  142,971    -33.5%
 Loans to customers, finance lease and factoring receivables  1,223,493  881,548    38.8%   1,068,647  14.5%
 Property and equipment                                       18,518     15,657     18.3%   18,218     1.6%
 All remaining assets                                         133,277    99,238     34.3%   127,892    4.2%
 Total assets                                                 2,298,503  1,785,997  28.7%   2,068,101  11.1%
 Client deposits and notes                                    1,667,597  1,430,237  16.6%   1,567,641  6.4%
 Amounts owed to credit institutions                          9,926      (15,834)   NMF     48,814     -79.7%
 Debt securities issued                                       48,481     12,700     NMF     13,201     NMF
 All remaining liabilities                                    164,833    8,571      NMF     51,186     NMF
 Total liabilities                                            1,890,837  1,435,674  31.7%   1,680,842  12.5%
 Total equity                                                 407,666    350,323    16.4%   387,259    5.3%

 

 •    Net operating income grew by 51.1% y-o-y in 2Q26 and 18.2% y-o-y in 1H26. Net
      foreign currency gains were a strong contributor to 2Q26 y-o-y growth, driven
      by expanded FX activity at BNB. Net interest income grew strongly in both 2Q26
      and 1H26, supported by NIM expansion at BNB, reflecting higher loan yields
      alongside a declining cost of deposits, the latter benefiting from a more
      favourable rate environment.
 •    Operating expenses were up 49.5% and 39.8% y-o-y in 2Q26 and 1H26,
      respectively. The primary driver was depreciation, amortisation and impairment
      charges, which included an impairment of goodwill associated with one of
      Digital Area's smaller business units (e-commerce delivery platform). Growth
      in administrative expenses also contributed to total expense growth, partly
      due to higher consulting costs. Excluding these two items, operating expenses
      would have been up 19.5% y-o-y in 2Q26 and up 24.1% y-o-y in 1H26.
 •    The effective tax rate increased y-o-y, reflecting an additional tax charge on
      dividends received from Ameriabank recognised in 2Q26.
 •    BNB's capital ratios, calculated in accordance with the National Bank of the
      Republic of Belarus' standards, were above the minimum requirements as at 30
      June 2026: Tier 1 capital adequacy ratio at 10.1% (minimum requirement of
      7.0%) and Total capital adequacy ratio at 13.9% (minimum requirement of
      12.5%).

 

 

Unaudited consolidated financial information
 GEL thousands                                                         2Q26       2Q25       Change y-o-y  1Q26       Change q-o-q          1H26            1H25            Change y-o-y
 INCOME STATEMENT HIGHLIGHTS
 Interest income                                                       1,560,463  1,299,141  20.1%         1,466,122  6.4%                  3,026,585       2,536,548       19.3%
 Interest expense                                                      (674,260)  (571,661)  17.9%         (643,508)  4.8%                  (1,317,768)     (1,114,707)     18.2%
 Net interest income                                                   886,203    727,480    21.8%         822,614    7.7%                  1,708,817       1,421,841       20.2%
 Fee and commission income                                             340,356    264,321    28.8%         306,949    10.9%                 647,305         513,647         26.0%
 Fee and commission expense                                            (140,485)  (106,016)  32.5%         (124,307)  13.0%                 (264,792)       (211,514)       25.2%
 Net fee and commission income                                         199,871    158,305    26.3%         182,642    9.4%                  382,513         302,133         26.6%
 Net foreign currency gain                                             166,253    152,597    8.9%          130,124    27.8%                 296,377         298,191         -0.6%
 Regulatory-related expenses                                           (19,219)   (16,172)   18.8%         (18,371)   4.6%                  (37,590)        (31,600)        19.0%
 Other expenses                                                        (2,334)    (1,722)    35.5%         (2,074)    12.5%                 (4,408)         (3,144)         40.2%
 Net other income                                                      10,794     18,077     -40.3%        9,978      8.2%                  20,772          29,362          -29.3%
 Net operating income                                                  1,241,568  1,038,565  19.5%         1,124,913  10.4%                 2,366,481       2,016,783       17.3%
 Salaries and other employee benefits                                  (261,610)  (240,029)  9.0%          (252,077)  3.8%                  (513,687)       (453,104)       13.4%
 Administrative expenses                                               (94,627)   (80,884)   17.0%         (78,138)   21.1%                 (172,765)       (155,328)       11.2%
 Depreciation, amortisation and impairment                             (66,834)   (54,093)   23.6%         (57,050)   17.1%                 (123,884)       (105,260)       17.7%
 Other operating expenses                                              (3,583)    (3,221)    11.2%         (2,171)    65.0%                 (5,754)         (6,994)         -17.7%
 Operating expenses                                                    (426,654)  (378,227)  12.8%         (389,436)  9.6%                  (816,090)       (720,686)       13.2%
 Profit from associates                                                604        465        29.9%         386        56.5%                 990             736             34.5%
 Operating income before cost of risk                                  815,518    660,803    23.4%         735,863    10.8%                 1,551,381       1,296,833       19.6%
 Expected credit loss on loans to customers and factoring receivables  (62,174)   (47,190)   31.8%         (34,758)   78.9%                 (96,932)        (64,669)        49.9%
 Expected credit loss on finance lease receivables                     1,142      (418)      NMF           666        71.5%                 1,808           (627)           NMF
 Other expected credit loss and impairment charge on other assets and  (3,428)    (3,188)    7.5%          (4,748)    -27.8%                (8,176)         (12,413)        -34.1%
 provisions
 Cost of risk                                                          (64,460)   (50,796)   26.9%         (38,840)   66.0%                 (103,300)       (77,709)        32.9%
 Profit before income tax expense                                      751,058    610,007    23.1%         697,023    7.8%                  1,448,081       1,219,124       18.8%
 Income tax expense                                                    (132,253)  (96,760)   36.7%         (112,035)  18.0%                 (244,288)       (192,813)       26.7%
 Profit                                                                618,805    513,247    20.6%         584,988    5.8%                  1,203,793       1,026,311       17.3%

 Attributable to:
 - shareholders of the Group                                            618,800    513,286   20.6%          584,973   5.8%                   1,203,773       1,024,421      17.5%
 - non-controlling interests                                            5          (39)      NMF            15        -66.7%                 20              1,890          -98.9%

 Basic earnings per share                                               14.52      11.89     22.1%          13.72     5.8%                   28.24           23.70          19.2%
 Diluted earnings per share                                             14.39      11.75     22.5%          13.61     5.7%                   27.98           23.44          19.4%

 

 GEL thousands                                                           Jun-26      Jun-25               Mar-26      Change

                                                                                                 Change               q-o-q

                                                                                                 y-o-y
 BALANCE SHEET HIGHLIGHTS
 Cash and cash equivalents                                               5,046,754   4,022,221   25.5%    3,440,364   46.7%
 Amounts due from credit institutions                                    3,777,016   3,194,606   18.2%    3,764,046   0.3%
 Investment securities                                                   9,737,554   7,944,799   22.6%    9,078,699   7.3%
 Investment securities pledged under sale and repurchase agreements and  320,654     1,171,662   -72.6%   247,579     29.5%
 securities lending
 Loans to customers, finance lease and factoring receivables             44,429,043  36,530,447  21.6%    41,881,946  6.1%
 Prepayments                                                             160,538     103,759     54.7%    161,586     -0.6%
 Foreclosed assets                                                       405,131     342,565     18.3%    382,441     5.9%
 Right-of-use assets                                                     327,471     291,445     12.4%    323,191     1.3%
 Investment properties                                                   98,261      131,080     -25.0%   102,078     -3.7%
 Property and equipment                                                  622,402     578,502     7.6%     616,135     1.0%
 Goodwill                                                                35,488      41,253      -14.0%   41,253      -14.0%
 Intangible assets                                                       402,750     338,794     18.9%    389,142     3.5%
 Income tax assets                                                       55          2,253       -97.6%   207         -73.4%
 Other assets                                                            447,670     383,771     16.7%    539,097     -17.0%
 Assets held for sale                                                    9,752       14,913      -34.6%   14,038      -30.5%
 Total assets                                                            65,820,539  55,092,070  19.5%    60,981,802  7.9%
 Client deposits and notes                                               43,664,753  34,789,736  25.5%    39,699,016  10.0%
 Amounts owed to credit institutions                                     7,372,045   8,927,118   -17.4%   7,722,100   -4.5%
 Debt securities issued                                                  4,176,271   2,445,652   70.8%    3,298,758   26.6%
 Lease liability                                                         359,831     304,559     18.1%    339,316     6.0%
 Accruals and deferred income                                            239,749     249,568     -3.9%    277,532     -13.6%
 Income tax liabilities                                                  165,531     116,575     42.0%    195,988     -15.5%
 Other liabilities                                                       450,431     639,730     -29.6%   579,422     -22.3%
 Total liabilities                                                       56,428,611  47,472,938  18.9%    52,112,132  8.3%
 Share capital                                                           1,419       1,445       -1.8%    1,423       -0.3%
 Additional paid-in capital                                              613,014     477,694     28.3%    561,529     9.2%
 Treasury shares                                                         (18)        (28)        -35.7%   (18)        0.0%
 Capital redemption reserve                                              199         173         15.0%    196         1.5%
 Other reserves                                                          165,355     47,442      NMF      158,589     4.3%
 Retained earnings                                                       8,609,880   7,090,940   21.4%    8,145,881   5.7%
 Total equity attributable to shareholders of the Group                  9,389,849   7,617,666   23.3%    8,867,600   5.9%
 Non-controlling interests                                               2,079       1,466       41.8%    2,070       0.4%
 Total equity                                                            9,391,928   7,619,132   23.3%    8,869,670   5.9%
 Total liabilities and equity                                            65,820,539  55,092,070  19.5%    60,981,802  7.9%
 Book value per share                                                    220.69      176.81      24.8%    207.82      6.2%

 

 

Non-financial information
Customer engagement
                                                          Jun-26     Jun-25     Change y-o-y  Mar-26     Change q-o-q
 Retail (thousands):
 Monthly active customers:
     Bank of Georgia (standalone)                          2,275.3    2,077.5   9.5%           2,233.2   1.9%
     Ameriabank (standalone)                               521.5      407.9     27.9%          495.7     5.2%
 Digital MAU:
     Bank of Georgia (standalone)                          1,922.1    1,696.2   13.3%          1,868.3   2.9%
     Ameriabank (standalone)                               392.1      266.7     47.0%          362.4     8.2%
 Digital DAU:
     Bank of Georgia (standalone)                         1,049.4     874.4     20.0%          984.9     6.5%
     Ameriabank (standalone)                               174.2      110.0     58.3%          160.2     8.8%
 Share of products sold through retail digital channels:
      Bank of Georgia (standalone)                        73%        69%                      71%

                                                          Jun-26     Jun-25     Change y-o-y  Mar-26     Change q-o-q
 Businesses (thousands):
 Monthly active customers:
     Bank of Georgia (standalone)                          136.4      122.3     11.6%          129.8     5.1%
     Ameriabank (standalone)                               41.4       36.1      14.7%          40.3      2.7%
 Digital MAU:
     Bank of Georgia (standalone)                          114.8     100.0      14.7%          108.4     5.9%
     Ameriabank (standalone)                               33.8       28.1      20.3%          32.8      3.0%

Payments business
 Bank of Georgia (standalone)                   Jun-26   Jun-25   Change y-o-y  Mar-26   Change q-o-q

 Payment MAU - retail (issuing) (thousands)     1,710.4  1,528.6  11.9%         1,668.3  2.5%
 Market share in acquiring volumes 3  (#_ftn3)  56.7%    55.9%                  56.9%
 Active merchants (thousands)                   28.8     25.4     13.3%         26.7     7.9%

 

                                                         2Q26   2Q25   Change y-o-y  1Q26   Change q-o-q

 Volume of payment transactions (acquiring)3(millions):  6,524  5,431  20.1%         5,788  12.7%

 Bank of Georgia (standalone)
     POS                                                 4,173  3,452  20.9%         3,563  17.1%
    E-comm                                               2,351  1,979  18.8%         2,225  5.7%

Additional information
                         Jun-26    Jun-25    Change y-o-y  Mar-26   Change q-o-q
 Employees (period-end)
 Bank of Georgia          8,639     8,325    3.8%           8,708   -0.8%
 Ameriabank               2,452     2,205    11.2%          2,442   0.4%
 Other                    2,252     2,173    3.6%          2,359    -4.5%
 Group                    13,343    12,703   5.0%          13,509   -1.2%

 

 Branch-network                 Jun-26  Jun-25  Change y-o-y  Mar-26  Change q-o-q

 Bank of Georgia                206     187     10.2%         205     0.5%
 Of which:
     Full-scale branches         115     99     16.2%         109     5.5%
     Transactional branches      91      88     3.4%          96      -5.2%
 Ameriabank                      30      26     15.4%         29      3.4%

 

 FX rates                                Jun-26  Jun-25    Mar-26

 GEL/USD exchange rate (period-end)       2.65    2.72      2.70
 GEL/GBP exchange rate (period-end)       3.50    3.74      3.57
 GEL/1000AMD exchange rate (period-end)   7.18    7.07      7.12

 

 Shares outstanding                        Jun-26        Jun-25        Change y-o-y  Mar-26        Change q-o-q

 Ordinary shares outstanding (period-end)   42,547,127    43,083,953   -1.2%          42,669,622   -0.3%
 Treasury shares outstanding (period-end)   568,307       827,573      -31.3%         554,307      2.5%
 Total shares outstanding (period-end)      43,115,434    43,911,526   -1.8%          43,223,929   -0.3%

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 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 contributed to increased
volatility in global energy markets and disruptions to regional transport
routes. In June 2026, the United States and Iran signed an interim memorandum
of understanding aimed at ending the conflict. However, implementation quickly
broke down, with both sides accusing each other of violating the agreement and
resuming military operations. As a result, uncertainty surrounding the
duration and scale of the conflict 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, sustained high 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, continued political uncertainty
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.

The June 2026 parliamentary election in Armenia was held amid elevated
tensions with Russia. Ahead of the election, Russian authorities imposed
temporary import restrictions on several Armenian agricultural products. In
addition, Russian officials stated that Armenia's aspirations for closer
integration with the European Union were incompatible with its membership in
the Russian-led Eurasian Economic Union. Moscow also warned that it could
reconsider the supply of oil and natural gas to Armenia on concessional terms
if Armenia continued pursuing closer ties with the EU. Following his ruling
party's convincing election victory, Armenia's Prime Minister expressed his
intention to normalise relations with Russia while maintaining Armenia's
current foreign policy course. The heightened tensions with Russia could
adversely affect external inflows, investor sentiment, and overall economic
activity in Armenia.

The proximity of Georgia and Armenia to Russia presents heightened sanctions
evasion risks. 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 on page 23.

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 July 2026) requires loans
up to one million GEL 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 0.5% for the six months ended 30 June 2026 (1H25:
0.4%)

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.

Dedicated credit risk management functions are established within Group
Companies to directly oversee and challenge the credit risk activities of
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.

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 6.3% of its gross
loans to customers, factoring and finance lease receivables as at 30 June 2026
(6.4% as at 30 June 2025). Ameriabank's top 10 borrowers accounted for 15.2%
of its gross loans, factoring and finance lease receivables as at 30 June 2026
(12.1% as at 30 June 2025).

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. As at 30 June 2026, 79.6% of Bank of Georgia's and 80.2%
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:

Expected credit loss is measured as the probability-weighted present value of
credit losses expected to result from all possible default events over the
relevant time horizon - either the next twelve months or the remaining
lifetime of the instrument, depending on the stage classification of the
exposure. The measurement process is designed to be unbiased and to
incorporate all reasonable and supportable information that is available at
the reporting date without undue cost or effort including data on historical
default and recovery rates, the current credit quality of the portfolio, and
management's assessment of future macroeconomic conditions and their expected
impact on borrower creditworthiness.

The time horizon applied to each exposure is determined by its stage
classification. 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:

·      Stage 1: If, at the reporting date, 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.

·      Stage 2: If, at the reporting date, 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.

·      Stage 3: If, at the reporting date, the exposure is
credit-impaired, the Group recognises a loss allowance equal to the lifetime
ECL.

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.

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 30 June 2026, 93.5% of Bank of
Georgia's and 92.2% 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 May 2026, Bank of Georgia successfully issued
USD 300 million of 6.50% senior unsecured Notes due June 2031, which further
contributed to funding diversification. As at 30 June 2026, the Group's
long-term funding comprised 40.9% deposits, 32.1% amounts owed to credit
institutions, and 27.0% debt securities. 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, with the Liquidity Coverage Ratio (LCR) and Net Stable Funding
Ratio (NSFR) for Bank of Georgia and Ameriabank exceeding the 100% regulatory
minimum. As at 30 June, Bank of Georgia's LCR stood at 152.0% and its NSFR at
132.9%, while Ameriabank's LCR stood at 180.0% and its NSFR at 126.0%.

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/will accummulate 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.

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 strengthened its
capital position through the successful issuance of its inaugural USD 50
million 8.5% Additional Tier 1 (AT1) capital notes, followed by a second USD
50 million 8.0% AT1 issue in June 2026.

Group Companies maintained capital adequacy ratios above their minimum
regulatory requirements as at 30 June 2026 (see pages 10 and 13).

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.

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. Their responsibilities include developing the risk
management frameworks and policies, defining the risk appetites, and
conducting independent risk profile reviews, with their 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 is subject to the
UK's regulatory framework for listed companies, which primarily governs areas
such as corporate governance, disclosure and transparency, and market conduct.
These obligations relate to the Group's status as a listed entity and do not
extend to UK-specific regulations governing the provision of services to
retail customers, such as the Treating Customers Fairly framework and the
Consumer Duty, as the Group's banking subsidiaries operate outside the UK. 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.

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.

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. 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.

Group Companies ensure that related party transactions follow the "arm's
length" principle as defined by their respective regulators. Transaction terms
are predetermined 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.

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 ABCF policies. Beyond ABCF
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.

The Group continues to strengthen its AML/CFT control framework by enhancing
its sanctions screening capabilities, supporting the effectiveness of its
broader financial crime prevention efforts.

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 of failure to process personal data lawfully,
fairly, transparently, and securely. This includes risks associated with
unauthorised access, accidental or unlawful destruction, loss, alteration, or
disclosure of personal data, as well as risks arising from the use of emerging
technologies and third-party service providers. Both risks may lead to
financial loss, regulatory sanctions, litigation, 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 and successfully passed surveillance audit in 2026,
demonstrating their strong commitment to robust information security
management practices.

Data protection continues to be driven by increasing digitalisation, growing
customer expectations regarding privacy and transparency, and an evolving
legal and regulatory environment. During the reporting period, Group Companies
continued to enhance their privacy governance frameworks in response to:

·      increasing regulatory expectations and supervisory scrutiny
regarding accountability and governance of personal data processing;

·      expanding use of digital channels and technologies, resulting in
larger volumes of personal data processing;

·      increasing reliance on third-party service providers and
cross-border data processing arrangements;

·      emerging risks associated with Artificial Intelligence (AI),
including transparency, fairness, explainability, and the use of personal data
in AI-enabled solutions; and

·      evolving cyber threats that could result in personal data
breaches and associated regulatory obligations.

The Group considers the effective protection of personal data fundamental to
maintaining customer trust, protecting individuals' rights, and supporting
sustainable digital transformation and responsible innovation.

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
defence applying a common approach across the Group structured around the
identification, analysis, evaluation, treatment, monitoring and reporting of
information security risks. At Bank of Georgia, this includes assessing the
design and operational effectiveness of security controls; at Ameriabank, this
is delivered through the IT and Information Security Risk Management Program,
with particular emphasis on monitoring, reassessment and reporting. 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.

The Group's privacy management framework is designed to comply with applicable
data protection laws and regulations in the jurisdictions in which Group
entities operate, including the Georgian Law on Personal Data Protection, the
Law of the Republic of Armenia on Personal Data Protection and, where
applicable, the EU General Data Protection Regulation (GDPR). The framework is
based on a risk-based approach to the management of personal data processing
activities, enabling the Group to identify, assess and mitigate privacy risks
while supporting the responsible processing of personal data.

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 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 the 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 defence 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
"defence 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

·      Distributed denial-of-service (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. During the reporting period, Group Companies continued to
strengthen their privacy governance frameworks and enhance organisational
awareness of data protection obligations. Ongoing investment in privacy
governance, employee awareness, and responsible technology practices
contributes to reducing data protection risks and supporting the long-term
trust of customers, employees, shareholders, and regulators.

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

Rapidly evolving customer expectations and technological advancement continue
to reshape banking business models, introducing new and increasingly complex
operational risks. The rapid pace of change and the need for innovation demand
new technologies and careful management of technology deployment. Artificial
intelligence in particular, and its accelerating adoption across the financial
services sector, gives rise to heightened exposure to automated errors that
may be difficult to detect and costly to remediate. The Group recognises the
importance of establishing robust AI governance frameworks and appropriate
human oversight mechanisms in line with the pace of deployment.

As the digitisation of core business processes accelerates, operational
resilience has become increasingly critical. Significant disruptions to vital
services can cause material financial loss, reputational damage and business
continuity threats. The increasing use of AI across the financial services
sector introduces new dimensions of risk, with AI-assisted cyberattacks -
including advanced phishing and automated vulnerability exploitation -
presenting evolving threats to operational stability.  As business processes
become increasingly automated and interconnected, the potential for
disruptions to propagate rapidly across critical systems has increased.
Dependencies on third-party technology providers and outsourced services
represent an additional source of vulnerability within this environment.
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.

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 on an ongoing basis using a range of
quantitative and qualitative indicators, including operational loss data,
which is captured and analysed to identify trends and patterns in operational
risk exposures; risk and control self-assessments (RCSAs), through which risks
are proactively identified and associated controls are evaluated; key risk
indicators (KRIs), which provide early warning signals of emerging or elevated
risk exposures; new product and change assessments, which evaluate potential
operational risks associated with new products, services, and significant
business changes prior to implementation; and third-party risk assessments,
which support the identification and oversight of risks arising from vendor
and outsourced service provider relationships. Regular standalone reports are
provided to senior management and relevant governance bodies to support
oversight of the operational risk profile, facilitate the timely escalation of
material incidents and emerging risks, and assess compliance with the risk
appetite and tolerance framework.

 

Group Companies implement policies, procedures, and frameworks to anticipate,
mitigate, control, and communicate operational risks and assess internal
control effectiveness. Operational risk management units maintain these
frameworks and policies, which are reviewed and approved by relevant
governance bodies to ensure alignment with recognised industry standards.

The following programmes and processes form the core of the operational risk
management framework:

·      Risk and control self-assessment (RCSA) - identifies and assesses
operational risks in business processes and products, providing a structured
view of risk and control environment across the Group. RCSA programme supports
proactive risk management by facilitating the early identification of emerging
risks and control weaknesses before they materialise into operational losses,
ensuring that the Group's risk profile remains within defined appetite and
tolerance boundaries.

·      New product and change assessment - identifies and assesses
potential operational risks associated with new products, services, systems
and significant business or operational changes prior to implementation. By
embedding risk assessment into the design and approval process, the programme
ensures that operational risks are considered and addressed before new
products or changes are introduced, with recommendations for risk mitigation
incorporated into the product design and change management phases. This
proactive approach supports reduction of operational disruption arising from
inadequately assessed or poorly implemented change.

·      Third-party risk management - identifies and manages risks
arising from third-party and outsourcing arrangements through risk-based
vendor onboarding and due diligence, regular risk assessment and monitoring,
and enhanced oversight of critical service providers, including business
continuity and disaster recovery coverage.

·      Incident management, monitoring and reporting - operational risk
incidents and near misses are identified, assessed, and remediated through a
structured incident management process. Upon identification, incidents are
classified, escalated in accordance with defined severity thresholds, and
subject to root-cause analysis to determine the underlying drivers of failure
and prevent recurrence. The findings of root-cause analysis drive targeted
remediation actions and, where relevant, broader enhancements to controls and
processes. Regular reporting by the Risk function to senior management and
relevant governance bodies supports oversight of the operational risk profile
against the risk appetite and tolerance framework.

·      Operational resilience - the Group maintains a dedicated
operational resilience framework designed to ensure that critical business
services can withstand, adapt to, and recover from severe but plausible
disruption scenarios. The framework encompasses the identification of critical
business services, the assessment of potential impacts arising from their
disruption, and the establishment of recovery objectives to ensure timely
restoration of services. Resilience arrangements are tested regularly against
a range of disruption scenarios, with outcomes reviewed by senior management
and used to drive the continuous enhancement of the Group's resilience
capabilities.

·      Risk awareness and training programmes, including awareness
campaigns and mandatory training - to help employees identify existing and
potential risks.

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.

To manage human capital risk, the Group employs a multi-faceted strategy
focused on talent acquisition, leadership development, competitive
compensation, and transparent employee relations.

·      Talent acquisition and early career development: The Group
actively engages with universities and communities to attract new talent,
holding recruitment events across Georgia and Armenia. This is complemented by
flagship internship programmes designed to build a strong talent pipeline
providing young talents with project experience, mentorship, and clear career
paths, achieving high post-internship hire rates.

·      Succession planning and internal growth: A strong emphasis is
placed on developing leaders from within, which is reflected in high internal
mobility rates that are filling open roles. The Group invests in a robust
leadership pipeline through tailored development initiatives, including
individual coaching, high-potential talent programmes, and an MBA Sponsorship
Programme. Formal succession planning is in place for critical executive
roles, ensuring leadership continuity. Employee development is further
supported by a performance management framework that includes 360°
evaluations and annual development plans.

·      Compensation, benefits, and work-life balance: Compensation is
designed to be competitive and fair, using market data and standardised
grading systems to ensure position-based pay. The employee value proposition
is enhanced by comprehensive benefits that support wellbeing and work-life
balance. These include fully or partially funded health insurance for
employees and their families, additional paid leave, extensive paid parental
leave, and hybrid working arrangements for most back-office employees.

·      Transparent communication and grievance mechanisms: The Group
fosters a culture of open dialogue through "Employee Voice" meetings, which
provide a direct channel for employees to share ideas and concerns with the
Board. This is supported by formal and confidential grievance policies and
independent reporting tools, all underpinned by a strict no-retaliation policy
to ensure prompt and fair issue resolution.

·      Technology capability and AI literacy: The Group runs dedicated
learning initiatives, establishing foundational digital fluency and
progressively developing employees' AI capabilities. These programmes support
four objectives: maintaining productivity relative to AI-augmented peers and
competitors; strengthening human oversight of AI-generated outputs; enabling
employees to critically evaluate automated tools and their limitations; and
supporting workforce adaptation as roles are redesigned around new
technologies.

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.

Since 2025, Bank of Georgia has been expanding 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.

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.

In 2023, Bank of Georgia 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
contribution to model monitoring.

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. At Bank of
Georgia, this involves a systematic collection of performance metrics within a
centralised monitoring system. The health of the models is ensured with model
owners overseeing performance and model validators supervising the process,
which includes regular reviews and escalation as needed.

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 2024 expansion into Armenia through its subsidiary Ameriabank
added a new geographic dimension to its operational footprint. This
diversification introduces additional risks that require proactive monitoring
and mitigation. Managing the Group across two diversified markets is
strategically more complex and requires active involvement from Executive
Management to ensure effective coordination across the Group, the realisation
of expected synergies, and operational alignment in pursuit of the Group's
strategy.  Group-level risk management and strategic alignment remain 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 Business 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.

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.

Monitoring and reporting: 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, the
Group 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 Nationally Determined
Contributions (NDC) as part of the Paris Agreement. In April 2026, Georgia
updated its NDC, committing to limit total net greenhouse gas emissions by 47%
below 1990 levels by 2030, with an enhanced target of 50% below 1990 levels by
2035. Armenia targets a 40% reduction by 2030, using the same 1990 baseline.
Georgia has also adopted a long-term low-emission development strategy,
identifying carbon neutrality by 2050 as a key long-term objective. The
updated NDC strengthens the country's mitigation ambition and establishes its
medium-term climate commitments through 2035.

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,
Remuneration and Nomination Committees - have regularly reviewed
climate-related issues, ensuring ongoing and effective oversight.

The Environmental and Social Impact (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.

In 2025, Ameriabank initiated the development of a dedicated Sustainability
and Climate Competence (SCC) function, which is expected to become fully
operational by the end of 2026. The SCC function will support the
identification, assessment, and monitoring of sustainability and
climate-related risks and opportunities, while strengthening sustainability
governance, strategic decision-making, and disclosure processes.

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.

Climate-related risks mitigation: Group Companies have adopted the 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 Armenia 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 the 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. Bank of Georgia is 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.

 

 

Statement of directors' responsibilities

We, the Directors, confirm that to the best of our knowledge:

 •    The interim condensed consolidated financial statements have been prepared in
      accordance with the Disclosure Guidance and Transparency Rules sourcebook of
      the UK's Financial Conduct Authority and the International Accounting Standard
      34 "Interim Financial Reporting", as issued by the International Accounting
      Standards Board ("IASB") and as adopted by the United Kingdom and give a true
      and fair view of the assets, liabilities, financial position and profit or
      loss of the Group;
 •    This Results Report includes a fair review of the information required by
      Disclosure Guidance and Transparency Rule 4.2.7R (indication of important
      events during the first six months and a description of principal risks and
      uncertainties for the remaining six months of the year); and
 •    This Results Report includes a fair review of the information required by
      Disclosure Guidance and Transparency Rule 4.2.8R (disclosure of related party
      transactions and changes therein).

 

 

Signed on behalf of the Board by:

 

Archil Gachechiladze

Chief Executive Officer

 

 

 

10 August 2026

 

 

 

The Board of Directors of Lion Finance Group PLC:

 

Non-Executive Chairman: Mel Carvill

Executive Director: Archil Gachechiladze

Non-Executive Directors:

Andrew McIntyre

Armen Orujyan

Cecil Quillen

Karine Hirn

Maria Gordon

Mariam Megvinetukhutsesi

Tamaz Georgadze

Véronique McCarroll

 

 

Interim Condensed Consolidated Financial Statements

 

30 June 2026

INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

CONTENTS

 

INDEPENDENT REVIEW REPORT

 

Interim consolidated statement of financial
position........................................................................................................................
38

Interim consolidated income
statement...............................................................................................................................................
39

Interim consolidated statement of comprehensive
income..............................................................................................................
40

Interim consolidated statement of changes in equity
.......................................................................................................................
41

Interim consolidated statement of cash flows
....................................................................................................................................
42

 

SELECTED EXPLANATORY NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

 

1. (#_Toc237270754)      (#_Toc237270754) (#_Toc237270754) Principal
activities (#_Toc237270754) (#_Toc237270754)

2. (#_Toc237270755)      (#_Toc237270755) (#_Toc237270755) Basis of
preparation (#_Toc237270755) (#_Toc237270755)

3. (#_Toc237270756)      (#_Toc237270756) (#_Toc237270756) Material
accounting policy information (#_Toc237270756) (#_Toc237270756)

4. (#_Toc237270757)      (#_Toc237270757) (#_Toc237270757) Significant
accounting judgements and estimates (#_Toc237270757) (#_Toc237270757)

5. (#_Toc237270758)      (#_Toc237270758) (#_Toc237270758) Segment
information (#_Toc237270758) (#_Toc237270758)

6. (#_Toc237270759)      (#_Toc237270759) (#_Toc237270759) Cash and cash
equivalents (#_Toc237270759) (#_Toc237270759)

7. (#_Toc237270760)      (#_Toc237270760) (#_Toc237270760) Amounts due
from credit institutions (#_Toc237270760) (#_Toc237270760)

8. (#_Toc237270761)      (#_Toc237270761) (#_Toc237270761) Investment
securities and investment securities pledged under sale and repurchase
agreements and securities lending (#_Toc237270761) (#_Toc237270761)

9. (#_Toc237270762)      (#_Toc237270762) (#_Toc237270762) Loans to
customers, factoring and finance lease receivables (#_Toc237270762)
(#_Toc237270762)

10. (#_Toc237270763)     (#_Toc237270763) (#_Toc237270763) Taxation
(#_Toc237270763) (#_Toc237270763)

11. (#_Toc237270764)     (#_Toc237270764) (#_Toc237270764) Other assets,
prepayments and other liabilities (#_Toc237270764) (#_Toc237270764)

12. (#_Toc237270765)     (#_Toc237270765) (#_Toc237270765) Client deposits
and notes (#_Toc237270765) (#_Toc237270765)

13. (#_Toc237270766)     (#_Toc237270766) (#_Toc237270766) Amounts owed to
credit institutions (#_Toc237270766) (#_Toc237270766)

14. (#_Toc237270767)     (#_Toc237270767) (#_Toc237270767) Debt securities
issued (#_Toc237270767) (#_Toc237270767)

15. (#_Toc237270768)     (#_Toc237270768) (#_Toc237270768) Accruals and
contract liabilities (#_Toc237270768) (#_Toc237270768)

16. (#_Toc237270769)     (#_Toc237270769) (#_Toc237270769) Commitments and
contingencies (#_Toc237270769) (#_Toc237270769)

17. (#_Toc237270770)     (#_Toc237270770) (#_Toc237270770) Equity
(#_Toc237270770) (#_Toc237270770)

18. (#_Toc237270771)     (#_Toc237270771) (#_Toc237270771) Net interest
income (#_Toc237270771) (#_Toc237270771)

19. (#_Toc237270772)     (#_Toc237270772) (#_Toc237270772) Net fee and
commission income (#_Toc237270772) (#_Toc237270772)

20. (#_Toc237270773)     (#_Toc237270773) (#_Toc237270773) Cost of risk
(#_Toc237270773) (#_Toc237270773)

21. (#_Toc237270774)     (#_Toc237270774) (#_Toc237270774) Net other
gains/(losses) (#_Toc237270774) (#_Toc237270774)

22. (#_Toc237270775)     (#_Toc237270775) (#_Toc237270775) Risk management
(#_Toc237270775) (#_Toc237270775)

23. (#_Toc237270776)     (#_Toc237270776) (#_Toc237270776) Fair value
measurements (#_Toc237270776) (#_Toc237270776)

24. (#_Toc237270777)     (#_Toc237270777) (#_Toc237270777) Maturity
analysis of financial assets and liabilities (#_Toc237270777) (#_Toc237270777)

25.     Related party disclosures (#_Toc237270778) (#_Toc237270778)

26.     Capital adequacy (#_Toc237270779) (#_Toc237270779)

 

 

 

 

 

 

 

 

 

 

 

 

Independent review report to Lion Finance Group Plc

Report on the condensed consolidated interim financial statements

Our conclusion

We have reviewed Lion Finance Group Plc's condensed consolidated interim
financial statements (the "interim financial statements") in the 2Q26 and 1H26
results of Lion Finance Group Plc for the 6 month period ended 30 June 2026
(the "period").

Based on our review, nothing has come to our attention that causes us to
believe that the interim financial statements are not prepared, in all
material respects, in accordance with UK adopted International Accounting
Standard 34, 'Interim Financial Reporting' and the Disclosure Guidance and
Transparency Rules sourcebook of the United Kingdom's Financial Conduct
Authority.

The interim condensed consolidated financial statements comprise:

●     the Interim Consolidated Statement of Financial Position as at
30 June 2026;

●     the Interim Consolidated Income Statement and Interim Consolidated
Statement of Comprehensive Income for the period then ended;

●     the Interim Consolidated Statement of Cash Flows for the period
then ended;

●     the Interim Consolidated Statement of Changes in Equity for the
period then ended; and

●     the explanatory notes to the interim financial statements.

The interim financial statements included in the 2Q26 and 1H26 of Lion Finance
Group Plc have been prepared in accordance with UK adopted International
Accounting Standard 34, 'Interim Financial Reporting' and the Disclosure
Guidance and Transparency Rules sourcebook of the United Kingdom's Financial
Conduct Authority.

Basis for conclusion

We conducted our review in accordance with International Standard on Review
Engagements (UK) 2410, 'Review of Interim Financial Information Performed by
the Independent Auditor of the Entity' issued by the Financial Reporting
Council for use in the United Kingdom ("ISRE (UK) 2410"). A review of interim
financial information consists of making enquiries, primarily of persons
responsible for financial and accounting matters, and applying analytical and
other review procedures.

A review is substantially less in scope than an audit conducted in accordance
with International Standards on Auditing (UK) and, consequently, does not
enable us to obtain assurance that we would become aware of all significant
matters that might be identified in an audit. Accordingly, we do not express
an audit opinion.

We have read the other information contained in the 2Q26 and 1H26 and
considered whether it contains any apparent misstatements or material
inconsistencies with the information in the interim financial statements.

 

Conclusions relating to going concern

Based on our review procedures, which are less extensive than those performed
in an audit as described in the Basis for conclusion section of this report,
nothing has come to our attention to suggest that the directors have
inappropriately adopted the going concern basis of accounting or that the
directors have identified material uncertainties relating to going concern
that are not appropriately disclosed. This conclusion is based on the review
procedures performed in accordance with ISRE (UK) 2410. However, future events
or conditions may cause the group to cease to continue as a going concern.

Responsibilities for the interim financial statements and the review

Our responsibilities and those of the directors

The 2Q26 and 1H26 results, including the interim financial statements, is the
responsibility of, and has been approved by the directors. The directors are
responsible for preparing the 2Q26 and 1H26 in accordance with the Disclosure
Guidance and Transparency Rules sourcebook of the United Kingdom's Financial
Conduct Authority. In preparing the 2Q26 and 1H26, including the interim
financial statements, the directors are responsible for assessing the group'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 to cease
operations, or have no realistic alternative but to do so.

Our responsibility is to express a conclusion on the interim financial
statements in the 2Q26 and 1H26 based on our review. Our conclusion, including
our Conclusions relating to going concern, is based on procedures that are
less extensive than audit procedures, as described in the Basis for conclusion
paragraph of this report.

Use of this report

This report, including the conclusion, has been prepared for and only for the
company for the purpose of complying with the Disclosure Guidance and
Transparency Rules sourcebook of the United Kingdom's Financial Conduct
Authority and for no other purpose. We do not, in giving this conclusion,
accept or assume responsibility for any other purpose or to any other person
to whom this report is shown or into whose hands it may come save where
expressly agreed by our prior consent in writing.

 

PricewaterhouseCoopers LLP

Chartered Accountants

London

10 August 2026

                                                                                    As at
                                                                           Notes    30 June 2026 (unaudited)      31 December 2025 (reclassified)
 Assets
 Cash and cash equivalents                                                 6        5,046,754                     4,572,046
 Amounts due from credit institutions                                      7        3,777,016                     3,552,257
 Investment securities                                                     8        9,737,554                     10,047,237
 Investment securities measured at amortised cost                                   3,220,336                     3,254,349
 Investment securities measured at fair value through other comprehensive           6,326,687                     6,640,584
 income
 Investment securities measuered at fair value through profit or loss               190,531                       152,304
 Investment securities pledged under sale and repurchase agreements and    8        320,654                       147,416
 securities lending
 Investment securities pledged under sale and repurchase agreements and             320,654                       147,416
 securities lending measured at amortised cost
 Loans to customers, factoring and finance lease receivables               9        44,429,043                    40,065,664
 Prepayments                                                               11       160,538                       200,767
 Foreclosed Assets                                                                  405,131                       374,659
 Right-of-use assets                                                                327,471                       332,630
 Investment properties                                                              98,261                        107,573
 Property and equipment                                                             622,402                       616,839
 Assets held for sale                                                               9,752                         15,644
 Intangible assets                                                                  402,750                       376,402
 Income tax assets                                                         10       55                            41
 Other assets*                                                             11       447,670                       419,428
 Goodwill                                                                           35,488                        41,253
 Total assets                                                                       65,820,539                    60,869,856

 Liabilities
 Client deposits and notes                                                 12       43,664,753                    38,629,974
 Amounts owed to credit institutions                                       13       7,372,045                     9,499,106
 Debt securities issued                                                    14       4,176,271                     2,999,871
 Lease liability                                                                    359,831                       348,114
 Accruals and contract liabilties                                          15       239,749                       301,067
 Income tax liabilities                                                    10       165,531                       108,805
 Other liabilities                                                         11       450,431                       560,676
 Total liabilities                                                                  56,428,611                    52,447,613

 Equity                                                                    17
 Share capital                                                                      1,419                         1,431
 Additional paid-in capital                                                         613,014                       569,887
 Treasury shares                                                                    (18)                          (31)
 Capital redemption reserve                                                         199                           187
 Other reserves                                                                     165,355                       72,048
 Retained earnings                                                                  8,609,880                     7,776,662
 Total equity attributable to shareholders of the Parent                            9,389,849                     8,420,184
 Non-controlling interests                                                          2,079                         2,059
 Total equity                                                                       9,391,928                     8,422,243
 Total liabilities and equity                                                       65,820,539                    60,869,856

 

The financial statements on page 38 to 87 were approved for issue by the Board
of Directors on 10 August 2026 and signed on its behalf by:

 

 

 

Archil
Gachechiladze
 
 

Chief Executive Officer

Lion Finance Group PLC

Registered No. 10917019

 

 

 

*To improve the quality and understandability of its consolidated statement of
financial position, the Group has revised the presentation of accounts
receivable and other loans and other assets. Amounts previously reported as
accounts receivable and other loans have been reclassified and are now
presented within other assets. Further details are disclosed in Note 3.

                                                                                  For the six months ended
                                                                       Notes      30 June 2026 (unaudited)             30 June 2025 (unaudited and reclassified)

 Interest income calculated using EIR method                                      2,986,250                            2,499,120
 Other interest income                                                            40,335                               37,428
 Interest income                                                                  3,026,585                            2,536,548

 Interest expense                                                                 (1,317,768)                          (1,114,707)
 Net interest income*                                                  18         1,708,817                            1,421,841

 Fee and commission income*                                                       647,305                              513,647
 Fee and commission expense*                                                      (264,792)                            (211,514)
 Net fee and commission income*                                        19         382,513                              302,133

 Net foreign currency gain                                                        296,377                              298,191
 Net gains/(losses) on extinguishment of debt                                     38                                   (225)
 Regulatory-related expenses*                                          3          (37,590)                             (31,600)
 Other expenses*                                                       3          (4,408)                              (3,144)
 Net other gains/(losses)                                              21         20,734                               29,587

 Net operating income*                                                            2,366,481                            2,016,783

 Salaries and other employee benefits                                             (513,687)                            (453,104)
 Administrative expenses*                                                         (172,765)                            (155,328)
 Depreciation, amortisation and impairment                                        (123,884)                            (105,260)
 Other operating expenses*                                                        (5,754)                              (6,994)
 Operating expenses*                                                              (816,090)                            (720,686)

 Profit/(loss) from associates                                                    990                                  736

 Operating income before cost of risk                                             1,551,381                            1,296,833

 Expected credit loss on loans to customers and factoring receivables  20         (96,932)                             (64,669)
 Expected credit loss on finance lease receivables                     20         1,808                                (627)
 Other expected credit loss                                            20         (2,461)                              (7,100)
 Impairment charge on other assets and provisions                      20         (5,715)                              (5,313)
 Cost of risk                                                                     (103,300)                            (77,709)

 Profit before income tax expense                                                 1,448,081                            1,219,124

 Income tax expense                                                    10         (244,288)                            (192,813)

 Profit for the period                                                            1,203,793                            1,026,311
 Total profit attributable to:
 - shareholders of the parent                                                     1,203,773                            1,024,421
 - non-controlling interests                                                      20                                   1,890
                                                                                  1,203,793                            1,026,311
 Basic earnings per share:                                             17         28.24                                23.70
 Diluted earnings per share:                                           17         27.98                                23.44

*To improve the quality and understandability of its consolidated income
statement, the Group has revised the presentation of deposit insurance fee,
fee and commission income, fee and commission expense, administrative expenses
and other operating expenses. Further details are disclosed in Note 3.

                                                                                            For the six months ended
                                                                                 Notes      30 June 2026 (unaudited)             30 June 2025 (unaudited)

 Profit for the period                                                                      1,203,793                            1,026,311
 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 fair  8          75,030                               (59,156)
 value through other comprehensive income (FVOCI)
 - Realised gain on financial assets measured at FVOCI                                      (2,918)                              (796)
 -Change in allowance for expected credit losses on investments in debt                     (1,193)                              (171)
 instruments measured at FVOCI reclassified to the consolidated income
 statement
 - Gain from foreign currency translation differences                                       34,537                               9,472
 Income tax impact                                                               10         128                                  (198)
 Net other comprehensive income/(loss) to be reclassified to income statement               105,584                              (50,849)
 in subsequent years

 Other comprehensive gain/(loss) not to be reclassified to income statement in
 subsequent years:
 - Net gain (loss) on investments in equity instruments designated at FVOCI                 (569)                                6,762
 Net other comprehensive (loss)/income not to be reclassified to income                     (569)                                6,762
 statement in subsequent years

 Other comprehensive income/(loss) for the period                                           105,015                              (44,087)

 Total comprehensive income for the period                                                  1,308,808                            982,224

 Total comprehensive income attributable to:
 - shareholders of the Parent                                                               1,308,788                            980,374
 - non-controlling interests                                                                20                                   1,850
                                                                                            1,308,808                            982,224

 

 

 

                                                                                Attributable to shareholders of the Parent                                                                                                                                             Non-controlling interests            Total equity
                                                                                Share capital        Additional paid-in capital        Treasury shares        Other reserves        Capital redemption reserve        Retained earnings        Total
 31 December 2024                                                               1,464                453,738                           (51)                   110,786               154                               6,422,320                6,988,411        26,816                               7,015,227
 Profit for the six months ended 30 June 2025 (unaudited)                       -                    -                                 -                      -                     -                                 1,024,421                1,024,421        1,890                                1,026,311
 Other comprehensive income for the six months ended 30 June 2025 (unaudited)   -                    -                                 -                      (58,208)              -                                 14,161                   (44,047)         (40)                                 (44,087)
 Total comprehensive income for the six months ended 30 June 2025 (unaudited)   -                    -                                 -                      (58,208)              -                                 1,038,582                980,374          1,850                                982,224
 Increase in equity arising from share-based payments                           -                    55,451                            28                     -                     -                                 -                        55,479           -                                    55,479
 Purchase of treasury shares under share-based payments                         -                    (44,773)                          (7)                    -                     -                                 -                        (44,780)         -                                    (44,780)
 Dividends to shareholders of the Parent (Note 17)                              -                    -                                 -                      -                     -                                 (255,331)                (255,331)        -                                    (255,331)
 Increase in share capital of subsidiaries                                      -                    -                                 -                      94                    -                                 -                        94               (94)                                 -
 Net amount reclassified to retained earnings on sale of equity instruments at  -                    -                                 -                      (3,419)               -                                 3,419                    -                -                                    -
 FVOCI
 Acquisition of non-controlling interests in existing subsidiaries              -                    -                                 -                      (1,811)               -                                 -                        (1,811)          (26,637)                             (28,448)
 Purchase of treasury shares                                                    -                    (5,110)                           (99,660)               -                     -                                 -                        (104,770)        -                                    (104,770)
 Cancellation of treasury shares                                                (19)                 18,388                            99,662                 -                     19                                (118,050)                -                -                                    -
 Dividends of subsidiaries to non-controlling shareholders                      -                    -                                 -                      -                     -                                 -                        -                (469)                                (469)
 30 June 2025 (unaudited)                                                       1,445                477,694                           (28)                   47,442                173                               7,090,940                7,617,666        1,466                                7,619,132

 31 December 2025                                                               1,431                569,887                           (31)                   72,048                187                               7,776,662                8,420,184        2,059                                8,422,243
 Profit for the six months ended 30 June 2026 (unaudited)                       -                    -                                 -                      -                     -                                 1,203,773                1,203,773        20                                   1,203,793
 Other comprehensive income for the six months ended 30 June 2026 (unaudited)   -                    -                                 -                      93,346                -                                 11,669                   105,015          -                                    105,015
 Total comprehensive income for the six months ended 30 June 2026 (unaudited)   -                    -                                 -                      93,346                -                                 1,215,442                1,308,788        20                                   1,308,808
 Increase in equity arising from share-based payments                           -                    98,911                            15                     -                     -                                 -                        98,926           -                                    98,926
 Purchase of treasury shares under share-based payments                         -                    (56,356)                          (3)                    -                     -                                 -                        (56,359)         -                                    (56,359)
 Dividends to shareholders of the Parent (Note 17)                              -                    -                                 -                      -                     -                                 (248,620)                (248,620)        -                                    (248,620)
 Purchase of treasury shares                                                    -                    (5,438)                           (127,593)              -                     -                                 -                        (133,031)        -                                    (133,031)
 Cancellation of treasury shares                                                (12)                 6,010                             127,594                -                     12                                (133,604)                -                -                                    -
 Other movement                                                                 -                    -                                 -                      (39)                  -                                 -                        (39)             -                                    (39)
 30 June 2026 (unaudited)                                                       1,419                613,014                           (18)                   165,355               199                               8,609,880                9,389,849        2,079                                9,391,928

                                                                                           For the six months ended
                                                                                Notes      30 June 2026 (unaudited)             30 June 2025 (unaudited and reclassified)
 Cash flows from operating activities
 Interest received                                                                         2,971,149                            2,470,105
 Interest paid*                                                                            (1,258,479)                          (1,010,691)
 Fees and commissions received *                                                           645,930                              504,173
 Fees and commissions paid*                                                                (278,302)                            (214,141)
 Net cash inflow from real estate                                                          3,296                                1,337
 Net realised gain from foreign currencies                                                 292,396                              310,711
 Recoveries of loans to customers previously written off                        9          35,461                               44,220
 Cash received from/(paid for) derivatives                                                 -                                    (129)
 Regulatory-related and other expenses paid                                                (41,998)                             (34,744)
 Other income received                                                                     11,524                               6,582
 Salaries and other employee benefits paid                                                 (488,759)                            (501,440)
 General and administrative and operating expenses paid*                                   (169,654)                            (162,135)
 Cash flows from operating activities before changes in operating assets and               1,722,564                            1,413,848
 liabilities
 Net (increase)/decrease in operating assets
 Amounts due from credit institutions                                                      (280,386)                            38,884
 Investment securities measured at FVTPL                                                   (36,935)                             (42,050)
 Loans to customers, factoring and finance lease receivables                               (4,844,546)                          (3,104,106)
 Prepayments and other assets                                                              19,091                               (49,386)
 Foreclosed assets                                                                         38,422                               88,171

 Net increase/(decrease) in operating liabilities
 Amounts due to credit institutions                                                        (2,043,746)                          239,588
 Debt securities issued                                                                    65,825                               160,372
 Client deposits and notes                                                                 5,259,379                            1,630,962
 Other liabilities                                                                         (60,995)                             29,507
 Net cash flows from operating activities before income tax                                (161,327)                            405,790
 Income tax paid                                                                           (187,448)                            (119,006)
 Net cash flows from operating activities                                                  (348,775)                            286,784
 Cash flows from/(used in) investing activities
 Acquisition of investment securities measured at fair value through other                 (1,892,653)                          (2,771,989)
 comprehensive income
 Proceeds from sale and maturity of investment securities measured at fair                 2,240,769                            3,104,179
 value through other comprehensive income
 Acquisition of investment securities carried at amortised cost                            (1,568,926)                          (1,981,318)
 Proceeds from sale and maturity of investment securities carried at amortised             1,435,241                            1,922,709
 cost.
 Purchase of investments in subsidiaries, net of cash acquired                             (15,240)                             -
 Proceeds from sale of investment properties and assets held for sale                      14,072                               20,333
 Proceeds from sale of property and equipment and intangible assets                        3,187                                488
 Purchase of property and equipment*                                            3          (59,721)                             (74,639)
 Purchase of intangible assets*                                                 3          (66,537)                             (52,845)
 Dividends received                                                                        1,093                                1,078
 Net cash flows from/(used in) investing activities                                        91,285                               167,996
 Cash flows (used in)/from financing activities
 Eurobonds and notes issued                                                     14         799,800                              -
 Repayment of the principal portion of the debt securities issued               14         (189,141)                            (176,465)
 Proceeds from Tier 2 notes issued                                              14         23,460                               63,751
 Proceeds from local Additional Tier 1                                          14         266,471                              -
 Proceeds from local bonds issued                                               14         246,016                              195,571
 Cash payments for the principal portion of the lease liability                            (36,347)                             (34,578)
 Dividends paid                                                                            (241,437)                            (13,567)
 Purchase of treasury shares under share-based payments                                    (56,359)                             (44,780)
 Purchase of interests in existing subsidiaries                                 17         -                                    (28,448)
 Purchase of treasury shares                                                               (133,031)                            (104,770)
 Net cash (used in)/from financing activities                                              679,432                              (143,286)
 Effect of exchange rates changes on cash and cash equivalents                             6,726                                (42,107)
 Effect of expected credit losses on cash and cash equivalents                             134                                  (349)
 IFRS 9 amendment - transition effect                                                      45,906                               -

 Net increase in cash and cash equivalents                                                 474,708                              269,038

 Cash and cash equivalents, beginning of the period                             6          4,572,046                            3,753,183
 Cash and cash equivalents, end of the period                                   6          5,046,754                            4,022,221

 

*To improve the quality and understandability of its consolidated statement of
cash flow, the Group has revised the presentation of interest paid, fees and
commissions received, fees and commissions paid, General and administrative
and operating expenses paid, purchase of property and equipment and intangible
assets. Further details are disclosed in Note 3.

1.     Principal activities

 

Lion Finance Group PLC is a public limited liability company incorporated in
England and Wales with registered number 10917019. As at 30 June 2026 Lion
Finance Group PLC held 100.00% of the share capital of JSC Bank of Georgia and
90% of Ameriabank CJSC (remaining 10% is consolidated through a put option),
representing their ultimate parent company. Ameriabank CJSC was acquired as at
31 March 2024. Together with JSC Bank of Georgia, Ameriabank CJSC and other
subsidiaries, the Group makes up a group of companies (the "Group") and
provides banking, leasing, brokerage and investment management services to
corporate and individual customers. Lion Finance Group PLC is listed on the
London Stock Exchange's main market in the Equity Shares (Commercial
Companies) category and is a constituent of the FTSE 100 index. Ticker: BGEO,
effective 21 May 2018. JSC Bank of Georgia and Ameriabank CJSC are the Group's
main operating units and account for most of the Group's activities.

 

JSC Bank of Georgia was established on 21 October 1994 as a joint stock
company ("JSC") under the laws of Georgia. It operates under a general banking
licence issued by the National Bank of Georgia ("NBG"; the Central Bank of
Georgia) on 15 December 1994.

 

JSC Bank of Georgia accepts deposits from the public and extends credit,
transfers payments in Georgia and internationally, and exchanges currencies.
Its main office is in Tbilisi, Georgia. As at 30 June 2026, it has 206
operating outlets in all major cities of Georgia (31 December 2025: 200). JSC
Bank of Georgia's registered legal address is 29a Gagarini Street, Tbilisi
0160, Georgia.

 

Ameriabank CJSC was established on 8 December 1992 under the laws of the
Republic of Armenia. Its principal activities are deposit taking and customer
account maintenance, lending, issuing guarantees, cash and settlement
operations and operations with securities and foreign exchange. The activities
of Ameriabank CJSC are regulated by the Central Bank of Armenia (the "CBA").

 

As at 30 June 2026, Ameriabank CJSC has 30 branches from which it conducts
business throughout the Republic of Armenia (31 December 2025: 29). The
registered address of the head office is 2 Vazgen Sargsyan Street, Yerevan
0010, Republic of Armenia.

 

Lion Finance Group's registered legal address is 29 Farm Street, London United
Kingdom W1J 5RL.

 

As at 30 June 2026, 31 December 2025, the following shareholders owned more
than 3% of the total outstanding shares of Lion Finance Group PLC. Other
shareholders individually owned less than 3% of the outstanding shares.

 

 Shareholder                               30 June 2026 (unaudited)      31 December 2025
 JSC Georgia Capital**                     14.86%                        16.88%
 Dimensional Fund Advisors (DFA) LP        4.67%                         4.76%
 JP Morgan Asset Management                3.90%                         3.92%
 BlackRock Investment Management (UK)      3.39%                         3.31%
 Vanguard Group Inc                        2.52%                         3.51%
 Others                                    70.66%                        67.62%
 Total*                                    100.00%                       100.00%

 

 

* For the purposes of calculating percentage of shareholding, the denominator
includes total number of issued shares, which includes shares held in the
trust for the share-based compensation purposes of the Group.

** JSC Georgia Capital will exercise its voting rights at the Group's general
meetings in accordance with the votes cast by all other Group Shareholders, as
long as JSC Georgia Capital's percentage holding in Lion Finance Group PLC is
greater than 9.9%.

 

2.     Basis of preparation

 

General

 

The financial information set out in these interim condensed consolidated
financial statements does not constitute Lion Finance Group PLC's statutory
financial statements within the meaning of section 434 of the Companies Act
2006. Statutory financial statements were prepared for the year ended 31
December 2025 in conformity with the requirements of the Companies Act 2006
and in accordance with UK-adopted international accounting standards. The
auditor's report was unqualified and did not contain a statement under section
498 (2) or (3) of the Companies Act 2006.

 

These interim Condensed Consolidated financial statements have been prepared
in accordance with the Disclosure Guidance and Transparency Rules of the
United Kingdom's Financial Conduct Authority (FCA) and with UK-adopted
International Accounting Standard 34 (IAS 34 Interim Financial Reporting).

 

The preparation of the interim condensed consolidated financial statements
requires management to make estimates and assumptions that affect the reported
income and expense, assets and liabilities and disclosure of contingencies at
the date of the interim condensed consolidated financial statements. Although
these estimates and assumptions are based on management's best judgment at the
date of the interim condensed consolidated financial statements, actual
results may differ from these estimates.

 

Assumptions and significant estimates other than disclosed in these interim
condensed consolidated financial statements are consistent with those applied
in the preparation of the Group's annual consolidated financial statements for
the year ended 31 December 2025. Income tax expense for the interim period is
recognised based on the best estimate of the weighted average annual income
tax rate expected for the full financial year.

 

The interim condensed consolidated financial statements do not include all the
information and disclosures required in the annual consolidated financial
statements, and should be read in conjunction with the Group's annual
consolidated financial statements as at and for the year ended 31 December
2025, signed and authorized for release on 24 March 2026.

 

These interim condensed consolidated financial statements are presented in
thousands of Georgian Lari ("GEL"), except per share amounts, which are
presented in Georgian Lari, and unless otherwise noted.

 

The interim condensed consolidated financial statements are unaudited,
reviewed by the auditors and their review conclusion is included in the review
report.

 

Going concern

 

The Board of Directors has made an assessment of the Group's ability to
continue as a going concern and is satisfied that it has the resources to
continue in business for a period of at least 12 months from the date of
approval of the interim condensed consolidated financial statements.
Furthermore, management is not aware of any material uncertainties that may
cast significant doubt upon the Group's ability to continue as a going concern
for the foreseeable future. Therefore, the interim condensed consolidated
financial statements continue to be prepared on the going concern basis.
 

 

 

 

 

 

 

 

 

 

 

3.     Material accounting policy information

 

Amendments effective from 1 January 2026

 

The accounting policies and methods of computation applied in the preparation
of these interim condensed consolidated financial statements are consistent
with those disclosed in the annual consolidated financial statements of the
Group as at and for the year ended 31 December 2025., except for the adoption
of new amendments effective as of 1 January 2026.

Amendments to IFRS 9 and IFRS 7: Classification and Measurement of Financial
Instruments

 

The amendments apply for the first time in 2026 and

 

·      Clarify that a financial liability is derecognized on the
'settlement date', i.e. when the related obligation is discharged or cancelled
or expires or the liability otherwise qualifies for derecognition. They also
introduce an accounting policy option to derecognize financial liabilities
that are settled through an electronic payment system before settlement date
if certain conditions are met;

·      Clarify how to assess the contractual cash flow characteristics
of financial assets that include environmental, social and governance
(ESG)-linked features and other similar contingent features;

·      Clarify the treatment of non-recourse assets and contractually
linked instruments (CLI);

·      Require additional disclosures in IFRS 7 for financial assets and
liabilities with contractual terms that reference a contingent event
(including those that are ESG-linked), and equity instruments classified at
fair value through other comprehensive income (FVTOCI).

 

With respect to the amendments on the derecognition of financial liabilities
that are settled through an electronic payment system, the group has performed
an assessment of all electronic payment systems used. The group has been
derecognizing the financial liability, and the associated cash, at the time of
submitting the payment instructions in the systems regardless of whether the
settlement was completed. In line with the amendments, the group changed its
previous practice and now derecognises the financial liability and the
associated cash when the payment has reached the beneficiary, which is when
the obligation is discharged.

 

The effect of initial application of the amendments to the opening balance of
financial assets and financial liabilities is presented below:

                                      31-Dec-25           Transition effect                                1-Jan-26
 Cash and cash equivalents                 4,572,046                           45,906                           4,617,952
 Client deposits and notes               38,629,974                            16,772                         38,646,746
 Amounts owed to credit institutions       9,499,106                           29,134                           9,528,240

 

 

In addition, the group has assessed the impact of the Amendments on its
financial assets that include environmental, social and governance
(ESG)-linked features and other similar contingent features, as well as on
non-recourse financing and contractually linked instruments. The amendments in
these areas did not have a material impact on the group's consolidated
financial statements.

 

The Group has not early adopted any standard, interpretation or amendment that
has been issued but is not yet effective.

 

Reclassifications

 

To improve the quality and understandability of its interim condensed
consolidated financial statements, the Group has reviewed and revised the
presentation of certain line items in its condensed consolidated interim
financial statements. Changes to the Consolidated Statement of Financial
Position are designed to remove non-material balances as a separate financial
statement line items that obscured material information presented in the
Statement; changes to the Consolidated Income Statement have been made to
better present the nature of certain charges and align more with the industry
practice, while changes applied to consolidated statement of cash flows to
disaggregate transactions by nature to provide more useful information. The
changes related to presentation of accounts receivable and other loans (from
previously presented separately to currently presented within other
assets), deposit insurance fee (from previously presented within net interest
income to currently presented within regulatory-related expenses), certain
repair and maintenance costs (from previously presented within net fee and
commission income to currently presented within administrative expenses),
resolution fund contributions (from previously presented within other
operating expenses to currently presented within regulatory-related expenses),
core banking expenses (from previously presented within other administrative
expenses to currently presented within other expenses), purchase of property
and equipment and purchase of intangibles assets (from previously presented
within purchase of property and equipment and intangible assets to currently
presented separately). Comparative amounts have been reclassified in line with
the revised presentation. Management believes that these reclassifications
provide more reliable and relevant information.

3.     Material accounting policy information (continued)

 

Reclassifications (continued)

 

The following reclassifications have been made to consolidated statement of
financial position as at 31 December 2025 to conform presentation requirements
as at 30 June 2026:

 

 Consolidated Statement of Financial Position as at 31 December 2025  As previously reported  Reclassification  As reclassified
 Accounts receivable and other loans                                  11,470                  (11,470)          -
 Other assets                                                         407,958                 11,470            419,428
 Total assets                                                         60,869,856              -                 60,869,856

 

 

The following reclassifications have been made to period ending 30 June 2025
interim consolidated income statement and statement of cash flows to conform
to the period ended 30 June 2026 presentation requirements:

 

 Consolidated Income Statement for the period ended 30 June 2025  As previously reported  Reclassification  As reclassified

 Deposit insurance fees                                            (22,295)                22,295             -
 Net interest income                                               1,399,546               22,295            1,421,841
 Fee and commission income                                         510,468                 3,179             513,647
 Fee and commission expense                                        (219,781)               8,267             (211,514)
 Net fee and commission income                                     290,687                 11,446            302,133
 Regulatory-related expenses                                        -                      (31,600)          (31,600)
 Other expenses                                                     -                      (3,144)           (3,144)
 Net operating income                                              2,017,786               (1,003)           2,016,783
 Administrative expenses                                           (147,025)               (8,303)           (155,328)
 Other operating expenses                                          (16,300)                9,306             (6,994)
 Operating expenses                                                (721,689)               1,003             (720,686)

 

 

 Consolidated Statement of Cash Flows for the period ended 30 June 2025       As previously reported  Reclassification  As reclassified

 Cash flows from operating activities
 Interest paid                                                                (1,032,986)             22,295            (1,010,691)
 Fees and commissions received                                                500,994                 3,179             504,173
 Fees and commissions paid                                                    (223,728)               9,587             (214,141)
 General and administrative and operating expenses paid                       (161,818)               (317)             (162,135)
 Regulatory-related and other expenses paid                                   -                       (34,744)          (34,744)
 Cash flows from operating activities before changes in operating assets and  1,413,848               -                 1,413,848
 liabilities

 Cash flows from/(used in) investing activities
 Purchase of property and equipment and intangible assets                     (127,484)               127,484           -
 Purchase of property and equipment                                           -                       (74,639)          (74,639)
 Purchase of intangible assets                                                -                       (52,845)          (52,845)
 Net cash flows from/(used in) investing activities                           167,996                 -                 167,996

 

 

4.     Significant accounting judgements and estimates

 

In the process of applying the Group's accounting policies, the Board of
Directors and management use their judgement and make estimates in determining
the amounts recognised in the interim condensed consolidated financial
statements. Key judgments and estimates are summarized below.

Significant increase in credit risk (SICR)

 

SICR is not a defined term per IFRS 9, and is determined by management, based
on their experience and judgement. In assessing whether the credit risk has
significantly increased, the Group has identified a series of qualitative and
quantitative criteria based on undertaking the holistic analysis of various
factors including those which are specific to a particular financial
instrument or to a borrower as well as those applicable to particular
sub-portfolios.

For Bank of Georgia these criteria are:

 

-       A significant increase in credit risk, expressed in the relative
and/or absolute increase in the risk of default since initial recognition.
SICR is determined based on comparison between credit risk ratings (internal
or external) as of the origination date and credit risk ratings as of the
reporting date for each financial asset individually. Thresholds are
determined separately for corporate, retail, SME and other financial
instrument portfolios, depending on initial grade assigned at origination. The
threshold applied depends on the original credit quality of the borrowers.
Higher threshold is set for those instruments with a low PD at origination.

 

 

4.     Significant accounting judgements and estimates (continued)

 

Significant increase in credit risk (continued)

 

The table below summarises SICR thresholds (the actual thresholds are applied
on a more granular level). The better the rating (e.g. rating of 2) the more
notch increase (e.g. increase by 12 notch) is needed to be treated as SICR:

 Loan Portfolio Type                                         Rating type  Initial rating  SICR threshold (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

 

-       Existence of forecast of adverse changes in commercial,
financial or economic conditions that adversely affect the creditworthiness of
the borrower.

-       Modification of the contractual terms due to financial problems
of the borrower other than default

-       The days past due on counterparty level breached the threshold
of 30 days.

-           Other qualitative indicators, such as external market
indicators of credit risk or general economic conditions, which indicate that
the level of risk has increased significantly since origination.

 

For Ameriabank these criteria are:

 

-       The days past due on counterparty level breached the threshold
of 30 days;

-       Overdue days of the borrower in other financial institutions in
Armenia;

-       Difficulties in the financial conditions of the borrower;

-       Renegotiation of the loan terms resulting from deterioration of
the borrower's financial position;

-       Deterioration of macroeconomic indicators and their possible
effect on the borrower's financial performance; Adverse change of rating by 3
or more grades serves as an early warning indicator for Ameriabank to perform
additional review and analysis of the borrower's financial position for
identifying indicators of significant increase in credit risk

 

The above noted SICR indicators are identified at financial instrument level
in order to track changes in credit risk since initial recognition date.

 

Measurement of ECLs

 

ECL reflects an unbiased, probability-weighted estimate based on a combination
of the following principal factors: PD, loss given default (LGD), and exposure
at default (EAD), which are further explained below:

 

PD estimation:

 

Bank of Georgia

 

JSC Bank of Georgia estimates PD based on a combination of rating model
calibration results and a migration matrices approach which is further
adjusted for macroeconomic expectations for a minimum three years onwards for
all portfolios, to represent the forward-looking estimators of the PD
parameters. The migration matrix is built in a way to reflect the weighted
average yearly migration over the historical data period. The risk groups are
determined in a way to ensure intra-group homogeneity and differentiation of
expected PD levels. The models incorporate both qualitative and quantitative
information and, where practical, build on information from top rating
agencies, Credit Bureau or internal credit rating systems.

4.     Significant accounting judgements and estimates (continued)

 

Measurement of ECLs (continued)

 

Ameriabank

 

Ameriabank has developed and implemented its own internal credit rating (ICR)
model for individually significant large-scale stage 1 loans, the latter
consistent of approximately 60% of total corporate loan portfolio. The model
of choice is logistic regression where it models the probabilities of a binary
response variable, the so-called target (indicator for an occurrence of a
default event within a 12 months-long period) against several independent
variables.

 

Within the scope of corporate PD model development 3 scorecards have been
constructed:

 

-       Behavioural - that includes scoring parameters constructed based
on the behavioural/transactional data from Ameriabank's sources;

-       Financial - that includes scoring parameters constructed based
on the information from individual consolidated financial statements provided
to Ameriabank;

-       Qualitative - that includes scoring parameters based on the
qualitative and other quantitative information accumulated or produced within
Ameriabank that reflect the credit risk of Ameriabank's creditors.

 

The above mentioned three models are linked together to obtain a final score
for every creditor included in the development sample as well as all the new
creditors that will be included into the corporate portfolio of Ameriabank in
the upcoming periods.

In addition, corporate clients are segregated in following PD based ratings:

 

 Internal Rating Grades  External Rating
                         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-

Besides this, Ameriabank also segregates the following loan portfolios:

 

-       corporate loans, which PDs are not calculated based on ICR
model;

-       mortgages loans;

-       consumer loans.

 

PDs for loans and advances to customers are based on historic information and
are calculated through probability transition matrices, based on historical
information on ageing of the loan portfolios. The probabilities are calculated
as the share of loans transferring between overdue categories from the total
number at the beginning of the period. Calculated PDs are further adjusted
based on forward looking information.

 

Since Stage 3 financial instruments are defaulted, the PD in this case is
equal to 100%.

 

EAD: The EAD represents an estimate of the exposure to credit risk at the time
of a potential default occurring during the life of a financial asset. It
represents the cash flows outstanding at the time of default, considering
expected repayments, interest payments and accruals discounted at the EIR. To
calculate EAD for a Stage 1 financial instrument, the Group assesses the
possible default events within 12 months for the calculation of the 12 months
ECL. For Stage 2 and POCI financial instruments, the EAD is considered for
events over the lifetime of the instruments. The Group determines EAD
differently for products with repayment schedules and those without repayment
schedules. For financial instruments with repayment schedules, the Group
estimates forward-looking EAD using the contractual cash flow approach with
further corrections for expected prepayments and overdue days. For products
without the repayment schedules such as credit cards and credit lines, the
Group estimates the forward-looking EAD using the limit utilisation approach.
Under the above approach EAD is calculated using the expected utilisation rate
based on historical data of actual draw-down amounts.

4.     Significant accounting judgements and estimates (continued)

 

Measurement of ECLs (continued)

 

LGD: LGD is defined as the likely loss in case of a counterparty default. It
provides an estimation of the exposure that cannot be recovered in a default
event and therefore captures the severity of a loss. The determination of the
LGD takes into account expected future cash flows from collateral and other
credit enhancements, or expected payouts from bankruptcy proceedings for
unsecured claims, and where applicable, time to realisation of collateral and
the seniority of claims. The Group segments its financial instruments into
homogeneous portfolios, based on key characteristics that are relevant to the
estimation of future cash flows. The applied data is based on historically
collected loss data and involves a wider set of transaction characteristics
(e.g. product type, wider range of collateral types). Based on this
information, the Group estimates the recovery rate (other than through
collateral), cure rate and probability of re-default. Recovery through
collateral is further considered in LGD calculations individually for each
financial instrument.

 

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:

 

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. The
primary segment profit measure is the profit for the period.

 

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 during the first 6
months of 2026 and 2025.

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 six months period ended 30 June 2026:

 

                                                              Retail Banking  SME        Corporate Investment Banking  Corporate center  Eliminations  Georgian Financial services  Armenian financial services  Other businesses  Group

Total
 Interest Income                                              1,068,771       328,820    623,677                       116,971           (2,208)       2,136,031                    816,131                      74,423            3,026,585
 Interest expense                                             (419,511)       (80,371)   (335,358)                     (107,439)         2,208         (940,471)                    (336,417)                    (40,880)          (1,317,768)
 Inter-segment interest income/(expense)                      (11,400)        (71,811)   88,597                        (5,386)           -             -                            -                            -                 -
 Net interest income                                          637,860         176,638    376,916                       4,146             -             1,195,560                    479,714                      33,543            1,708,817

 Fee and commission income                                    385,520         31,533     55,267                        5,278             (1,074)       476,524                      137,017                      33,764            647,305
 Card operations                                              205,635         7,597      1,656                         -                 -             214,888                      79,292                       16,944            311,124
 Account services                                             88,286          16,556     8,937                         2,648             -             116,427                      3,577                        6,282             126,286
 Settlements operations                                       56,119          60         63                            -                 (10)          56,232                       16,097                       7,278             79,607
 Guarantees and letters of credit                             11              3,710      21,794                        -                 -             25,515                       12,712                       425               38,652
 Currency conversion operations                               28,135          1,012      1,962                         -                 -             31,109                       6,397                        51                37,557
 Brokerage service fees                                       -               -          15,882                        270               -             16,152                       4,933                        1                 21,086
 Cash operations                                              3,694           2,591      3,827                         121               (1,064)       9,169                        3,677                        2,426             15,272
 Advisory                                                     -               -          1,106                         -                 -             1,106                        8,701                        (1)               9,806
 Other                                                        3,640           7          40                            2,239             -             5,926                        1,631                        358               7,915
 Fee and commission expense                                   (142,814)       (6,758)    (11,635)                      (3,494)           1,016         (163,685)                    (73,952)                     (27,155)          (264,792)
 Card operations                                              (104,405)       (2,320)    (261)                         -                 1,001         (105,985)                    (34,199)                     (10,313)          (150,497)
 Settlements operations                                       (17,917)        (3,551)    (3,344)                       -                 -             (24,812)                     (34,854)                     (12,140)          (71,806)
 Currency conversion operations                               (6,077)         (217)      (421)                         -                 -             (6,715)                      (1,816)                      (1,832)           (10,363)
 Cash operations                                              (3,746)         (295)      (602)                         (3,111)           8             (7,746)                      (522)                        (2,839)           (11,107)
 Brokerage service fees                                       (950)           (365)      (6,793)                       (383)             6             (8,485)                      (440)                        (34)              (8,959)
 Advisory                                                     -               -          (52)                          -                 -             (52)                         (914)                        -                 (966)
 Guarantees and letters of credit                             -               (8)        (141)                         -                 -             (149)                        (196)                        (29)              (374)
 Other                                                        (9,719)         (2)        (21)                          -                 1             (9,741)                      (1,011)                      32                (10,720)
 Net fee and commission income                                242,706         24,775     43,632                        1,784             (58)          312,839                      63,065                       6,609             382,513
 Net foreign currency gain                                    96,624          14,044     25,778                        26,933            -             163,379                      78,593                       54,405            296,377
 Net gains/(losses) on extinguishment of debt                 -               3          13                            -                 -             16                           -                            22                38
 Regulatory-related expenses                                  (24,388)        (2,111)    (407)                         -                 -             (26,906)                     (7,181)                      (3,503)           (37,590)
 Other expenses                                               -               -          -                             -                 -             -                            (4,408)                      -                 (4,408)
 Net other gains/(losses)                                     4,088           1,250      3,634                         (1,850)           (555)         6,567                        6,205                        7,962             20,734
 Net operating income                                         956,890         214,599    449,566                       31,013            (613)         1,651,455                    615,988                      99,038            2,366,481

 Operating expenses                                           (342,135)       (60,161)   (77,235)                      (8,634)           613           (487,552)                    (253,850)                    (74,688)          (816,090)

 Profit from associates                                       -               -          -                             990               -             990                          -                            -                 990

 Operating income before cost of risk                         614,755         154,438    372,331                       23,369            -             1,164,893                    362,138                      24,350            1,551,381

 Cost of risk                                                 (67,954)        (10,944)   4,659                         172               -             (74,067)                     (26,639)                     (2,594)           (103,300)

 Profit before income tax                                     546,801         143,494    376,990                       23,541            -             1,090,826                    335,499                      21,756            1,448,081

 Income tax expense                                           (85,993)        (23,472)   (59,992)                      3,702             -             (165,755)                    (63,026)                     (15,507)          (244,288)

 Profit for the period                                        460,808         120,022    316,998                       27,243            -             925,071                      272,473                      6,249             1,203,793

 Assets and liabilities

 Loans to customers, factoring and finance lease receivables  13,241,289      5,661,126  10,261,604                    -                 -             29,164,019                   14,041,531                   1,223,493         44,429,043
 Total assets                                                 20,412,713      6,631,804  13,257,685                    4,547,228         (350,410)     44,499,020                   19,023,016                   2,298,503         65,820,539
 Client deposits and notes                                    17,225,211      2,530,747  7,809,469                     3,082,547         (94,868)      30,553,106                   11,444,050                   1,667,597         43,664,753
 Total liabilities                                            17,791,868      5,688,427  10,836,758                    4,078,871         (350,410)     38,045,514                   16,492,260                   1,890,837         56,428,611

 Other segment information

 Property and equipment                                       38,537          2,874      1,903                         51                -             43,365                       10,313                       2,269             55,947
 Intangible assets                                            21,479          4,073      4,049                         199               -             29,800                       27,376                       9,534             66,710
 Capital expenditure                                          60,016          6,947      5,952                         250               -             73,165                       37,689                       11,803            122,657

 Depreciation, amortisation and impairment                    (62,417)        (7,929)    (5,793)                       (220)             -             (76,359)                     (32,804)                     (14,721)          (123,884)

 

5.     Segment information (continued)

 

The following table presents the income statement information regarding the
Group's operating segments for the six months period ended 30 June 2025 and
certain asset and liability information as at 31 December 2025:

 

                                                              Retail Banking              SME                                     Corporate Investment Banking                                    Corporate center                        Eliminations                       Georgian Financial services                                       Armenian financial services                               Other businesses                                    Group

Total
 Interest Income                                              868,636                     302,450                                 526,912                                                         163,544                                 (1,917)                            1,859,625                                                         624,307                                                   52,616                                              2,536,548
 Interest expense                                             (339,477)                   (61,768)                                (278,656)                                                       (169,344)                               1,917                              (847,328)                                                         (236,486)                                                 (30,893)                                            (1,114,707)
 Inter-segment interest income/(expense)                      (1,885)                     (81,124)                                83,898                                                          (889)                                   -                                  -                                                                 -                                                         -                                                   -
 Net interest income                                          527,274                     159,558                                 332,154                                                         (6,689)                                 -                                  1,012,297                                                         387,821                                                   21,723                                              1,421,841

 Fee and commission income                                    315,685                     29,281                                  46,954                                                          4,388                                   (483)                              395,825                                                           87,941                                                    29,881                                              513,647
 Card operations                                              170,867                     6,984                                   1,276                                                           -                                       -                                  179,127                                                           52,863                                                    14,567                                              246,557
 Account services                                             68,588                      14,612                                  8,850                                                           2,255                                   -                                  94,305                                                            -                                                         5,104                                               99,409
 Settlements operations                                       48,006                      56                                      47                                                              -                                       (25)                               48,084                                                            12,992                                                    6,916                                               67,992
 Guarantees and letters of credit                             23                          4,134                                   23,138                                                          -                                       -                                  27,295                                                            8,432                                                     261                                                 35,988
 Currency conversion operations                               22,210                      1,003                                   1,778                                                           -                                       -                                  24,991                                                            -                                                         33                                                  25,024
 Cash operations                                              3,423                       2,471                                   1,837                                                           137                                     (170)                              7,698                                                             6,606                                                     2,659                                               16,963
 Brokerage service fees                                       -                           15                                      9,126                                                           -                                       (43)                               9,098                                                             5,300                                                     -                                                   14,398
 Advisory                                                     -                           -                                       902                                                             -                                       -                                  902                                                               -                                                         -                                                   902
 Other                                                        2,568                       6                                       -                                                               1,996                                   (245)                              4,325                                                             1,748                                                     341                                                 6,414
 Fee and commission expense                                   (124,977)                   (8,080)                                 (9,552)                                                         (3,185)                                 435                                (145,359)                                                         (43,549)                                                  (22,606)                                            (211,514)
 Card operations                                              (87,291)                    (3,452)                                 (427)                                                           -                                       -                                  (91,170)                                                          (19,781)                                                  (10,947)                                            (121,898)
 Settlements operations                                       (20,187)                    (3,381)                                 (2,504)                                                         -                                       384                                (25,688)                                                          (21,408)                                                  (7,878)                                             (54,974)
 Cash operations                                              (4,847)                     (742)                                   (1,786)                                                         (3,052)                                 8                                  (10,419)                                                          (439)                                                     (2,184)                                             (13,042)
 Currency conversion operations                               (4,794)                     (217)                                   (384)                                                           -                                       -                                  (5,395)                                                           -                                                         (1,594)                                             (6,989)
 Brokerage service fees                                       (600)                       (277)                                   (4,158)                                                         (133)                                   -                                  (5,168)                                                           (778)                                                     (1)                                                 (5,947)
 Guarantees and letters of credit                             -                           (11)                                    (136)                                                           -                                       -                                  (147)                                                             (95)                                                      (2)                                                 (244)
 Advisory                                                     -                           -                                       (157)                                                           -                                       -                                  (157)                                                             -                                                         -                                                   (157)
 Other                                                                  (7,258)                            -                                                   -                                                   -                                      43                                              (7,215)                                                       (1,048)                                                 -                                      (8,263)
 Net fee and commission income                                       190,708                       21,201                                              37,402                                                1,203                                       (48)                                          250,466                                                          44,392                                            7,275                                      302,133
 Net foreign currency gain                                    85,043                      15,885                                  37,221                                                          35,902                                  -                                  174,051                                                           71,870                                                    52,270                                              298,191
 Net gains/(losses) on extinguishment of debt                 -                           2                                       8                                                               -                                       -                                  10                                                                -                                                         (235)                                               (225)
 Regulatory-related expenses                                  (22,509)                    (1,971)                                 (355)                                                           -                                       -                                  (24,835)                                                          (5,400)                                                   (1,365)                                             (31,600)
 Other expenses                                               -                           -                                       -                                                               -                                       -                                  -                                                                 (3,144)                                                   -                                                   (3,144)
 Net other gains/(losses)                                     (4,492)                     667                                     14,660                                                          11,440                                  (320)                              21,955                                                            3,530                                                     4,102                                               29,587
 Net operating income                                         776,024                     195,342                                 421,090                                                         41,856                                  (368)                              1,433,944                                                         499,069                                                   83,770                                              2,016,783

 Operating expenses                                           (291,580)                   (52,013)                                (64,467)                                                        (15,548)                                368                                (423,240)                                                         (244,028)                                                 (53,418)                                            (720,686)

 Profit from associates                                       -                           -                                       -                                                               736                                     -                                  736                                                               -                                                         -                                                   736

 Operating income before cost of risk                         484,444                     143,329                                 356,623                                                         27,044                                  -                                  1,011,440                                                         255,041                                                   30,352                                              1,296,833

 Cost of risk                                                 (31,294)                    (17,417)                                (14,511)                                                        (616)                                   -                                  (63,838)                                                          (13,940)                                                  69                                                  (77,709)

 Profit before income tax                                     453,150                     125,912                                 342,112                                                         26,428                                  -                                  947,602                                                           241,101                                                   30,421                                              1,219,124

 Income tax expense                                           (76,169)                    (20,535)                                (58,006)                                                        22,027                                  -                                  (132,683)                                                         (49,796)                                                  (10,334)                                            (192,813)

 Profit for the period                                        376,981                     105,377                                 284,106                                                         48,455                                  -                                  814,919                                                           191,305                                                   20,087                                              1,026,311

 Assets and liabilities

 Loans to customers, factoring and finance lease receivables  12,190,163                  5,447,299                               9,651,145                                                       -                                       -                                  27,288,607                                                        11,818,695                                                958,362                                             40,065,664
 Total assets                                                 18,994,006                  6,363,741                               12,760,315                                                      4,249,427                               (237,349)                          42,130,140                                                        16,552,268                                                2,187,448                                           60,869,856
 Client deposits and notes                                    16,385,011                  2,526,790                               8,081,092                                                       421,957                                 (102,300)                          27,312,550                                                        9,630,051                                                 1,687,373                                           38,629,974
 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                                       48,160                      4,226                                   1,822                                                           32                                      -                                  54,240                                                            15,589                                                    3,001                                               72,830
 Intangible assets                                            19,841                      3,496                                   1,885                                                           120                                     -                                  25,342                                                            20,583                                                    6,920                                               52,845
 Capital expenditure                                          68,001                      7,722                                   3,707                                                           152                                     -                                  79,582                                                            36,172                                                    9,921                                               125,675

 Depreciation, amortisation and impairment                    (57,920)                    (7,996)                                 (3,354)                                                         (128)                                   -                                  (69,398)                                                          (29,958)                                                  (5,904)                                             (105,260)

 

 

6.     Cash and cash equivalents
                                                                                 As at
                                                                                 30 June 2026 (unaudited)      31 December 2025
 Cash on hand                                                                    1,334,450                     1,412,335
 Current accounts with central banks                                             1,594,001                     1,261,489
 Current accounts with credit institutions                                       1,293,361                     1,403,185
 Placements with and receivables from credit institutions with maturities of up  825,369                       495,596
 to 90 days
 Cash and cash equivalents, gross                                                5,047,181                     4,572,605
 Less - Allowance for expected credit loss                                        (427)                         (559)
 Cash and cash equivalents, net                                                  5,046,754                     4,572,046

 

 

Of the above cash and cash equivalents as at 30 June 2026, GEL 1,487,069 (31
December 2025: GEL 1,155,797) was placed on current and time deposit accounts
with internationally recognised OECD banks and central banks that are the
counterparties of the Group in performing international settlements. The Group
earned up to 3.70% interest per annum on these deposits (31 December 2025: up
to 8.10%). Management does not expect any losses from non-performance by the
counterparties holding cash and cash equivalents, and there are no material
differences between their book and fair values.

 

Current accounts with central banks include mandatory reserves relating to GEL
and AMD denominated liabilities, which are maintained as an average balance on
correspondent accounts with the NBG and CBA. These balances remain
operationally available, provided that the required average reserve balance is
maintained throughout the maintenance period.

 

7.     Amounts due from credit institutions

 

                                                                              As at
                                                                              30 June 2026 (unaudited)      31 December 2025
 Obligatory reserves with central banks                                        2,815,178                     3,108,019
 Receivables from reverse REPO operations                                      904,471                       394,325
 Placements with and receivables from credit institutions with maturities of   42,024                        34,157
 more than 90 days
 Restricted cash                                                               17,795                        18,009
 Amounts due from credit institutions, gross                                   3,779,468                     3,554,510
 Less - Allowance for expected credit loss                                     (2,452)                       (2,253)
 Amounts due from credit institutions, net                                     3,777,016                     3,552,257

 

 

Obligatory reserves with central banks represent amounts deposited with the
NBG, the CBA and National Bank of the Republic of Belarus (the "NBRB"). Credit
institutions are required to maintain cash deposits (obligatory reserve) with
the NBG, CBA and with the NBRB, the amount of which depends on the level of
funds attracted by the credit institution. The Group's ability to withdraw
these deposits is restricted by regulation. The Group earned up to 3.25% and
4.00% interest on obligatory reserves with NBG and 0.00% interest on
obligatory reserve with CBA and NBRB for the period ended 30 June 2026 and 31
December 2025.

 

Restricted cash includes amounts placed with payment systems which serve as
guarantee funds for card transaction settlements and are subject to withdrawal
restrictions.

 

 

 

8.     Investment securities and investment securities pledged under sale and repurchase agreements and securities lending

 

Investment securities

                                                                    As at
                                                                    30 June 2026 (unaudited)                   31 December 2025
 Investment securities measured at FVOCI - debt instruments  1                 6,300,069                                  6,612,866
 Investment securities measured at FVTPL - debt instruments  2                    171,413                                    134,695
 Investment securities designated as at FVOCI - equity investments                  26,618                                     27,718
 Investment securities measured at FVTPL - equity instruments                       19,118                                     17,609
 Investment securities measured at FV                                          6,517,218                                  6,792,888

 

                                                        30 June 2026 (unaudited)                    31 December 2025
 Investment securities measured at amortised cost  3               3,222,973                                   3,257,320
 Less: allowance for expected credit losses                             (2,637)                                     (2,971)
 Investment securities measured at amortized cost, net             3,220,336                                   3,254,349

 

8.     Investment securities and investments securities pledged under sale
and repurchase agreements and securities lending (continued)

 

Investment securities (Continued)

 

 1  Investment securities measured at FVOCI - debt instruments comprise:

                                                             30 June 2026 (unaudited)             31 December 2025
 Ministry of Finance of Georgia treasury bonds                       4,291,790                            4,201,743
 Ministry of Finance of Georgia treasury bills                            72,962                               59,065
 US treasury bills                                                   1,607,070                            1,912,095
 US treasury bonds                                                        52,581                             134,558
 Foreign treasury bills                                                   60,638                               57,913
 Government securities of the Republic of Armenia                         59,600                               97,309
 Government Eurobonds of the Republic of Armenia                          23,207                                      -
 Certificates of deposit of central banks                                 19,715                                 9,893
 Other debt instruments  1.1                                            112,506                              140,290
 Investment securities measured at FVOCI - debt instruments          6,300,069                            6,612,866

 

 1.1  Other debt instruments measured at FVOCI comprise:

                                                                   30 June 2026 (unaudited)             31 December 2025
 European Bank for Reconstruction and Development                               91,985                               92,128
 Other debt instruments                                                         20,521                               48,162
 Investment securities measured at FVOCI - Other debt instruments             112,506                              140,290

 

 

 2  Investment securities measured at FVTPL - debt instruments comprise:

                                                             30 June 2026 (unaudited)                          31 December 2025
 Ministry of Finance of Georgia treasury bonds                              2,631                                                  -
 Government securities of the Republic of Armenia                         54,496                                            38,431
 Government Eurobonds of the Republic of Armenia                                 -                                          11,619
 Other debt instruments                                                 114,286                                             84,645
 Investment securities measured at FVTPL - debt instruments              171,413                                          134,695

 

 3  Investment securities measured at amortised cost - debt instruments
comprise:

                                                                             30 June 2026 (unaudited)      31 December 2025
 Ministry of Finance of Georgia treasury bonds                               1,650                         10,836
 US treasury bonds                                                           845,913                       499,263
 Government securities of the Republic of Armenia                            1,018,538                     990,671
 Other debt instruments  3.1                                                 1,356,872                     1,756,550
 Investment securities measured at amortised cost - debt instruments, gross  3,222,973                     3,257,320
 Less: allowance for expected credit losses                                  (2,637)                       (2,971)
 Investment securities measured at amortised cost - debt instruments, net    3,220,336                     3,254,349

 

 

 3.1  Other debt instruments measured at amortised cost comprise:

                                                                             30 June 2026 (unaudited)             31 December 2025
 Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden N.V.                   460,073                              460,167
 European Bank for Reconstruction and Development                                       389,142                              446,713
 International Finance Corporation                                                      119,736                              263,199
 Georgia Healthcare Group JSC                                                           142,627                              142,623
 Asian Development Bank                                                                   68,484                             257,128
 Tegeta Motors LLC                                                                        25,449                               25,442
 Other debt instruments                                                                 151,361                              161,278
 Investment securities measured at amortised cost - Other debt instruments,          1,356,872                            1,756,550
 gross

 

 

 

 

 

 

 

 

 

 

8.     Investment securities and investments securities pledged under sale
and repurchase agreements and securities lending (continued)

 

Investment securities (Continued)

 

Investment securities pledged were as follows:

 Investment securities pledged for short-term loans from central banks  30 June 2026 (unaudited)                   31 December 2025
 Georgian Ministry of Finance treasury bonds                            55,056                                     1,175,413
 Government securities of the Republic of Armenia                       21,260                                     12,887
 Government securities and Eurobonds of the Republic of Armenia         9,573                                      134,525
 Total                                                                  85,889                                     1,322,825
 Out of which:
 Measured at FVOCI                                                                      55,056                                1,175,413
 Measured at amortised cost                                                             30,833                                   147,412

 Investment securities pledged for Ministry of Finance of Georgia       30 June 2026 (unaudited)                   31 December 2025
 Georgian Ministry of Finance treasury bonds                            3,135,500                                  109,233
 Other debt instruments                                                 -                                          106,164
 Total                                                                  3,135,500                                  215,397
 Out of which:
 Measured at FVOCI                                                      3,135,500                                  109,233
 Measured at amortised cost                                             -                                          106,164

 

 

For the period ended 30 June 2026 net gains on derecognition of investment
securities measured at FVOCI comprised GEL 2,918 (period ended 30 June 2025:
GEL 2,226) which is included in net other income.

 

As at 30 June 2026, allowance for ECL on investment securities measured at
FVOCI comprised GEL 8,947 (31 December 2025: GEL 9,681).

 

During 2026 the reporting period, the Group sold investment securities
measured at amortised cost with a total carrying amount of GEL 12,944 (period
ended 30 June 2025: GEL 39,604) and recognised a gain/(loss) of GEL 407
(period ended 30 June 2025: GEL 44).

 

The disposals occurred on an infrequent basis and were incidental to the
Group's business model. They do not represent a recurring or systematic
activity and remain below the internally established threshold for assessing
consistency with its business objective.

 

The Group's consistent practice remains to hold such instruments to collect
contractual cash flows, and the observed sales do not indicate any change in
the underlying business objective. The Group will continue to monitor the
frequency and volume of such transactions going forward to ensure ongoing
alignment with its business model.

 

Investment securities pledged under sale and repurchase agreements and
securities lending

 

 

 Pledged investment securities                                        30 June 2026 (unaudited)      31 December 2025
 Investment securities measured at FVOCI - debt instruments           3,190,556                     1,284,646
 Investment securities measured at amortised cost - debt instruments  30,833                        253,576
 Total                                                                3,221,389                     1,538,222

 

8.     Investment securities and investments securities pledged under sale
and repurchase agreements and securities lending (continued)

 

Investment securities pledged under sale and repurchase agreements and
securities lending (Continued)

 

 6  Investment securities pledged under sale and repurchase agreements and
securities lending measured at amortised cost - debt instruments comprise:

                                                                           30 June 2026 (unaudited)      31 December 2025
 Government securities of the Republic of Armenia                          21,295                        12,911
 Government Eurobonds of the Republic of Armenia                           9,588                         134,720
 Other debt instruments                                                    289,820                       -
  Investment securities pledged under sale and repurchase agreements and   320,703                       147,631
 securities lending measured at amortised cost - debt instruments, gross
 Less: allowance for expected credit losses                                (49)                          (215)
  Investment securities pledged under sale and repurchase agreements and   320,654                       147,416
 securities lending measured at amortised cost - debt instruments, net

 

Investment securities are pledged as collateral as part of sales and
repurchases and securities borrowing under terms that are usual and customary
for such activities.

9.     Loans to customers, factoring and finance lease receivables
                                                                    As at
                                                                    30 June 2026 (unaudited)      31 December 2025
 Commercial loans                                                   16,404,390                    14,462,893
 Consumer loans                                                     10,752,462                    9,635,635
 Residential mortgage loans                                         9,222,722                     8,483,490
 Micro and SME loans                                                7,564,631                     7,152,602
 Gold - pawn loans                                                  344,806                       240,532
 Loans to customers at amortised cost, gross                        44,289,011                    39,975,152
 Less - Allowance for expected credit loss                          (580,046)                     (525,589)
 Loans to customers at amortised cost, net                          43,708,965                    39,449,563

 Finance lease receivables, gross                                   502,773                       444,793
 Less - Allowance for expected credit loss                          (4,298)                       (6,026)
 Finance lease receivables, net                                     498,475                       438,767

 Factoring receivables, gross                                       221,958                       177,756
 Less - Allowance for expected credit loss                          (355)                         (422)
 Factoring receivables, net                                         221,603                       177,334

 Total loans to customers, factoring and finance lease receivables  44,429,043                    40,065,664

 

 

As at 30 June 2026, loans to customers carried at GEL 0 (31 December 2025: GEL
1,965,789) were pledged for short-term loans from the NBG under terms that are
usual and customary for such activities.

9.     Loans to customers, factoring and finance lease receivables
(continued)

 

Expected credit loss

 

Movements of the gross loans and respective allowance for expected credit loss
/ impairment of loans to customers by class are provided in the table below,
within which the new financial asset originated or purchased and the assets
repaid during the year include the effects from revolving loans and increase
of exposure to clients, where existing loans have been repaid with new
contracts issued during the year. All new financial assets are originated
either in Stage 1 or POCI category. Utilisation of additional tranches on
existing financial assets are reflected in Stage 2 or Stage 3 if the credit
risk of the borrower has deteriorated since initiation. Currency translation
differences relate to loans issued by the subsidiaries of the Group whose
functional currency is different from the presentation currency of the Group,
while foreign exchange movement relates to foreign currency denominated loans
issued by the Group. Net other changes in gross loan balances includes the
effects of changes in accrued interest. Net other measurement of ECL includes
the effect of changes in ECL due to changes in PDs and other inputs, as well
as the effect from ECL attributable to changes in accrued interest.

 

 Loans to customer at amortised cost, gross:
                                                                        Stage 1           Stage 2        Stage 3        POCI          Total
 Balance at 31 December 2025                                            37,535,746        1,527,821      779,346        132,239       39,975,152
 New financial asset originated or purchased                            15,650,398        37,616         -              21,365        15,709,379
 Transfer to Stage 1                                                    388,825           (386,813)      (2,012)        -             -
 Transfer to Stage 2                                                    (1,150,134)       1,190,766      (40,632)       -             -
 Transfer to Stage 3                                                    (50,907)          (232,112)      283,019        -             -
 Assets repaid                                                          (10,583,934)      (384,526)      (161,194)      (39,987)      (11,169,641)
 Impact of modifications                                                2,290             572            (2,463)        (132)         267
 Foreign exchange movement                                              (486,012)         (24,540)       (12,479)       (11,539)      (534,570)
 Net other changes                                                      277,926           (172,365)      59,305         21,449        186,315
 Write-offs                                                             -                 (5)            (74,895)       (18,228)      (93,128)
 Recoveries of amounts previously written off                           -                 -              22,441         12,624        35,065
 Unwind of discount                                                     -                 -              11,012         3,455         14,467
 Currency translation differences                                       162,341           80             2,339          945           165,705
 Balance at 30 June 2026                                                41,746,539        1,556,494      863,787        122,191       44,289,011

 Individually assessed                                                  6,600,942         22,557         407,692        55,584        7,086,775
 Collectively assessed                                                  35,145,597        1,533,937      456,095        66,607        37,202,236
 Balance at 30 June 2026                                                41,746,539        1,556,494      863,787        122,191       44,289,011

 Loans to customer at amortised cost, ECL:
                                                                        Stage 1           Stage 2        Stage 3        POCI          Total
 Balance at 31 December 2025                                            140,330           72,011         310,343        2,905         525,589
 New financial asset originated or purchased                            83,740            828            -              341           84,909
 Transfer to Stage 1                                                    21,839            (21,827)       (12)           -             -
 Transfer to Stage 2                                                    (45,711)          59,787         (14,076)       -             -
 Transfer to Stage 3                                                    (9,120)           (18,409)       27,529         -             -
 Impact on ECL of exposures transferred between stages during the year  (12,507)          25,478         48,062         -             61,033
 Assets repaid                                                          (54,197)          (31,090)       (50,632)       (3,639)       (139,558)
 Impact of modifications                                                192               2              (670)          35            (441)
 Foreign exchange movement                                              (1,564)           (777)          (3,938)        (576)         (6,855)
 Day 2' expected credit loss on business combination                    -                 -              -              -             -
 Net other measurement of ECL                                           46,931            6,376          40,782         3,824         97,913
 Income statement (releases)/charges                                    29,603            20,368         47,045         (15)          97,001
 Write-offs                                                             -                 (5)            (74,895)       (18,228)      (93,128)
 Recoveries of amounts previously written off                           -                 -              22,441         12,624        35,065
 Unwind of discount                                                     -                 -              11,010         3,457         14,467
 Currency translation differences                                       275               (2)            666            113           1,052
 Balance at 30 June 2026                                                170,208           92,372         316,610        856           580,046

 Individually assessed                                                  42,626            2,180          134,981        5,464         185,251
 Collectively assessed                                                  127,582           90,192         181,629        (4,608)       394,795
 Balance at 30 June 2026                                                170,208           92,372         316,610        856           580,046

 

 

9.     Loans to customers, factoring and finance lease receivables
(continued)

 

Expected credit loss (continued)

 

 Commercial loans at amortised cost, gross:
                                                                        Stage 1          Stage 2        Stage 3       POCI         Total
 Balance at 31 December 2025                                            13,421,595       811,032        213,918       16,348       14,462,893
 New financial asset originated or purchased                            6,159,195        36,895         -             3,386        6,199,476
 Transfer to Stage 1                                                    8,401            (8,401)        -             -            -
 Transfer to Stage 2                                                    (243,814)        243,814        -             -            -
 Transfer to Stage 3                                                    -                (66,087)       66,087        -            -
 Assets repaid                                                          (3,886,069)      (244,373)      (45,212)      (9,966)      (4,185,620)
 Resegmentation                                                         23,926           (1,480)        -             -            22,446
 Impact of modifications                                                (303)            417            433           (1)          546
 Foreign exchange movement                                              (305,492)        (18,773)       (5,144)       (120)        (329,529)
 Net other changes                                                      159,327          1,256          (4,085)       1,838        158,336
 Write-offs                                                             -                -              -             (369)        (369)
 Recoveries of amounts previously written off                           -                -              1,771         2,644        4,415
 Unwind of discount                                                     -                -              3,134         (24)         3,110
 Currency translation differences                                       68,829           41             (184)         -            68,686
 Balance at 30 June 2026                                                15,405,595       754,341        230,718       13,736       16,404,390

 Individually assessed                                                  5,596,009        -              222,698       12,721       5,831,428
 Collectively assessed                                                  9,809,586        754,341        8,020         1,015        10,572,962
 Balance at 30 June 2026                                                15,405,595       754,341        230,718       13,736       16,404,390

 Commercial loans at amortised cost, ECL:
                                                                        Stage 1          Stage 2        Stage 3       POCI         Total
 Balance at 31 December 2025                                            45,928           28,876         108,045       (1,179)      181,670
 New financial asset originated or purchased                            23,261           823            -             181          24,265
 Transfer to Stage 1                                                    31               (31)           -             -            -
 Transfer to Stage 2                                                    (2,477)          2,477          -             -            -
 Transfer to Stage 3                                                    -                (1,367)        1,367         -            -
 Impact on ECL of exposures transferred between stages during the year  (6)              2,904          3,626         -            6,524
 Assets repaid                                                          (8,990)          (7,529)        (8,066)       (896)        (25,481)
 Resegmentation                                                         11               (369)          (15)          -            (373)
 Impact of modifications                                                -                3              263           1            267
 Foreign exchange movement                                              (1,097)          (623)          (2,339)       18           (4,041)
 Net other measurement of ECL                                           3,484            4,128          (10,948)      (2,379)      (5,715)
 Income statement (releases)/charges                                    14,217           416            (16,112)      (3,075)      (4,554)
 Write-offs                                                             -                -              -             (369)        (369)
 Recoveries of amounts previously written off                           -                -              1,771         2,644        4,415
 Unwind of discount                                                     -                -              3,132         (22)         3,110
 Currency translation differences                                       (255)            (6)            (152)         2            (411)
 Balance at 30 June 2026                                                59,890           29,286         96,684        (1,999)      183,861

 Individually assessed                                                  35,084           -              94,481        (2,094)      127,471
 Collectively assessed                                                  24,806           29,286         2,203         95           56,390
 Balance at 30 June 2026                                                59,890           29,286         96,684        (1,999)      183,861

 

 

9.     Loans to customers, factoring and finance lease receivables
(continued)

 

Expected credit loss (continued)

 

 Residential mortgage loans at amortised cost, gross:
                                                                        Stage 1        Stage 2       Stage 3       POCI         Total
 Balance at 31 December 2025                                            8,201,505      140,895       109,672       31,418       8,483,490
 New financial asset originated or purchased                            1,717,695      -             -             3,398        1,721,093
 Transfer to Stage 1                                                    92,691         (92,029)      (662)         -            -
 Transfer to Stage 2                                                    (163,664)      173,913       (10,249)      -            -
 Transfer to Stage 3                                                    (11,550)       (17,586)      29,136        -            -
 Assets repaid                                                          (900,808)      (18,630)      (16,129)      (6,417)      (941,984)
 Resegmentation                                                         (110)          -             -             -            (110)
 Impact of modifications                                                655            90            4             16           765
 Foreign exchange movement                                              (54,114)       (1,338)       (2,992)       (427)        (58,871)
 Net other changes                                                      3,781          (42,074)      10,219        866          (27,208)
 Write-offs                                                             -              -             (3,296)       (995)        (4,291)
 Recoveries of amounts previously written off                           -              -             189           1,632        1,821
 Unwind of discount                                                     -              -             1,904         2,022        3,926
 Currency translation differences                                       42,813         73            1,098         107          44,091
 Balance at 30 June 2026                                                8,928,894      143,314       118,894       31,620       9,222,722

 Individually assessed                                                  -              506           73,760        5,168        79,434
 Collectively assessed                                                  8,928,894      142,808       45,134        26,452       9,143,288
 Balance at 30 June 2026                                                8,928,894      143,314       118,894       31,620       9,222,722

 Residential mortgage loans at amortised cost, ECL:
                                                                        Stage 1        Stage 2       Stage 3       POCI         Total
 Balance at 31 December 2025                                            4,456          1,549         21,533        (2,877)      24,661
 New financial asset originated or purchased                            1,494          -             -             19           1,513
 Transfer to Stage 1                                                    683            (679)         (4)           -            -
 Transfer to Stage 2                                                    (4,984)        5,782         (798)         -            -
 Transfer to Stage 3                                                    (2,579)        (562)         3,141         -            -
 Impact on ECL of exposures transferred between stages during the year  (384)          7             1,686         -            1,309
 Assets repaid                                                          (436)          (256)         (1,795)       (653)        (3,140)
 Resegmentation                                                         (1)            -             -             -            (1)
 Impact of modifications                                                7              1             23            1            32
 Foreign exchange movement                                              (20)           (11)          (510)         24           (517)
 Net other measurement of ECL                                           7,663          (4,100)       (3,100)       (328)        135
 Income statement (releases)/charges                                    1,443          182           (1,357)       (937)        (669)
 Write-offs                                                             -              -             (3,296)       (995)        (4,291)
 Recoveries of amounts previously written off                           -              -             189           1,632        1,821
 Unwind of discount                                                     -              -             1,904         2,022        3,926
 Currency translation differences                                       46             4             250           1            301
 Balance at 30 June 2026                                                5,945          1,735         19,223        (1,154)      25,749

 Individually assessed                                                  -              79            11,994        1,939        14,012
 Collectively assessed                                                  5,945          1,656         7,229         (3,093)      11,737
 Balance at 30 June 2026                                                5,945          1,735         19,223        (1,154)      25,749

 

9.     Loans to customers, factoring and finance lease receivables
(continued)

 

Expected credit loss (continued)

 

 Micro and SME loans at amortised cost, gross:
                                                                        Stage 1          Stage 2       Stage 3       POCI          Total
 Balance at 31 December 2025                                            6,652,227        201,771       243,994       54,610        7,152,602
 New financial asset originated or purchased                            2,233,616        653           -             12,507        2,246,776
 Transfer to Stage 1                                                    60,626           (59,964)      (662)         -             -
 Transfer to Stage 2                                                    (175,904)        180,321       (4,417)       -             -
 Transfer to Stage 3                                                    (19,039)         (60,716)      79,755        -             -
 Assets repaid                                                          (1,660,211)      (43,178)      (52,640)      (15,370)      (1,771,399)
 Resegmentation                                                         (23,966)         1,480         -             -             (22,486)
 Impact of modifications                                                171              (128)         (68)          (76)          (101)
 Foreign exchange movement                                              (104,932)        (3,897)       (3,934)       (10,885)      (123,648)
 Net other changes                                                      48,092           (5,109)       (2,823)       16,841        57,001
 Write-offs                                                             -                -             (7,515)       (10,514)      (18,029)
 Recoveries of amounts previously written off                           -                -             4,800         4,918         9,718
 Unwind of discount                                                     -                -             2,541         (1,103)       1,438
 Currency translation differences                                       31,832           (70)          307           690           32,759
 Balance at 30 June 2026                                                7,042,512        211,163       259,338       51,618        7,564,631

 Individually assessed                                                  1,004,933        18,087        55,845        34,664        1,113,529
 Collectively assessed                                                  6,037,579        193,076       203,493       16,954        6,451,102
 Balance at 30 June 2026                                                7,042,512        211,163       259,338       51,618        7,564,631

 Micro and SME loans at amortised cost, ECL:
                                                                        Stage 1          Stage 2       Stage 3       POCI          Total
 Balance at 31 December 2025                                            29,629           6,236         72,656        5,884         114,405
 New financial asset originated or purchased                            12,576           4             -             105           12,685
 Transfer to Stage 1                                                    2,524            (2,520)       (4)           -             -
 Transfer to Stage 2                                                    (7,687)          8,496         (809)         -             -
 Transfer to Stage 3                                                    (3,067)          (4,015)       7,082         -             -
 Impact on ECL of exposures transferred between stages during the year  (1,342)          3,998         11,327        -             13,983
 Assets repaid                                                          (7,285)          (1,127)       (11,252)      (792)         (20,456)
 Resegmentation                                                         (10)             369           15            -             374
 Impact of modifications                                                2                (4)           (51)          21            (32)
 Foreign exchange movement                                              (408)            (133)         (892)         (620)         (2,053)
 Net other measurement of ECL                                           5,342            (1,313)       (1,891)       5,337         7,475
 Income statement (releases)/charges                                    645              3,755         3,525         4,051         11,976
 Write-offs                                                             -                -             (7,515)       (10,514)      (18,029)
 Recoveries of amounts previously written off                           -                -             4,800         4,918         9,718
 Unwind of discount                                                     -                -             2,541         (1,103)       1,438
 Currency translation differences                                       213              (11)          (30)          60            232
 Balance at 30 June 2026                                                30,487           9,980         75,977        3,296         119,740

 Individually assessed                                                  7,542            1,387         15,792        3,025         27,746
 Collectively assessed                                                  22,945           8,593         60,185        271           91,994
 Balance at 30 June 2026                                                30,487           9,980         75,977        3,296         119,740

 

 

9.     Loans to customers, factoring and finance lease receivables
(continued)

 

Expected credit loss (continued)

 

 Consumer loans at amortised cost, gross:
                                                                        Stage 1          Stage 2        Stage 3       POCI         Total
 Balance at 31 December 2025                                            9,033,572        365,245        206,955       29,863       9,635,635
 New financial asset originated or purchased                            5,097,751        68             -             2,074        5,099,893
 Transfer to Stage 1                                                    220,490          (219,802)      (688)         -            -
 Transfer to Stage 2                                                    (545,515)        570,272        (24,757)      -            -
 Transfer to Stage 3                                                    (13,899)         (84,664)       98,563        -            -
 Assets repaid                                                          (3,810,729)      (69,483)       (42,759)      (8,234)      (3,931,205)
 Resegmentation                                                         150              -              -             -            150
 Impact of modifications                                                1,767            193            (2,832)       (71)         (943)
 Foreign exchange movement                                              (21,473)         (532)          (409)         (107)        (22,521)
 Net other changes                                                      65,549           (126,680)      55,840        1,904        (3,387)
 Write-offs                                                             -                (5)            (64,083)      (6,350)      (70,438)
 Recoveries of amounts previously written off                           -                -              15,690        3,430        19,120
 Unwind of discount                                                     -                -              3,429         2,560        5,989
 Currency translation differences                                       18,867           36             1,118         148          20,169
 Balance at 30 June 2026                                                10,046,530       434,648        246,067       25,217       10,752,462

 Individually assessed                                                  -                3,964          55,389        3,031        62,384
 Collectively assessed                                                  10,046,530       430,684        190,678       22,186       10,690,078
 Balance at 30 June 2026                                                10,046,530       434,648        246,067       25,217       10,752,462

 Consumer loans at amortised cost, ECL:
                                                                        Stage 1          Stage 2        Stage 3       POCI         Total
 Balance at 31 December 2025                                            60,304           35,347         106,928       1,077        203,656
 New financial asset originated or purchased                            46,163           1              -             36           46,200
 Transfer to Stage 1                                                    18,598           (18,594)       (4)           -            -
 Transfer to Stage 2                                                    (30,555)         42,982         (12,427)      -            -
 Transfer to Stage 3                                                    (3,270)          (12,461)       15,731        -            -
 Impact on ECL of exposures transferred between stages during the year  (10,774)         18,601         30,871        -            38,698
 Assets repaid                                                          (37,467)         (22,175)       (29,364)      (1,298)      (90,304)
 Impact of modifications                                                183              2              (905)         12           (708)
 Foreign exchange movement                                              (39)             (10)           (197)         2            (244)
 Net other measurement of ECL                                           30,408           7,657          56,581        1,194        95,840
 Income statement (releases)/charges                                    13,247           16,003         60,286        (54)         89,482
 Write-offs                                                             -                (5)            (64,083)      (6,350)      (70,438)
 Recoveries of amounts previously written off                           -                -              15,690        3,430        19,120
 Unwind of discount                                                     -                -              3,429         2,560        5,989
 Currency translation differences                                       272              11             598           50           931
 Balance at 30 June 2026                                                73,823           51,356         122,848       713          248,740

 Individually assessed                                                  -                714            12,714        2,594        16,022
 Collectively assessed                                                  73,823           50,642         110,134       (1,881)      232,718
 Balance at 30 June 2026                                                73,823           51,356         122,848       713          248,740

 

9.     Loans to customers, factoring and finance lease receivables
(continued)

 

Expected credit loss (continued)

 

 Gold - pawn loans at amortised cost, gross:
                                                                        Stage 1        Stage 2      Stage 3      POCI      Total
 Balance at 31 December 2025                                            226,847        8,878        4,807        -         240,532
 New financial asset originated or purchased                            442,141        -            -            -         442,141
 Transfer to Stage 1                                                    6,617          (6,617)      -            -         -
 Transfer to Stage 2                                                    (21,237)       22,446       (1,209)      -         -
 Transfer to Stage 3                                                    (6,419)        (3,059)      9,478        -         -
 Assets repaid                                                          (326,117)      (8,862)      (4,454)      -         (339,433)
 Foreign exchange movement                                              (1)            -            -            -         (1)
 Net other changes                                                      1,177          242          154          -         1,573
 Write-offs                                                             -              -            (1)          -         (1)
 Recoveries of amounts previously written off                           -              -            (9)          -         (9)
 Unwind of discount                                                     -              -            4            -         4
 Balance at 30 June 2026                                                323,008        13,028       8,770        -         344,806

 Collectively assessed                                                  323,008        13,028       8,770        -         344,806
 Balance at 30 June 2026                                                323,008        13,028       8,770        -         344,806

 Gold - pawn loans at amortised cost, ECL:
                                                                        Stage 1        Stage 2      Stage 3      POCI      Total
 Balance at 31 December 2025                                            13             3            1,181        -         1,197
 New financial asset originated or purchased                            246            -            -            -         246
 Transfer to Stage 1                                                    3              (3)          -            -         -
 Transfer to Stage 2                                                    (8)            50           (42)         -         -
 Transfer to Stage 3                                                    (204)          (4)          208          -         -
 Impact on ECL of exposures transferred between stages during the year  (1)            (32)         552          -         519
 Assets repaid                                                          (19)           (3)          (155)        -         (177)
 Net other measurement of ECL                                           34             4            140          -         178
 Income statement (releases)/charges                                    51             12           703          -         766
 Write-offs                                                             -              -            (1)          -         (1)
 Recoveries of amounts previously written off                           -              -            (9)          -         (9)
 Unwind of discount                                                     -              -            4            -         4
 Currency translation differences                                       (1)            -            -            -         (1)
 Balance at 30 June 2026                                                63             15           1,878        -         1,956

 Collectively assessed                                                  63             15           1,878        -         1,956
 Balance at 30 June 2026                                                63             15           1,878        -         1,956

 

 

 

9.     Loans to customers, factoring and finance lease receivables
(continued)

 

Expected credit loss (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                            11,395,983       39,563         25,423         22,680        11,483,649
 Transfer to Stage 1                                                    358,412          (357,203)      (1,209)        -             -
 Transfer to Stage 2                                                    (855,432)        890,787        (35,355)       -             -
 Transfer to Stage 3                                                    (20,702)         (167,744)      188,446        -             -
 Assets repaid                                                          (8,265,360)      (217,172)      (132,481)      (26,898)      (8,641,911)
 Impact of modifications                                                (55)             367            (2,494)        (26)          (2,208)
 Foreign exchange movement                                              103,808          5,659          (933)          (1,096)       107,438
 Net other changes                                                      32,660           (68,792)       37,746         5,889         7,503
 Write-offs                                                             -                -              (71,483)       (1,801)       (73,284)
 Recoveries of amounts previously written off                           -                -              30,557         13,578        44,135
 Unwind of discount                                                     -                -              6,815          (424)         6,391
 Currency translation differences                                       33,031           1,312          2,089          (84)          36,348
 Balance at 30 June 2025                                                34,693,399       1,014,780      604,598        156,297       36,469,074

 Individually assessed                                                  4,421,212        -              267,735        90,697        4,779,644
 Collectively assessed                                                  30,272,187       1,014,780      336,863        65,600        31,689,430
 Balance at 30 June 2025                                                34,693,399       1,014,780      604,598        156,297       36,469,074

 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                            72,998           1,874          3,522          3,004         81,398
 Transfer to Stage 1                                                    15,709           (15,145)       (564)          -             -
 Transfer to Stage 2                                                    (21,810)         32,617         (10,807)       -             -
 Transfer to Stage 3                                                    (930)            (13,554)       14,484         -             -
 Impact on ECL of exposures transferred between stages during the year  (8,139)          7,905          39,316         -             39,082
 Assets repaid                                                          (47,809)         (15,321)       (54,952)       (16,258)      (134,340)
 Impact of modifications                                                (142)            32             (832)          (13)          (955)
 Foreign exchange movement                                              776              297            1,205          333           2,611
 Net other measurement of ECL                                           (3,293)          2,451          75,981         1,104         76,243
 Income statement (releases)/charges                                    7,360            1,156          67,353         (11,830)      64,039
 Write-offs                                                             -                -              (71,483)       (1,801)       (73,284)
 Recoveries of amounts previously written off                           -                -              30,557         13,578        44,135
 Unwind of discount                                                     -                -              6,815          (424)         6,391
 Currency translation differences                                       87               11             (564)          1             (465)
 Balance at 30 June 2025                                                135,019          40,528         270,900        24,681        471,128

 Individually assessed                                                  33,000           -              129,333        15,596        177,929
 Collectively assessed                                                  102,019          40,528         141,567        9,085         293,199
 Balance at 30 June 2025                                                135,019          40,528         270,900        24,681        471,128

 

 

 

9.     Loans to customers, factoring and finance lease receivables
(continued)

 

Expected credit loss (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                            4,338,978        26,342         22,701        18,533        4,406,554
 Transfer to Stage 1                                                    25,106           (25,106)       -             -             -
 Transfer to Stage 2                                                    (201,598)        201,598        -             -             -
 Transfer to Stage 3                                                    (68)             (28,246)       28,314        -             -
 Assets repaid                                                          (3,161,453)      (107,410)      (49,300)      (14,355)      (3,332,518)
 Resegmentation                                                         58,703           -              -             -             58,703
 Impact of modifications                                                (140)            (222)          264           -             (98)
 Foreign exchange movement                                              64,819           2,518          (521)         (371)         66,445
 Net other changes                                                      (34,141)         5,035          (288)         (497)         (29,891)
 Write-offs                                                             -                -              (508)         (518)         (1,026)
 Recoveries of amounts previously written off                           -                -              1,207         11,999        13,206
 Unwind of discount                                                     -                -              3,738         238           3,976
 Currency translation differences                                       14,268           749            958           1             15,976
 Balance at 30 June 2025                                                12,735,099       353,329        195,269       30,301        13,313,998

 Individually assessed                                                  3,671,437        -              189,068       27,068        3,887,573
 Collectively assessed                                                  9,063,662        353,329        6,201         3,233         9,426,425
 Balance at 30 June 2025                                                12,735,099       353,329        195,269       30,301        13,313,998

 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                            15,121           446            2,974         2,243         20,784
 Transfer to Stage 1                                                    723              (723)          -             -             -
 Transfer to Stage 2                                                    (2,357)          2,357          -             -             -
 Transfer to Stage 3                                                    -                (29)           29            -             -
 Impact on ECL of exposures transferred between stages during the year  (636)            1,054          3,820         -             4,238
 Assets repaid                                                          (6,889)          (1,894)        (6,543)       (13,324)      (28,650)
 Resegmentation                                                         94               -              -             -             94
 Impact of modifications                                                -                2              123           -             125
 Foreign exchange movement                                              726              273            933           (170)         1,762
 Net other measurement of ECL                                           (2,147)          (1,929)        3,487         1,383         794
 Income statement (releases)/charges                                    4,635            (443)          4,823         (9,868)       (853)
 Write-offs                                                             -                -              (508)         (518)         (1,026)
 Recoveries of amounts previously written off                           -                -              1,207         11,999        13,206
 Unwind of discount                                                     -                -              3,738         238           3,976
 Currency translation differences                                       15               (2)            (892)         -             (879)
 Balance at 30 June 2025                                                44,632           6,024          113,897       7,605         172,158

 Individually assessed                                                  28,453           -              109,783       6,474         144,710
 Collectively assessed                                                  16,179           6,024          4,114         1,131         27,448
 Balance at 30 June 2025                                                44,632           6,024          113,897       7,605         172,158

 

 

 

9.     Loans to customers, factoring and finance lease receivables
(continued)

 

Expected credit loss (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                            1,096,210      -              192           1,335        1,097,737
 Transfer to Stage 1                                                    102,268        (101,927)      (341)         -            -
 Transfer to Stage 2                                                    (139,304)      147,978        (8,674)       -            -
 Transfer to Stage 3                                                    (2,196)        (18,493)       20,689        -            -
 Assets repaid                                                          (713,890)      (15,061)       (15,183)      (4,957)      (749,091)
 Resegmentation                                                         (20)           -              -             -            (20)
 Impact of modifications                                                878            (18)           151           (19)         992
 Foreign exchange movement                                              19,200         403            (171)         (140)        19,292
 Net other changes                                                      (2,885)        (10,859)       2,401         2,487        (8,856)
 Write-offs                                                             -              -              (4,516)       (280)        (4,796)
 Recoveries of amounts previously written off                           -              -              2,392         559          2,951
 Unwind of discount                                                     -              -              264           235          499
 Currency translation differences                                       (1,910)        17             (28)          (10)         (1,931)
 Balance at 30 June 2025                                                7,611,782      147,726        58,023        36,874       7,854,405

 Individually assessed                                                  624            -              17,127        5,100        22,851
 Collectively assessed                                                  7,611,158      147,726        40,896        31,774       7,831,554
 Balance at 30 June 2025                                                7,611,782      147,726        58,023        36,874       7,854,405

 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                            931            -              150           362          1,443
 Transfer to Stage 1                                                    623            (576)          (47)          -            -
 Transfer to Stage 2                                                    (290)          903            (613)         -            -
 Transfer to Stage 3                                                    (14)           (554)          568           -            -
 Impact on ECL of exposures transferred between stages during the year  (285)          (148)          991           -            558
 Assets repaid                                                          (318)          (164)          (2,638)       (850)        (3,970)
 Impact of modifications                                                6              -              73            (1)          78
 Foreign exchange movement                                              2              (5)            25            (7)          15
 Net other measurement of ECL                                           941            939            4,324         (69)         6,135
 Income statement (releases)/charges                                    1,596          395            2,833         (565)        4,259
 Write-offs                                                             -              -              (4,516)       (280)        (4,796)
 Recoveries of amounts previously written off                           -              -              2,392         559          2,951
 Unwind of discount                                                     -              -              264           235          499
 Currency translation differences                                       (6)            -              (2)           (1)          (9)
 Balance at 30 June 2025                                                4,335          1,552          8,836         2,806        17,529

 Individually assessed                                                  -              -              2,236         112          2,348
 Collectively assessed                                                  4,335          1,552          6,600         2,694        15,181
 Balance at 30 June 2025                                                4,335          1,552          8,836         2,806        17,529

 

 

 

 

9.     Loans to customers, factoring and finance lease receivables
(continued)

 

Expected credit loss (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                            1,807,563        751           221           721          1,809,256
 Transfer to Stage 1                                                    64,772           (64,525)      (247)         -            -
 Transfer to Stage 2                                                    (140,314)        148,640       (8,326)       -            -
 Transfer to Stage 3                                                    (6,328)          (49,595)      55,923        -            -
 Assets repaid                                                          (1,382,193)      (31,391)      (28,280)      (2,142)      (1,444,006)
 Resegmentation                                                         (58,607)         -             -             -            (58,607)
 Impact of modifications                                                (34)             384           (488)         (2)          (140)
 Foreign exchange movement                                              13,665           2,168         (466)         (634)        14,733
 Net other changes                                                      21,084           248           6,234         1,439        29,005
 Write-offs                                                             -                -             (11,452)      (735)        (12,187)
 Recoveries of amounts previously written off                           -                -             7,387         448          7,835
 Unwind of discount                                                     -                -             1,774         (776)        998
 Currency translation differences                                       5,230            471           764           (70)         6,395
 Balance at 30 June 2025                                                6,222,195        203,869       213,365       61,835       6,701,264

 Individually assessed                                                  749,114          -             48,695        57,375       855,184
 Collectively assessed                                                  5,473,081        203,869       164,670       4,460        5,846,080
 Balance at 30 June 2025                                                6,222,195        203,869       213,365       61,835       6,701,264

 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                            9,952            4             3             108          10,067
 Transfer to Stage 1                                                    1,467            (1,277)       (190)         -            -
 Transfer to Stage 2                                                    (1,546)          2,858         (1,312)       -            -
 Transfer to Stage 3                                                    (326)            (2,490)       2,816         -            -
 Impact on ECL of exposures transferred between stages during the year  (667)            801           8,246         -            8,380
 Assets repaid                                                          (4,469)          (883)         (12,480)      (365)        (18,197)
 Resegmentation                                                         (93)             -             -             -            (93)
 Impact of modifications                                                3                29            (134)         (1)          (103)
 Foreign exchange movement                                              21               12            81            520          634
 Net other measurement of ECL                                           2,020            1,747         16,431        (1,343)      18,855
 Income statement (releases)/charges                                    6,362            801           13,461        (1,081)      19,543
 Write-offs                                                             -                -             (11,452)      (735)        (12,187)
 Recoveries of amounts previously written off                           -                -             7,387         448          7,835
 Unwind of discount                                                     -                -             1,774         (776)        998
 Currency translation differences                                       (2)              (10)          117           4            109
 Balance at 30 June 2025                                                25,647           6,165         73,349        10,141       115,302

 Individually assessed                                                  4,547            -             13,519        8,970        27,036
 Collectively assessed                                                  21,100           6,165         59,830        1,171        88,266
 Balance at 30 June 2025                                                25,647           6,165         73,349        10,141       115,302

 

 

 

9.     Loans to customers, factoring and finance lease receivables
(continued)

 

Expected credit loss (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                            3,972,137        12,470         933           2,091        3,987,631
 Transfer to Stage 1                                                    162,501          (161,880)      (621)         -            -
 Transfer to Stage 2                                                    (363,888)        381,605        (17,717)      -            -
 Transfer to Stage 3                                                    (11,749)         (70,580)       82,329        -            -
 Assets repaid                                                          (2,867,247)      (57,940)       (38,193)      (5,444)      (2,968,824)
 Resegmentation                                                         (76)             -              -             -            (76)
 Impact of modifications                                                (759)            223            (2,421)       (5)          (2,962)
 Foreign exchange movement                                              6,126            570            225           49           6,970
 Net other changes                                                      48,335           (63,246)       29,331        2,460        16,880
 Write-offs                                                             -                -              (55,004)      (268)        (55,272)
 Recoveries of amounts previously written off                           -                -              19,572        572          20,144
 Unwind of discount                                                     -                -              1,039         (121)        918
 Currency translation differences                                       15,443           75             395           (5)          15,908
 Balance at 30 June 2025                                                7,944,598        303,176        134,746       27,287       8,409,807

 Individually assessed                                                  37               -              12,845        1,154        14,036
 Collectively assessed                                                  7,944,561        303,176        121,901       26,133       8,395,771
 Balance at 30 June 2025                                                7,944,598        303,176        134,746       27,287       8,409,807

 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                            46,993           1,424          337           291          49,045
 Transfer to Stage 1                                                    12,895           (12,568)       (327)         -            -
 Transfer to Stage 2                                                    (17,616)         26,482         (8,866)       -            -
 Transfer to Stage 3                                                    (590)            (10,481)       11,071        -            -
 Impact on ECL of exposures transferred between stages during the year  (6,550)          6,213          26,242        -            25,905
 Assets repaid                                                          (36,130)         (12,379)       (33,246)      (1,719)      (83,474)
 Resegmentation                                                         (1)              -              -             -            (1)
 Impact of modifications                                                (151)            1              (894)         (11)         (1,055)
 Foreign exchange movement                                              27               17             166           (10)         200
 Net other measurement of ECL                                           (4,100)          1,697          51,741        1,133        50,471
 Income statement (releases)/charges                                    (5,223)          406            46,224        (316)        41,091
 Write-offs                                                             -                -              (55,004)      (268)        (55,272)
 Recoveries of amounts previously written off                           -                -              19,572        572          20,144
 Unwind of discount                                                     -                -              1,039         (121)        918
 Currency translation differences                                       80               23             213           (2)          314
 Balance at 30 June 2025                                                60,402           26,785         73,814        4,129        165,130

 Individually assessed                                                  -                -              3,795         40           3,835
 Collectively assessed                                                  60,402           26,785         70,019        4,089        161,295
 Balance at 30 June 2025                                                60,402           26,785         73,814        4,129        165,130

 

 

 

9.     Loans to customers, factoring and finance lease receivables
(continued)

 

Expected credit loss (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                            181,095        -            1,376        -         182,471
 Transfer to Stage 1                                                    3,765          (3,765)      -            -         -
 Transfer to Stage 2                                                    (10,328)       10,966       (638)        -         -
 Transfer to Stage 3                                                    (361)          (830)        1,191        -         -
 Assets repaid                                                          (140,577)      (5,370)      (1,525)      -         (147,472)
 Foreign exchange movement                                              (2)            -            -            -         (2)
 Net other changes                                                      267            30           68           -         365
 Write-offs                                                             -              -            (3)          -         (3)
 Recoveries of amounts previously written off                           -              -            (1)          -         (1)
 Balance at 30 June 2025                                                179,725        6,680        3,195        -         189,600

 Collectively assessed                                                  179,725        6,680        3,195        -         189,600
 Balance at 30 June 2025                                                179,725        6,680        3,195        -         189,600

 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                            1              -            58           -         59
 Transfer to Stage 1                                                    1              (1)          -            -         -
 Transfer to Stage 2                                                    (1)            17           (16)         -         -
 Impact on ECL of exposures transferred between stages during the year  (1)            (15)         17           -         1
 Assets repaid                                                          (3)            (1)          (45)         -         (49)
 Net other measurement of ECL                                           (7)            (3)          (2)          -         (12)
 Income statement (releases)/charges                                    (10)           (3)          12           -         (1)
 Write-offs                                                             -              -            (3)          -         (3)
 Recoveries of amounts previously written off                           -              -            (1)          -         (1)
 Balance at 30 June 2025                                                3              2            1,004        -         1,009

 Collectively assessed                                                  3              2            1,004        -         1,009
 Balance at 30 June 2025                                                3              2            1,004        -         1,009

 

 

Concentration of loans to customers

 

As at 30 June 2026, the concentration of loans granted by the Group to the ten
largest third-party borrowers comprised GEL 2,772,740 accounting for 6% of the
gross loan portfolio of the Group (31 December 2025: GEL 2,216,210 and 6%
respectively). An allowance of GEL 8,237 (31 December 2025: GEL 7,595) has
been established against these loans.

 

As at 30 June 2026, the concentration of loans granted by the Group to the ten
largest third-party group of borrowers (borrower and its related parties)
comprised GEL 4,002,718 accounting for 9% of the gross loan portfolio of the
Group (31 December 2025: GEL 3,424,167 and 9% respectively). An allowance of
GEL 13,268 (31 December 2025: GEL 8,416) has been established against these
loans.

 

9.     Loans to customers, factoring and finance lease receivables
(continued)

 

Concentration of loans to customers (continued)

 

As at 30 June 2026 and 31 December 2025 loans were principally issued within
Georgia and Armenia, and their distribution by industry sector was as follows:

 

                                            As at
                                            30 June 2026 (unaudited)      31 December 2025
 Individuals                                22,796,810                    20,695,873
 Real estate                                3,886,161                     3,308,936
 Trade                                      3,512,406                     3,231,415
 Construction                               2,461,675                     2,114,102
 Agriculture                                2,435,119                     2,338,460
 Electricity, gas and water supply          1,577,479                     1,530,711
 Manufacturing                              1,198,417                     1,195,557
 Hospitality                                1,055,754                     1,055,365
 Financial intermediation                   848,431                       812,231
 Mining and quarrying                       795,579                       664,843
 Transport and communication                724,254                       632,136
 Service                                    698,227                       684,933
 Other                                      2,298,699                     1,710,590
 Loans to customers, gross                  44,289,011                    39,975,152
 Less - Allowance for expected credit loss  (580,046)                     (525,589)
 Loans to customers, net                    43,708,965                    39,449,563

 

 

 

As at 30 June 2026 the amount of loans to customers for which the calculated
ECL is nil due to the existence of high-quality collateral was GEL 412,552 (31
December 2025: GEL 511,044).

 

Finance lease receivables

 

                                            30 June 2026 (unaudited)      31 December 2025
 Factoring receivables, gross               221,958                       177,756
 Less - Allowance for expected credit loss  (355)                         (422)
 Factoring receivables, net                 221,603                       177,334

.

The difference between the minimum lease payments to be received in the future
and gross value of the finance lease receivables represents unearned finance
income.

 

Future minimum lease payments to be received after 30 June 2026 and 31
December 2025 are as follows:

                                    As at
                                    30 June 2026 (unaudited)      31 December 2025
 Within 1 year                      203,014                       222,344
 From 1 to 2 years                  139,342                       124,629
 From 2 to 3 years                  99,072                        92,860
 From 3 to 4 years                  59,942                        48,857
 From 4 to 5 years                  41,281                        33,506
 More than 5 years                  106,506                       70,154
 Minimum lease payment receivables  649,157                       592,350

 

 

9.     Loans to customers, factoring and finance lease receivables
(continued)

 

Finance lease receivables (continued)

 

Movements of the gross finance lease receivables and respective allowance for
expected credit loss/impairment of finance lease receivables are as follows:

 

 Finance lease receivables, gross
                                                                        Stage 1        Stage 2      Stage 3      POCI         Total
 Balance at 31 December 2025                                            423,158        2,835        5,009        13,791       444,793
 New financial asset originated or purchased                            173,351        -            -            4,681        178,032
 Transfer to Stage 1                                                    100            (17)         (83)         -            -
 Transfer to Stage 2                                                    (263)          332          (69)         -            -
 Transfer to Stage 3                                                    (692)          (66)         758          -            -
 Assets repaid                                                          (113,662)      (572)        (649)        (4,623)      (119,506)
 Impact of modifications                                                (22)           -            -            -            (22)
 Foreign exchange movement                                              (10,364)       5            (4)          (659)        (11,022)
 Net other changes                                                      5,183          63           (766)        1,357        5,837
 Write-offs                                                             -              -            (180)        (743)        (923)
 Recoveries of amounts previously written off                           -              -            87           309          396
 Unwind of discount                                                     -              -            609          (17)         592
 Currency translation differences                                       4,635          (44)         (4)          9            4,596
 Balance at 30 June 2026                                                481,424        2,536        4,708        14,105       502,773

 Individually assessed                                                  212,461        -            1,415        315          214,191
 Collectively assessed                                                  268,963        2,536        3,293        13,790       288,582
 Balance at 30 June 2026                                                481,424        2,536        4,708        14,105       502,773

 Finance lease receivables, ECL:
                                                                        Stage 1        Stage 2      Stage 3      POCI         Total
 Balance at 31 December 2025                                            2,955          190          3,593        (712)        6,026
 New financial asset originated or purchased                            873            -            -            -            873
 Transfer to Stage 1                                                    1              -            (1)          -            -
 Transfer to Stage 2                                                    (2)            38           (36)         -            -
 Transfer to Stage 3                                                    (51)           (10)         61           -            -
 Impact on ECL of exposures transferred between stages during the year  -              (11)         42           -            31
 Assets repaid                                                          (987)          4            15           (881)        (1,849)
 Foreign exchange movement                                              (50)           -            -            (5)          (55)
 Net other measurement of ECL                                           (475)          (88)         (712)        467          (808)
 Income statement (releases)/charges                                    (691)          (67)         (631)        (419)        (1,808)
 Write-offs                                                             -              -            (180)        (743)        (923)
 Recoveries of amounts previously written off                           -              -            87           309          396
 Unwind of discount                                                     -              -            609          (17)         592
 Currency translation differences                                       22             (2)          (7)          2            15
 Balance at 30 June 2026                                                2,286          121          3,471        (1,580)      4,298

 Individually assessed                                                  1,013          -            232          (16)         1,229
 Collectively assessed                                                  1,273          121          3,239        (1,564)      3,069
 Balance at 30 June 2026                                                2,286          121          3,471        (1,580)      4,298

 

 

9.     Loans to customers, factoring and finance lease receivables
(continued)

 

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                            148,632       -            -            2,281        150,913
 Transfer to Stage 1                                                    267           (267)        -            -            -
 Transfer to Stage 2                                                    (1,723)       1,752        (29)         -            -
 Transfer to Stage 3                                                    (315)         (1,107)      1,422        -            -
 Assets repaid                                                          (95,606)      (332)        (700)        (4,389)      (101,027)
 Impact of modifications                                                69            -            -            -            69
 Foreign exchange movement                                              (2,907)       (107)        (411)        (174)        (3,599)
 Net other changes                                                      (17,417)      17           599          566          (16,235)
 Write-offs                                                             -             -            (3,022)      (100)        (3,122)
 Recoveries of amounts previously written off                           -             -            85           -            85
 Unwind of discount                                                     -             -            139          (113)        26
 Currency translation differences                                       2,766         52           61           -            2,879
 Balance at 30 June 2025                                                434,281       964          7,444        15,522       458,211

 Individually assessed                                                  138,299       -            2,738        270          141,307
 Collectively assessed                                                  295,982       964          4,706        15,252       316,904
 Balance at 30 June 2025                                                434,281       964          7,444        15,522       458,211

 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                            700           -            -            -            700
 Transfer to Stage 1                                                    29            (29)         -            -            -
 Transfer to Stage 2                                                    (12)          27           (15)         -            -
 Transfer to Stage 3                                                    (104)         (513)        617          -            -
 Impact on ECL of exposures transferred between stages during the year  (28)          102          126          -            200
 Assets repaid                                                          (510)         (17)         (411)        (755)        (1,693)
 Foreign exchange movement                                              (6)           1            (11)         -            (16)
 Net other measurement of ECL                                           673           257          (90)         596          1,436
 Income statement (releases)/charges                                    742           (172)        216          (159)        627
 Write-offs                                                             -             -            (595)        (100)        (695)
 Recoveries of amounts previously written off                           -             -            (2,367)      -            (2,367)
 Unwind of discount                                                     -             -            139          (113)        26
 Currency translation differences                                       (3)           (1)          5            -            1
 Balance at 30 June 2025                                                1,803         4            4,910        1,360        8,077

 Individually assessed                                                  824           -            226          11           1,061
 Collectively assessed                                                  979           4            4,684        1,349        7,016
 Balance at 30 June 2025                                                1,803         4            4,910        1,360        8,077

 

 

Factoring receivables

 

                                            30 June 2026 (unaudited)      31 December 2025
 Factoring receivables, gross               221,958                       177,756
 Less - Allowance for expected credit loss  (355)                         (422)
 Factoring receivables, net                 221,603                       177,334

 

 

9.     Loans to customers, factoring and finance lease receivables
(continued)

 

 

Factoring receivables (continued)

 

 Factoring receivables, gross
                                              Stage 1       Stage 2      Stage 3      POCI      Total
 Balance at 31 December 2025                  177,525       231          -            -         177,756
 New financial asset originated or purchased  142,470       -            -            -         142,470
 Transfer to Stage 1                          185           (185)        -            -         -
 Transfer to Stage 2                          (399)         399          -            -         -
 Assets repaid                                (96,489)      (48)         -            -         (96,537)
 Foreign exchange movement                    (170)         -            -            -         (170)
 Net other changes                            (2,583)       -            -            -         (2,583)
 Currency translation differences             1,019         3            -            -         1,022
 Balance at 30 June 2026                      221,558       400          -            -         221,958

 Individually assessed                        75,214        -            -            -         75,214
 Collectively assessed                        146,344       400          -            -         146,744
 Balance at 30 June 2026                      221,558       400          -            -         221,958

 Factoring receivables, ECL:
                                              Stage 1       Stage 2      Stage 3      POCI      Total
 Balance at 31 December 2025                  361           61           -            -         422
 New financial asset originated or purchased  355           -            -            -         355
 Transfer to Stage 1                          62            (62)         -            -         -
 Transfer to Stage 2                          (4)           4            -            -         -
 Assets repaid                                (263)         (13)         -            -         (276)
 Foreign exchange movement                    (1)           1            -            -         -
 Net other measurement of ECL                 (189)         41           -            -         (148)
 Income statement (releases)/charges          (40)          (29)         -            -         (69)
 Currency translation differences             1             1            -            -         2
 Balance at 30 June 2026                      322           33           -            -         355

 Individually assessed                        187           -            -            -         187
 Collectively assessed                        135           33           -            -         168
 Balance at 30 June 2026                      322           33           -            -         355

 

 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  93,228        -            -            -         93,228
 Transfer to Stage 2                          (279)         279          -            -         -
 Assets repaid                                (81,752)      (84)         (33)         -         (81,869)
 Net other changes                            1,150         -            -            -         1,150
 Currency translation differences             47            1            1            -         49
 Balance at 30 June 2025                      82,738        278          -            -         83,016

 Collectively assessed                        82,738        278          -            -         83,016
 Balance at 30 June 2025                      82,738        278          -            -         83,016

 Factoring receivables, ECL:
                                              Stage 1       Stage 2      Stage 3      POCI      Total
 Balance at 31 December 2024                  22            -            -            -         22
 New financial asset originated or purchased  852           -            -            -         852
 Assets repaid                                (730)         -            -            -         (730)
 Foreign exchange movement                    -             1            -            -         1
 Net other measurement of ECL                 444           63           -            -         507
 Income statement (releases)/charges          566           64           -            -         630
 Currency translation differences             (3)           -            -            -         (3)
 Balance at 30 June 2025                      585           64           -            -         649

 Collectively assessed                        585           64           -            -         649
 Balance at 30 June 2025                      585           64           -            -         649

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10.   Taxation

 

The corporate income tax expense in income statement comprises:

 

                                                              For the six months ended
                                                              30 June 2026 (unaudited)               30 June 2025 (unaudited)
 Current income expense                                      (215,971)                              (162,380)
 Deferred income tax expense                                 (28,317)                               (30,433)
 Income tax expense                                          (244,288)                              (192,813)

                                                             30 June 2026 (unaudited)               30 June 2025 (unaudited)
 Income tax on net gain/(losses) on investment securities    128                                    (198)
 Income tax benefit/(expense) in other comprehensive income  128                                    (198)

 

 

The income tax rate applicable to most of the Group's income is the income tax
rate applicable to subsidiaries' income, which ranges from 15% to 25% (30 June
2025: from 15% to 25%).

 

As at 30 June 2026 and 31 December 2025 income tax assets and liabilities
consist of the following:

 

                                    As at
                                    30 June 2026 (unaudited)      31 December 2025
 Deferred income tax assets         55                            41
 Income tax assets                  55                            41

 Current income tax liabilities     105,841                       76,468
 Deferred income tax liabilities    59,690                        32,337
 Income tax liabilities             165,531                       108,805

 

 

11.    Other assets, prepayments and other liabilities

 

Other assets comprise:

                                                            As at
                                                            30 June 2026 (unaudited)      31 December 2025 (reclassified)
 Other receivables                                          178,048                       165,737
 Receivables from remittance operations                     120,208                       173,908
 Derivatives margin                                         44,315                        19,788
 Derivative financial assets                                26,959                        8,438
 Accounts receivable and other loans                        21,694                        16,766
 Total other financial assets                               391,224                       384,637

 Inventories                                                28,208                        22,946
 Investments in associates                                  11,380                        11,483
 Operating tax assets                                       10,172                        8,914
 Assets purchased for finance lease purposes                1,344                         1,757
 Other                                                      32,829                        15,277
 Total other non-financial assets                           83,933                        60,377

 Total other assets, gross                                  475,157                       445,014
 Less - Allowance for impairment of other financial assets  (27,487)                      (25,586)
 Other assets, net                                          447,670                       419,428

 

Other receivables mainly include receivables from settlement operations,
operating lease receivables and receivables from guarantees and letters of
credit.

11.    Other assets, prepayments and other liabilities (continued)

 

Other liabilities comprise:

                                         As at
                                         30 June 2026 (unaudited)      31 December 2025
 Dividends payable                       126,280                       119,097
 Redemption liability for put option     84,147                        100,765
 Creditors                               70,350                        69,839
 Transfers in transit                    30,830                        82,797
 Payables for remittance operations      29,944                        98,133
 Other taxes payable                     26,363                        18,808
 Derivative financial liabilities        22,655                        10,692
 Accounts payable                        6,604                         5,805
 Derivatives margin                      1,772                         36
 Amounts payable for share acquisitions  -                             15,240
 Total other financial liabilities       398,945                       521,212

 Provisions                              9,707                         9,706
 Advances received                       6,281                         3,548
 Other                                   35,498                        26,210
 Total other non-financial liabilities   51,486                        39,464

 Other liabilities                       450,431                       560,676

 

 

The table below shows the fair values of derivative financial instruments,
recorded as assets or liabilities, together with their notional amounts. The
notional amount, recorded gross, is the amount of a derivative's underlying
asset or liability, reference rate or index and is the basis upon which
changes in the value of derivatives are measured. The notional amounts
indicate the volume of transactions outstanding at the reporting date and are
not indicative of the credit risk.

 

                                        As at 30 June 2026 (unaudited)                 As at 31 December 2025
                                        Notional amount  Fair value                    Notional amount  Fair value
                                        Asset                         Liability        Asset            Liability
 Foreign exchange contracts
 Forwards and swaps - domestic          1,155,513        8,727        5,269            1,353,888        2,431      2,486
 Forwards and swaps - foreign           3,244,429        18,159       17,386           3,215,985        6,007      7,765

 Interest rate contracts
 Forwards and swaps - foreign (IR)      13,500           73           -                13,500           -          441

 Total derivative assets / liabilities  4,413,442        26,959       22,655           4,583,373        8,438      10,692

 

 

For the period ended 30 June 2026 GEL 41,686 was recognised as net foreign
currency gain from derivative financial instruments (period ended 30 June
2025: GEL 54,491 loss).

 

Prepayments comprise:

 

                                         As at
                                         30 June 2026 (unaudited)      31 December 2025
 Prepayments to finance lease suppliers  80,107                        144,399
 Prepayments for non-current assets      34,513                        16,630
 Other prepayments                       45,918                        39,738
 Prepayments                             160,538                       200,767

 

 

 

12.   Client deposits and notes

 

The amounts due to customers include the following:

                                                                      30 June 2026 (unaudited)      31 December 2025
 Current accounts                                                     23,031,191                    21,936,533
 Time deposits                                                        20,633,562                    16,693,441
 Client deposits and notes                                            43,664,753                    38,629,974

 Held as security against letters of credit and guarantees (Note 16)  309,504                       286,687

 

 

At 30 June 2026, amounts due to customers of GEL 6,982,321 (16%) were due to
the ten largest customers (31 December 2025: GEL 4,159,325 (11%)).

 

Amounts due to customers include accounts with the following types of
customers:

 

                                 As at
                                 30 June 2026 (unaudited)      31 December 2025
 Individuals                     24,090,403                    22,173,536
 Private enterprises             16,006,762                    15,556,236
 State and state-owned entities  3,567,588                     900,202
 Client deposits and notes       43,664,753                    38,629,974

 

 

The breakdown of customer accounts by industry sector is as follows:

 

                                    As at
                                    30 June 2026 (unaudited)      31 December 2025
 Individuals                        24,090,403                    22,173,536
 Financial intermediation           3,451,947                     3,052,585
 Government services                3,330,148                     675,956
 Trade                              2,535,344                     2,894,910
 Construction                       2,244,707                     2,177,952
 Transport and communication        1,171,996                     1,461,423
 Service                            912,895                       950,356
 Manufacturing                      844,605                       841,430
 Real estate                        709,689                       584,124
 Mining and quarrying               616,531                       580,307
 Electricity, gas and water supply  521,984                       511,874
 Agriculture                        438,012                       399,043
 Hospitality                        218,524                       225,985
 Other                              2,577,968                     2,100,493
 Client deposits and notes          43,664,753                    38,629,974

 

 

 

13.   Amounts owed to credit institutions

 

Amounts due to credit institutions comprise:

                                                    As at
                                                    30 June 2026 (unaudited)      31 December 2025
 Borrowings from international credit institutions  4,698,658                     4,566,961
 Time deposits and inter-bank loans                 897,664                       812,537
 Payables under REPO Operations                     369,391                       165,172
 Correspondent accounts                             349,350                       455,791
 Short-term loans from central banks                168,854                       2,804,383
 Other borrowings                                   55,884                        12,392
                                                    6,539,801                     8,817,236

 Non-convertible subordinated debt                  699,065                       546,126
 Additional Tier 1                                  133,179                       135,744

 Amounts due to credit institutions                 7,372,045                     9,499,106

 

 

During the period ended 30 June 2026, the Group paid up to 7.76% and 7.02% on
borrowings from international credit institutions denominated in USD and EUR,
respectively, (31 December 2025: up to 8.29% and 10.99%). During the period
ended 30 June 2026, the Group paid up to 10.43% and 8.44% on subordinated debt
in USD and EUR, respectively, (31 December 2025: up to 10.78% and 8.52%).

 

Some long-term borrowings from international credit institutions are received
upon certain conditions (the "Lender Covenants") that the Group maintains
different limits for capital adequacy, liquidity, currency positions, credit
exposures, leverage and others. At 30 June 2026 and 31 December 2025, the
Group complied with all the Lender Covenants of the significant borrowings
from international credit institutions.

 

14.   Debt securities issued

 

Debt securities issued comprise:

                                               As at
                                               30 June 2026 (unaudited)      31 December 2025
 Local bonds                                   1,257,457                     1,207,673
 Eurobonds and notes issued                    1,238,484                     449,496
 Additional Tier 1 capital notes issued        803,028                       817,800
 Certificates of deposit                       363,279                       300,219
 Local additional Tier 1 capital notes issued  271,312                       -
 Tier 2 notes issued                           242,711                       224,683
 Debt securities issued                        4,176,271                     2,999,871

 

Changes in liabilities arising from financing activities

                                                                      Eurobonds and notes issued        Additional Tier 1 capital notes issued        Tier 2 notes issued        Local bonds        Local additional Tier 1 capital notes issued        Bonds issued to international financial institutions to finance green
                                                                                                                                                                                                                                                       projects
 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   -                                 -                                             -                          (176,465)          -                                                   -
  Proceeds from Tier 2 notes issued                                  -                                 -                                             63,751                     -                  -                                                   -
  Proceeds from local bonds issued                                   -                                 -                                             -                          195,571            -                                                   -
  Foreign exchange movements                                         -                                 (25,526)                                      (3,371)                    (18,598)           -                                                   10,832
  Other movements                                                    -                                 607                                           7,548                      611                -                                                   (28)
 Carrying amount at 30 June 2025 (unaudited)                         -                                 825,478                                       208,548                    1,049,995          -                                                   134,113

 Carrying amount at 31 December 2025                                 449,496                           817,800                                       224,683                    1,207,673          -                                                   -
  Eurobonds and notes issued                                         799,800                           -                                             -                          -                  -                                                   -
  Repayment of the principal portion of the debt securities issued   -                                 -                                             -                          (189,141)          -                                                   -
  Proceeds from Local Additional Tier 1 notes issued                 -                                 -                                             -                          -                  266,471                                             -
  Proceeds from Tier 2 notes issued                                  -                                 -                                             23,460                     -                  -                                                   -
  Proceeds from local bonds issued                                   -                                 -                                             -                          246,016            -                                                   -
  Foreign exchange movements                                         (6,184)                           (15,001)                                      (5,663)                    (30,879)           1,343                                               -
  Other movements                                                    (4,628)                           229                                           231                        23,788             3,498                                               -
 Carrying amount at 30 June 2026 (unaudited)                         1,238,484                         803,028                                       242,711                    1,257,457          271,312                                             -

 

 

On 27 May 2026, the Group's subsidiary - JSC Bank of Georgia issued USD 300
million Eurobonds with interest rate 6.5% due on 3 June 2031.

 

On 18 June 2026, the Group's subsidiary - CJSC Ameriabank issued USD 50
million (GEL 132,715) 8.0% perpetual subordinated callable local additional
tier 1 notes.

 

On 12 February 2026, the Group's subsidiary - CJSC Ameriabank issued USD 50
million (GEL 133,756) 8.5% perpetual subordinated callable local additional
tier 1 notes.

 

 

15.   Accruals and contract liabilities

 

Accruals and deferred income comprise:

                                     As at
                                     30 June 2026 (unaudited)      31 December 2025
 Accruals for employee compensation  145,732                       219,730
 Contract liabilities                90,342                        77,123
 Other accruals                      3,675                         4,214
 Total accruals and deffered income  239,749                       301,067

 

 

16.   Commitments and contingencies

 

 

Legal

 

Sai-invest

 

As at 30 June 2026, JSC Bank of Georgia was engaged in litigation with
Sai-Invest LLC ("Sai-Invest") in relation to a deposit pledge in the amount of
EUR 7,000 for the benefit of LTD Sport Invest's loans owing to JSC Bank of
Georgia. Sai-Invest LLC has challenged the validity of the deposit pledge in
the Georgian courts, and its challenge has been substantially sustained in the
Court of Appeal, a determination which JSC Bank of Georgia believes to be
erroneous and without merit, and which it has appealed to the Supreme Court.
The matter is currently under review by the Supreme Court, and the timeline as
to when the judgment is to be expected is not available. JSC Bank of Georgia's
management is of the opinion that the probability of incurring material losses
on this claim is low, and, accordingly, no provision has been made in these
consolidated financial statements.

 

Financial commitments and contingencies

 

As at 30 June 2026 and 31 December 2025, the Group's financial commitments and
contingencies comprised the following:

 

                                                                              As at
                                                                              30 June 2026 (unaudited)      31 December 2025
 Credit-related commitments
 Financial and performance guarantees issued*                                 3,034,487                     2,945,640
 Undrawn loan facilities                                                      1,939,786                     1,894,567
 Letters of credit                                                            123,200                       65,505
                                                                              5,097,473                     4,905,712

 Less - Cash held as security against letters of credit and guarantees (Note  (309,504)                     (286,687)
 12)
 Less - Provisions                                                            (9,707)                       (9,706)

 Capital expenditure commitments                                              9,412                         4,717

 

 

* Out of total guarantees issued as at 30 June 2026 financial and performance
guarantees of the Group comprised GEL 1,469,241 (31 December 2025: GEL
1,411,647) and GEL 1,565,246 (31 December 2025: GEL 1,533,993), respectively.

 

The Group discloses its undrawn loan facility balances based on the
contractual terms and existing practice in regards to disbursement of these
amounts. The balances are disclosed as commitments if the Group has an
established practice of disbursing undrawn amounts without any subsequent
approval.

 

 

17.   Equity

 

Share capital

 

As at 30 June 2026 issued share capital comprised 43,115,434 (31 December
2025: 43,474,333) common shares of Lion Finance Group PLC, all of which were
fully paid. Each share has a nominal value of one (1) British penny. Shares
issued and outstanding as at 30 June 2026 and 30 June 2025 are described
below:

 

                                         Number of ordinary shares      Amount of share capital
 31 December 2024                        44,498,147                     1,464
 Buyback and cancellation of own shares  (586,621)                      (19)
 30 June 2025                            43,911,526                     1,445

 31 December 2025                        43,474,333                     1,431
 Buyback and cancellation of own shares  (358,899)                      (12)
 30 June 2026                            43,115,434                     1,419

 

On 7 May 2026, the Group's Board of Directors approved a GEL 55,000 extension
to its buyback and cancellation programme which was completed in July 2026.

 

On 25 February 2026, the Group's Board of Directors approved a GEL 53,500
extension to its buyback and cancellation programme which was completed in
March 2026.

 

On 20 November 2025, the Group's Board of Directors approved a GEL 51,500
extension to its buyback and cancellation programme which was completed in
February 2026.

 

On 20 August 2025, the Group's Board of Directors approved a GEL 98,700
extension to its buyback and cancellation programme which was completed in
November 2025.

 

On 25 February 2025, the Group's Board of Directors approved a GEL 107,700
extension to its buyback and cancellation programme which was completed in
July 2025.

 

Treasury shares

 

Treasury shares are held for the purpose of the either Group's share buyback
and cancellation programme or future employee share-based compensation.

 

The number of treasury shares held by the Group as at 30 June 2026, comprised
568,307 (31 December 2025: 916,570), with nominal amount of GEL 18 (31
December 2025: GEL 31).

 

Dividends

 

Shareholders are entitled to dividends in Pounds Sterling.

 

On 7 May 2026, the Board of Directors of Lion Finance Group PLC declared an
interim dividend for 2026 of Georgian Lari 2.85 per share. The currency
conversion period was set to be for the period 22 June to 26 June 2026, with
the official GEL:GBP exchange rate of 3.4967, resulting in a GBP-denominated
final dividend of 0.82 per share. Payment of the total GEL 117,345 interim
dividends was received by shareholders on 10 July 2026.

 

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. The currency
conversion period was set to be for the period 23 March to 27 March 2026, with
the official GEL:GBP exchange rate of 3.6271, resulting in a GBP-denominated
final dividend of 0.76 per share. Payment of the total GEL 117,345 interim
dividends was received by shareholders on 14 April 2026.

 

On 16 June 2025, the shareholders of Lion Finance Group PLC approved a final
dividend for 2024 of Georgian Lari 5.62 per share. The currency conversion
period was set to be for the period 30 June to 4 July 2025, with the official
GEL:GBP exchange rate of 3.7322, resulting in a GBP-denominated final dividend
of 1.51 per share. Payment of the total GEL 255,331 final dividends was
received by shareholders on 18 July 2025.

 

The Group also distributed dividends on shares awarded under the terms of
share-based payments program vested and exercised in the period ended 30 June
2026 amounting to GEL 9,976 (period ended 30 June 2025: GEL 13,199).

 

Nature and purpose of other reserves

 

Unrealised gains (losses) on investment securities

This reserve records fair value changes on investment securities.

 

Unrealised gains (losses) from dilution or sale / acquisition of shares in
existing subsidiaries

This reserve records unrealised gains (losses) from dilution or sale /
acquisition of shares in existing subsidiaries.

 

17.   Equity (continued)

 

Foreign currency translation reserve

The foreign currency translation reserve is used to record exchange
differences arising from the translation of the financial statements of
subsidiaries with functional currency other than GEL.

 

Movements on this account during the periods ended 30 June 2026 and 30 June
2025, are presented in the statements of other comprehensive income.

 

The movements in other reserves were as follows:

                                                                                                                                        Unrealised gains (losses) on investment securities        Unrealised gains (losses) from dilution or sale / acquisition of shares in        Currency Translation Reserves             Other            Total other reserve
                                                                                                                                                                                                  existing subsidiaries
                                                                                                                                                                                                                                                                                            AmeriaBank                        Other
 31 December 2024                                                                                                                       59,637                                                    63,678                                                                            54,729                          (68,796)  1,538            110,786
 Net change in FV on investments in debt securities measured at FVOCI                                                                   (59,156)                                                  -                                                                                 -                               -         -                (59,156)
 Net gain (loss) on investments in equity instruments designated at FVOCI                                                               6,762                                                     -                                                                                 -                               -         -                6,762
 Change in allowance for ECL investments in debt instruments measured at FVOCI                                                          (171)                                                     -                                                                                 -                               -         -                (171)
 reclassified to the consolidated income statement
 Realised loss on financial assets measured at FVOCI                                                                                    (796)                                                     -                                                                                 -                               -         -                (796)
 Gain from currency translation differences                                                                                             (403)                                                     -                                                                                 (3,224)                         (1,022)   -                (4,649)
 Increase in share capital of subsidiaries                                                                                              -                                                         94                                                                                -                               -         -                94
 Acquisition of non-controlling interests in existing subsidiaries                                                                      -                                                         (1,811)                                                                           -                               -         -                (1,811)
 Net amount reclassified to retained earnings on sale of equity instruments at                                                          (3,419)                                                   -                                                                                 -                               -         -                (3,419)
 FVOCI
 Other movements                                                                                                                        (198)                                                     -                                                                                 -                               -         -                (198)
 30 June 2025                                                                                                                           2,256                                                     61,961                                                                            51,505                          (69,818)  1,538            47,442

 31 December 2025                                                                                                                       27,269                                                    61,961                                                                            50,621                          (68,425)  622              72,048
 Net change in FV on investments in debt securities measured at FVOCI                                                                   75,030                                                    -                                                                                 -                               -         -                75,030
 Net gain (loss) on investments in equity instruments designated at FVOCI                                                               (569)                                                     -                                                                                 -                               -         -                (569)
 Change in allowance for ECL investments in debt instruments measured at FVOCI                                                          (1,193)                                                   -                                                                                 -                               -         -                (1,193)
 reclassified to the consolidated income statement
 Realised loss on financial assets measured at FVOCI                                                                                    (2,918)                                                   -                                                                                 -                               -         -                (2,918)
 Gain from currency translation differences                                     250                                                     -                                                                                                                                     26,722                        (4,104)                  -                     22,868
 Increase in share capital of subsidiaries                                      -                                                       -                                                                                                                                     -                             -                        -                     -
 Acquisition of non-controlling interests in existing subsidiaries              -                                                       -                                                                                                                                     -                             -                        -                     -
 Net amount reclassified to retained earnings on sale of equity instruments at  -                                                       -                                                                                                                                     -                             -                        -                     -
 FVOCI
 Other movements                                                                128                                                     -                                                                                                                                     -                             -                        (39)                  89
 30 June 2026                                                                   97,997                                                  61,961                                                                                                                                77,343                        (72,529)                 583                   165,355

 

 

Earnings per share

 

 

                                                                                  For the six months ended
                                                                                  30 June 2026 (unaudited)                                   30 June 2025 (unaudited)
 Basic earnings per share
 Profit for the period attributable to ordinary shareholders of the Parent                     1,203,773                                                  1,024,421
 Weighted average number of ordinary shares outstanding during the period                    42,627,488                                                 43,223,846
 Basic earnings per share                                                                             28.24                                                      23.70

                                                                                  For the six months ended
                                                                                  30 June 2026 (unaudited)                                   30 June 2025 (unaudited)
 Diluted earnings per share
 Effect of dilution on weighted average number of ordinary shares:
 Dilutive unvested share options                                                 389,415                                                    487,754
 Weighted average number of ordinary shares adjusted for the effect of dilution  43,016,903                                                 43,711,600
 Diluted earnings per share                                                      27.98                                                      23.44

 

 

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 summarizes 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 Parent  (1,811)

 

 

18.   Net interest income
                                                         For the six months ended
                                                         30 June 2026 (unaudited)               30 June 2025 (unaudited and reclassified)

  Interest income calculated using EIR method           2,986,250                              2,499,120
  From loans to customers                               2,542,957                              2,100,309
  From investment securities                            352,045                                334,833
  From amounts due from credit institutions             78,986                                 61,660
  Net gain (loss) on modification of financial assets   245                                    (2,139)
  From factoring receivables                            12,017                                 4,457

  Other interest income                                 40,335                                 37,428
  From finance lease receivable                         32,880                                 27,299
  From investments securities measured at FVTPL         7,443                                  10,129
  From other assets                                     12                                     -
  Interest income                                       3,026,585                              2,536,548

  On client deposits and notes                          (890,637)                              (686,460)
  On amounts owed to credit institutions                (275,700)                              (334,612)
  On debt securities issued                             (137,300)                              (86,760)
  Interest element of cross-currency swaps              (373)                                  6,293
  Other interest expenses                               (3,121)                                (4,565)
  On lease liability                                    (10,637)                               (8,603)
  Interest expense                                      (1,317,768)                            (1,114,707)

  Net interest income                                   1,708,817                              1,421,841

 

 

For the period ended 30 June 2026 the Group recognised GEL 218,490 (period
ended 30 June 2025: GEL 218,329) interest income from investment securities
measured at FVOCI.

 

19.   Net fee and commission income

 

                                    For the six months ended
                                    30 June 2026 (unaudited)               30 June 2025 (unaudited and reclassified)
 Card operations                   311,124                                246,557
 Account services                  126,286                                99,409
 Settlements operations            79,607                                 67,992
 Guarantees and letters of credit  38,652                                 35,988
 Currency conversion operations    37,557                                 25,024
 Brokerage service fees            21,086                                 14,398
 Cash operations                   15,272                                 16,963
 Advisory                          9,806                                  902
 Other                             7,915                                  6,414
 Fee and commission income         647,305                                513,647

 Card operations                   (150,497)                              (121,898)
 Settlements operations            (71,806)                               (54,974)
 Cash operations                   (11,107)                               (13,042)
 Currency conversion operations    (10,363)                               (6,989)
 Brokerage service fees            (8,959)                                (5,947)
 Advisory                          (966)                                  (157)
 Guarantees and letters of credit  (374)                                  (244)
 Other                             (10,720)                               (8,263)
 Fee and commission expense        (264,792)                              (211,514)
 Net fee and commission income     382,513                                302,133

20.   Cost of risk

 

The table below shows ECL charges on financial instruments for the period
recorded in the income statement:

 

                                                                         Stage 1                     Stage 2                     Stage 3                     POCI
                                                                         Individual  Collective      Individual  Collective      Individual  Collective      Individual  Collective      Total
 Cash and cash equivalents                                               -           134             -           -               -           -               -           -               134
 Amounts due from credit institutions                                    -           (191)           -           -               -           -               -           -               (191)
 Investment securities measured at amortised cost - debt instruments     -           513             -           -               -           -               -           -               513
 Investment securities measured at FVOCI - debt instruments              -           737             -           -               -           -               -           -               737
 Investment securities pledged under sale and repurchase agreements and  -           9               -           -               -           -               -           -               9
 securities lending at amortised cost - debt instruments
 Loans to customers at amortised cost                                    (5,678)     (23,925)        (3,363)     (17,005)        4,477       (51,522)        3,227       (3,212)         (97,001)
 Factoring receivables                                                   (3)         43              -           29              -           -               -           -               69
 Finance lease receivables                                               347         344             -           67              508         123             25          394             1,808
 Accounts receivable and other loans                                     -           138             -           (5)             -           (34)            -           -               99
 Other financial assets                                                  -           -               -           -               (3,762)     -               -           -               (3,762)
 Financial and performance guarantees                                    -           313             -           (267)           1           (13)            -           -               34
 Letter of credit to customers                                           -           (14)            -           (173)           -           -               -           -               (187)
 Other financial commitments                                             -           215             -           (81)            -           19              -           -               153
 For the period ended 30 June 2026                                       (5,334)     (21,684)        (3,363)     (17,435)        1,224       (51,427)        3,252       (2,818)         (97,585)

                                                                         Stage 1                     Stage 2                     Stage 3                     POCI
                                                                         Individual  Collective      Individual  Collective      Individual  Collective      Individual  Collective      Total
 Cash and cash equivalents                                               -           (349)           -           -               -           -               -           -               (349)
 Amounts due from credit institutions                                    -           (140)           -           -               -           -               -           -               (140)
 Investment securities measured at amortised cost - debt instruments     -           (95)            -           -               -           -               -           -               (95)
 Investment securities measured at FVOCI - debt instruments              -           254             -           -               -           -               -           -               254
 Investment securities pledged under sale and repurchase agreements and  -           (101)           -           -               -           -               -           -               (101)
 securities lending at amortised cost - debt instruments
 Investment securities pledged under sale and repurchase agreements and  -           34              -           -               -           -               -           -               34
 securities lending at FVOCI - debt instruments
 Loans to customers at amortised cost                                    (4,297)     (3,063)         -           (1,156)         (15,194)    (52,159)        12,533      (703)           (64,039)
 Factoring receivables                                                   -           (566)           -           (64)            -           -               -           -               (630)
 Finance lease receivables                                               (362)       (380)           -           172             (28)        (188)           (17)        176             (627)
 Accounts receivable and other loans                                     (81)        198             -           3               -           (83)            -           -               37
 Other financial assets                                                  -           -               -           -               (4,745)     -               -           -               (4,745)
 Financial and performance guarantees                                    -           (1,062)         -           314             (17)        -               -           -               (765)
 Letter of credit to customers                                           -           62              -           (1)             -           -               -           -               61
 Other financial commitments                                             -           (1,185)         -           (106)           -           -               -           -               (1,291)
 For the period ended 30 June 2025                                       (4,740)     (6,393)         -           (838)           (19,984)    (52,430)        12,516      (527)           (72,396)

The table below shows impairment charge on other assets and provisions in the
income statement:

 

                                             For the six months ended
                                            30 June 2026 (unaudited)             30 June 2025 (unaudited)
 Litigation provision charge                (1,165)                              (237)
 Impairment charge on assets held for sale  (50)                                 (140)
 Other impairment charge                    (4,500)                              (4,936)
                                            (5,715)                              (5,313)

21.   Net other gains/(losses)
                                                                                 For the six months ended
                                                                                30 June 2026 (unaudited)             30 June 2025 (unaudited)
 Net real estate gains                                                          6,156                                19,146
 Net losses/gains on financial assets at fair value through profit or loss      (10)                                 3,027
 Net gains on derecognition of financial assets measured at fair value through  2,918                                2,226
 other comprehensive income
 Net other gains                                                                11,670                               5,188
 Net other gains / (losses)                                                     20,734                               29,587

 

22.   Risk management

 

Liquidity risk and funding management

 

Liquidity risk is the risk that the Group will be unable to meet its payment
obligations when they fall due under normal and stress circumstances. To limit
this risk, management has arranged diversified funding sources in addition to
its core deposit base, manages assets with liquidity in mind, and monitors
future cash flows and liquidity on a regular basis. This incorporates an
assessment of expected cash flows and the availability of high-grade
collateral which could be used to secure additional funding if required.

 

The Group maintains a portfolio of marketable and diverse assets that can be
liquidated in the event of an unforeseen interruption of cash flow. The Group
also has committed lines of credit that it can access to meet liquidity needs.
In addition, the Group maintains a cash deposit (obligatory reserve) with the
NBG and CBA, the amount of which depends on the level of customer funds
attracted.

 

The liquidity position is assessed and managed by the Group primarily on a
standalone JSC Bank of Georgia and Ameriabank CJSC basis, based on certain
liquidity ratios established by the NBG and CBA, respectively. The banks in
Georgia and Armenia, absent a stress-period, are required to maintain a
liquidity coverage ratio no lower than 100%. Both JSC Bank of Georgia and
Ameriabank CJSC were in compliance with this requirement as at 30 June 2026
and 31 December 2025.

 

JSC Bank of Georgia and Ameriabank CJSC are required to maintain a Net Stable
Funding Ratio (NSFR) no lower than 100%. Both JSC Bank of Georgia and
Ameriabank CJSC were in compliance with this requirement as at 30 June 2026
and 31 December 2025. A buffer over NSFR provides stable funding sources over
a longer time span. This approach is designed to ensure that the funding
framework is sufficiently flexible to secure liquidity under a wide range of
market conditions.

 

The Group also matches the maturity of financial assets and financial
liabilities and regularly monitors negative gaps compared with JSC Bank of
Georgia's and Ameriabank CJSC's standalone total regulatory capital calculated
per NBG and CBA regulations. For further details, please refer to Note 24.

 

 

 

 

 

 

27.
23.   Fair value measurements

 

Fair value hierarchy

 

For the purpose of fair value disclosures, the Group has determined classes of
assets and liabilities on the basis of the nature, characteristics and risks
of the asset or liability. The following tables show analysis of assets and
liabilities measured at fair value or for which fair values are disclosed by
level of the fair value hierarchy:

 

 At 30 June 2026                                                         Level 1        Level 2         Level 3         Total

 Assets measured at fair value
 Total investment properties                                             -              -               98,261          98,261
 Land                                                                    -              -               1,458           1,458
 Residential properties                                                  -              -               69,612          69,612
 Non-residential properties                                              -              -               27,191          27,191
 Investment securities measured at FVOCI                                 1,746,959      4,557,075       22,653          6,326,687
 Investment securities measured at FVTPL                                 488            171,413         18,630          190,531
 Other assets - derivative financial assets                              -              26,959          -               26,959

 Assets for which fair values are disclosed
 Investment securities measured at amortised cost - debt instruments     1,128,962      2,170,091       -               3,299,053
 Investment securities pledged under sale and repurchase agreements and  -              323,098         -               323,098
 securities lending measured at amortised cost - debt instruments
 Loans to customers and factoring receivables at amortised cost          -              88,593          43,333,641      43,422,234
 Finance lease receivables at amortised cost                             -              -               518,391         518,391

 Liabilities measured at fair value
 Other liabilities - derivative financial liabilities                    -              22,655          -               22,655

 Liabilities for which fair values are disclosed
 Client deposits and notes                                               -              32,315,936      11,466,864      43,782,800
 Amounts owed to credit institutions                                     -              3,049,471       4,320,926       7,370,397
 Debt securities issued                                                  -              3,571,321       702,287         4,273,608

 At 31 December 2025                                                     Level 1        Level 2         Level 3         Total

 Assets measured at fair value
 Total investment properties                                             -              -               107,573         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                                 2,086,103      4,530,973       23,508          6,640,584
 Investment securities measured at FVTPL                                 -              135,219         17,085          152,304
 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  139,661        13,379          -               153,040
 securities lending measured at amortised cost - debt instruments
 Loans to customers and factoring receivables at amortised cost          -              61,585          38,926,327      38,987,912
 Finance lease receivables at amortised cost                             -              -               453,141         453,141

 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

 

 

There were no transfers between levels 1, 2 and 3 during the period ended 30
June 2026 (2025: none).

23.   Fair value measurements (continued)

 

Fair value hierarchy (continued)

 

The description of the valuation technique and the description of inputs used
in the fair value measurement for level 2 measurements:

 Assets carried at fair value                                    At 30 June 2026                                      At 31 December 2025                                           Valuation technique                                                               Inputs used
 Investment securities - debt instruments                                        4,557,075                                                4,666,192                                  Discounted cash flows ("DCF")                                                    Government bonds yield curve, Tbilisi interbank interest rate ("TIBR Index")
 Derivative financial assets                                                          26,959                                                     8,438                              Forward pricing and swap models, using present value calculations and standard    Credit quality of counterparties, foreign exchange spot and forward rates,
                                                                                                                                                                                    option pricing models                                                             interest rate curves and implied volatilities
 Total assets recurring fair value measurements at level 2                       4,584,034                                                4,674,630
 Liabilities carried at fair value
 Derivative financial liabilities                                                     22,655                                                   10,692                               Forward pricing and swap models, using present value calculations and standard    Credit quality of counterparties, foreign exchange spot and forward rates,
                                                                                                                                                                                    option pricing models                                                             interest rate curves and implied volatilities
 Total liabilities recurring fair value measurements at level 2                       22,655                                                   10,692

 

 

The description of the valuation technique and the description of inputs used
in the fair value measurement for level 3

measurements:

 Assets carried at fair value                               At 30 June 2026                                      At 31 December 2025                                        Valuation technique              Inputs used                   Unobservable inputs
 Investment securities - equity instruments                                      41,283                                                   40,593                            Discounted cash flows ("DCF")    Cash flow; Discount rate      Cash flow; Discount rate
 Total assets recurring fair value measurements at level 3                       41,283                                                   40,593

 

The following is a description of the determination of fair value for
financial instruments which are recorded at fair value using valuation
techniques. These incorporate the Group's estimate of assumptions that a
market participant would make when valuing the instruments.

 

Derivative financial instruments

 

Derivative financial instruments valued using a valuation technique with
market observable inputs are mainly interest rate swaps, currency swaps,
forward foreign exchange contracts and option contracts. The most frequently
applied valuation techniques include forward pricing and swap models, using
present value calculations, as well as standard option pricing models. The
models incorporate various inputs including the credit quality of
counterparties, foreign exchange spot and forward rates, interest rate curves
and implied volatilities.

 

Investment securities

 

Investment securities consist of equity and debt securities and are valued
using a valuation technique or pricing models. These securities are valued
using models which sometimes only incorporate data observable in the market
and at other times use both observable and non-observable data. For quoted
investments, respective quoted prices from Bloomberg or other relevant sources
are used, when for unquoted investments FV is calculated based on future cash
flow expected discounted at current rate for new instruments with similar
credit risk, remaining maturity and other characteristics.

 

Movements in Level 3 financial instruments measured at fair value

 

The following tables show a reconciliation of the opening and closing amounts
of Level 3 financial assets which are recorded at fair value:

                                                 At 31 December  Business combination  Revaluation recognized in other comprehensive income  Revaluation recognized in the income statement  Purchase of securities  At 31 December  Revaluation recognized in other comprehensive income  Revaluation recognized in the income statement  Purchase of securities  At 30 June
                                                 2024            2025                                                                        2026
 Level 3 financial assets
 Equity investment securities measured at FVOCI  17,025          -                     6,094                                                 -                                               389                     23,508          (855)                                                 -                                               -                       22,653
 Equity investment securities measured at FVTPL  16,229          -                     -                                                     856                                             -                       17,085          -                                                     489                                             1,056                   18,630

23.   Fair value measurements (continued)

 

Fair value of financial instruments that are carried in the financial
statements not at fair value

 

Set out below is a comparison by class of the carrying amounts and fair values
of the Group's financial instruments that are carried in the financial
statements. The table does not include the fair values of non-financial assets
and non-financial liabilities, fair values of other smaller financial assets
and financial liabilities, fair values of which are materially close to their
carrying values.

 

 Fair value of financial assets and liabilities not carried at fair value  At 30 June 2026                                                     At 31 December 2025
                                                                           Carrying value 2026  Fair value  Unrecognised gain (loss) 2026      Carrying value 2025  Fair value  Unrecognised gain (loss) 2025

2026
2025
 Financial assets
 Investment securities measured at amortised cost - debt instruments       3,220,336            3,299,053   78,717                             3,254,349            3,336,882   82,533
 Investment securities pledged under sale and repurchase agreements and    320,654              323,098     2,444                              147,416              153,040     5,624
 securities lending measured at amortised cost-debt instruments
 Loans to customers and factoring receivables                              43,930,568           43,422,234  (508,334)                          39,626,897           38,987,912  (638,985)
 Finance lease receivables                                                 498,475              518,391     19,916                             438,767              453,141     14,374

 Financial liabilities
 Client deposits and notes                                                 43,664,753           43,782,800  (118,047)                          38,629,974           38,705,538  (75,564)
 Amounts owed to credit institutions                                       7,372,045            7,370,397   1,648                              9,499,106            9,528,115   (29,009)
 Debt securities issued                                                    4,176,271            4,273,608   (97,337)                           2,999,871            3,041,838   (41,967)
 Total unrecognised change in unrealised fair value                                                         (620,993)                                                           (682,994)

 

 

The following describes the methodologies and assumptions used to determine
fair values for those financial instruments which are not already recorded at
fair value in the consolidated financial statements.

 

Assets for which fair value approximates carrying value

 

For financial assets and financial liabilities that are liquid or have a
short-term maturity (less than three months), it is assumed that the carrying
amounts approximate to their fair value. This assumption is also applied to
demand deposits, savings accounts without a specific maturity, and variable
rate financial instruments.

 

Fixed rate financial instruments

 

The fair value of fixed rate financial assets and liabilities carried at
amortised cost are estimated by comparing market interest rates when they were
first recognised with current market rates offered for similar financial
instruments. The estimated fair value of fixed interest-bearing deposits is
based on discounted cash flows using prevailing money-market interest rates
for debts with similar credit risk and maturity. For financial assets and
liabilities that are unquoted, non-derivative, and maturing within one year,
it is assumed that their carrying amounts approximate fair value, due to their
short-term nature and low sensitivity to changes in market conditions, and
insignificant exposure to credit risk.

24.   Maturity analysis of financial assets and liabilities

 

The table below shows an analysis of financial assets and liabilities
according to their contractual maturities, except for current accounts, credit
card loans, pledged investment securities and investments securities which can
be pledged but are not pledged as described below.

 

                                                                         At 30 June 2026
                                                                         On           Up to        Up to        Up to         Up to        Up to        Over       No maturity  Total

demand
3 months
6 months
1 year
3 years
5 years
5 years

 Financial assets
 Cash and cash equivalents                                               3,509,749    1,537,005    -            -             -            -            -          -            5,046,754
 Amounts due from credit institutions                                    -            960,286      405          -             -            -            -          2,816,325    3,777,016
 Investment securities                                                   3,648,623    3,469,560    876,063      666,266       385,347      609,143      35,127     47,425       9,737,554
 Investment securities pledged under sale and repurchase agreements and  -            177,191      143,463      -             -            -            -          -            320,654
 securities lending
 Loans to customers, factoring and finance lease receivables             -            6,085,629    3,162,822    5,966,168     13,669,524   6,913,051    8,631,849  -            44,429,043
 Other financial assets                                                  -            232,481      4,434        118,230       9,241        24           -          -            364,410
 Total                                                                   7,158,372    12,462,152   4,187,187    6,750,664     14,064,112   7,522,218    8,666,976  2,863,750    63,675,431

 Financial liabilities
 Client deposits and notes                                               9,013,642    9,262,152    3,369,927    17,226,573    3,641,573    881,829      269,057    -            43,664,753
 Amounts owed to credit institutions                                     379,232      1,267,178    1,005,579    960,073       1,949,548    1,011,680    798,755    -            7,372,045
 Debt securities issued                                                  -            282,045      267,208      474,029       1,382,339    1,346,838    423,812    -            4,176,271
 Lease liability                                                         -            17,209       17,702       34,910        110,569      69,740       109,701    -            359,831
 Other financial liabilities                                             28,651       205,298      46,821       18,025        100,095      55           -          -            398,945
 Total                                                                   9,421,525    11,033,882   4,707,237    18,713,610    7,184,124    3,310,142    1,601,325  -            55,971,845
 Net                                                                     (2,263,153)  1,428,270    (520,050)    (11,962,946)  6,879,988    4,212,076    7,065,651  2,863,750    7,703,586
 Accumulated gap                                                         (2,263,153)  (834,883)    (1,354,933)  (13,317,879)  (6,437,891)  (2,225,815)  4,839,836  7,703,586

                                                                         At 31 December 2025
                                                                         On           Up to        Up to        Up to         Up to        Up to        Over       No maturity  Total

demand
3 months
6 months
1 year
3 years
5 years
5 years

 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  -            147,416      -            -             -            -            -          -            147,416
 securities lending
 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
 Other financial assets                                                  1,019        244,905      831          112,031       894          41           3          -            359,724
 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

 

 

The Group's capability to discharge its liabilities relies on its ability to
realise equivalent assets within the same period of time. In the Georgian and
Armenian marketplace, where most of the Group's business is concentrated, many
short-term credits are granted with the expectation of renewing the loans at
maturity. As such, the ultimate maturity of assets may be different from the
analysis presented above. To reflect the historical stability of current
accounts, the Group calculates the minimal daily balance of current accounts
over the past two years and includes the amount in the 'Up to 1 year' category
in the table above. The remaining current accounts are included in the 'On
demand' category. Pledged Investment Securities are distributed into maturity
buckets based on the contractual maturity of the agreement they are pledged
for. Securities which can be pledged but are not pledged fall into 'On demand'
category. Considering credit cards have no contractual maturities, the above
allocation per category is done based on the statistical coverage rates
observed.

 

 

24.   Maturity analysis of financial assets and liabilities (continued)

 

The Group's principal sources of liquidity are as follows:

·           deposits;

·           borrowings from international credit institutions;

·           inter-bank deposit agreements;

·           debt issues;

·           proceeds from sale of securities;

·           principal repayments on loans;

·           interest income; and

·           fees and commissions income.

 

In the Board's opinion, liquidity is sufficient to meet the Group's present
requirements.

 

The table below shows an analysis of assets and liabilities according to when
they are expected to be recovered or settled, except for current accounts
which are included in 'Up to 1 year' category in the table above, noting that
respective contractual maturity may expand over significantly longer periods:

 

                                                                         At 30 June 2026                                        At 31 December 2025
                                                                         Less than     More than   No maturity  Total           Less than     More than   No maturity  Total

1 year
1 year
1 year
1 year

 Cash and cash equivalents                                               5,046,754     -           -            5,046,754       4,572,046     -           -            4,572,046
 Amounts due from credit institutions                                    960,691       -           2,816,325    3,777,016       443,099       68          3,109,090    3,552,257
 Investment securities                                                   8,660,512     1,029,617   47,425       9,737,554       9,362,441     639,753     45,043       10,047,237
 Investment securities pledged under sale and repurchase agreements and  320,654       -           -            320,654         147,416       -           -            147,416
 securities lending
 Loans to customers, factoring and finance lease receivables             15,214,619    29,214,424  -            44,429,043      13,991,451    26,074,213  -            40,065,664
 Prepayments                                                             30,901        129,637     -            160,538         23,724        177,043     -            200,767
 Foreclosed Assets                                                       -             -           405,131      405,131         -             -           374,659      374,659
 Right-of-use assets                                                     -             -           327,471      327,471         -             -           332,630      332,630
 Investment properties                                                   -             -           98,261       98,261          -             -           107,573      107,573
 Property and equipment                                                  -             -           622,402      622,402         -             -           616,839      616,839
 Goodwill                                                                -             -           35,488       35,488          -             -           41,253       41,253
 Intangible assets                                                       -             -           402,750      402,750         -             -           376,402      376,402
 Income tax assets                                                       -             55          -            55              -             41          -            41
 Other assets                                                            426,741       10,222      10,707       447,670         406,513       2,105       10,810       419,428
 Assets held for sale                                                    9,752         -           -            9,752           15,644        -           -            15,644
 Total assets                                                            30,670,624    30,383,955  4,765,960    65,820,539      28,962,334    26,893,223  5,014,299    60,869,856

 Client deposits and notes                                               38,872,294    4,792,459   -            43,664,753      33,839,957    4,790,017   -            38,629,974
 Amounts owed to credit institutions                                     3,612,062     3,759,983   -            7,372,045       5,638,305     3,860,801   -            9,499,106
 Debt securities issued                                                  1,023,282     3,152,989   -            4,176,271       799,807       2,200,064   -            2,999,871
 Lease liability                                                         69,821        290,010     -            359,831         68,504        279,610     -            348,114
 Accruals and contract liabilities                                       239,749       -           -            239,749         301,067       -           -            301,067
 Income tax liabilities                                                  105,841       59,690      -            165,531         76,468        32,337      -            108,805
 Other liabilities                                                       348,982       101,449     -            450,431         452,150       108,526     -            560,676
 Total liabilities                                                       44,272,031    12,156,580  -            56,428,611      41,176,258    11,271,355  -            52,447,613

 Net                                                                     (13,601,407)  18,227,375  4,765,960    9,391,928       (12,213,924)  15,621,868  5,014,299    8,422,243

 

25.   Related party disclosures

 

In accordance with IAS 24 "Related Party Disclosures", parties are considered
to be related if one party has the ability to control the other party or
exercise significant influence over the other party in making financial or
operational decisions. In considering each possible related party
relationship, attention is directed to the substance of the relationship, not
merely the legal form.

 

Related parties may enter into transactions which unrelated parties might not,
and transactions between related parties may not be affected on the same
terms, conditions and amounts as transactions between unrelated parties.

 

The volumes of related party transactions, outstanding balances at 30 June
2026 and 31 December 2025, and related expenses and income for the period
ended 30 June 2026 and 30 June 2025 are as follows:

                                                                              At 30 June 2026 (unaudited)                            At 31 December 2025
                                                                              Associates              Key management personnel*      Associates              Key management personnel*
 Loans outstanding at                                                         -                       8,701                          -                       10,254
 Deposits at                                                                  13                      29,405                         -                       30,333
 Debt securities issued at                                                    -                       15,346                         -                       13,572

                                                                              At 30 June 2026 (unaudited)                            At 30 June 2025 (unaudited)
                                                                              Associates              Key management personnel*      Associates              Key management personnel*
 Interest income on loans for the six months ended 30 June                    -                       540                            -                       1,628
 Expected credit loss for the six months ended 30 June                        -                       1                              -                       (141)
 Interest expense on deposits for the six months ended 30 June                -                       490                            57                      592
 Interest expense on Debt securities issued for the six months ended 30 June  -                       567                            -                       391

 

 

** Key management personnel include members of Lion Finance Group PLC's Board
of Directors, key executives of the Group and key subsidiaries.

 

Compensation of key management personnel comprised the following:

 

                                    For the six months ended
                                    30 June 2026 (unaudited)             30 June 2025 (unaudited)
 Share-based payments compensation  41,724                               32,301
 Salaries and other benefits        11,760                               12,559
 Cash compensation                  8,466                                26,836
 Termination acceleration costs     6,701                                7,418
 Total key management compensation  68,651                               79,114

 

 

The number of key management personnel at 30 June 2026 was 31 (31 December
2025: 31).

 

As at 30 June 2026 interest rates on loans issued to key management personnel
were within 5.5% and 17.0% (31 December 2025: 5.8% and 16.8%) for loans
denominated in FC and Local currency, respectively. As at 30 June 2026
interest rates on deposits placed by key management personnel were within 0.0%
and 12.3% (31 December 2025: 0.0% and 13.5%) for deposits denominated in FC
and Local currency, respectively.

 

26.   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 CBA in supervising JSC
Bank of Georgia and Ameriabank CJSC, respectively.

 

During the period ended 30 June 2026, 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.

 

Glossary
Operational terms
 •    MAC (Monthly active customer - retail or business) Number of customers who
      satisfied pre-defined activity criteria within the past month.
 •    Digital monthly active 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.
 •    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.
 •    Payment MAU Number of retail customers who made at least one payment with a
      BOG card within the past month.
 •    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.

Ratio definitions and abbreviations
 •    Alternative performance measures (APMs) In this announcement the management
      uses various APMs, which we believe provide additional useful information for
      understanding the financial performance of the Group. These APMs are not
      defined by International Financial Reporting Standards, 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.
 •    Basic earnings per share Profit for the period attributable to shareholders of
      the Group divided by the weighted average number of outstanding ordinary
      shares over the same period.
 •    Book value per share Total equity attributable to shareholders of the Group
      divided by ordinary shares outstanding at period-end; Ordinary shares
      outstanding at period-end equals number of ordinary shares at period-end less
      number of treasury shares at period-end.
 •    CBA Central Bank of Armenia.
 •    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 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.
 •    CBA Liquidity coverage ratio (LCR) High-quality liquid assets 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 divided
      by the required amount of stable funding (as defined by 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 March 2026 for quarter-over-quarter growth
      and as at 30 June 2025 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 period divided by monthly average gross
      loans to customers, finance lease and factoring over the same period
      (annualised where applicable).
 •    Cost of deposits Interest expense on client deposits and notes for the period
      divided by monthly average client deposits and notes over the same period
      (annualised where applicable).
 •    Cost of funds Interest expense for the period divided by monthly average
      interest-bearing liabilities over the same period (annualised where
      applicable).
 •    Cost:income ratio Operating expenses divided by net operating income.
 •    FC Foreign currency.
 •    Full-scale branch A banking branch that provides all banking services.
 •    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.
 •    NBG Liquidity coverage ratio (LCR) High-quality liquid assets 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 divided
      by the required amount of stable funding (as defined by the NBG). Calculations
      are made for Bank of Georgia standalone, based on IFRS.
 •    LC Local currency.
 •    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 period divided by monthly average gross loans to
      customers, factoring and finance lease receivables over the same period
      (annualised where applicable).
 •    NBG National Bank of Georgia.
 •    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 requirements of the NBG. Calculations are made 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.
 •    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.
 •    Net interest margin (NIM) Net interest income for the period divided by
      monthly average interest earning assets excluding cash and cash equivalents
      and corporate shares over the same period (annualised where applicable).
 •    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,
      finance lease and factoring receivables divided by NPLs.
 •    NPL coverage ratio adjusted for discounted value of collateral Allowance for
      expected credit loss on loans to customers, finance lease and factoring
      receivables, plus the discounted value of collateral for the NPL portfolio
      (capped at the respective loan amount), divided by total NPLs.
 •    One-off items Significant items that do not arise during the ordinary course
      of business.
 •    Operating leverage Percentage change in net operating income less percentage
      change in operating expenses.
 •    Return on average total assets (ROAA) Profit for the period divided by monthly
      average total assets for the same period (annualised where applicable).
 •    Return on average total equity (ROAE) Profit for the period attributable to
      shareholders of the Group divided by monthly average equity attributable to
      shareholders of the Group for the same period (annualised where applicable).
 •    Transactional branch Bank branch that is mostly used for transactional
      services by clients. Such branches do not provide complex banking services,
      such as issuing mortgages, services to legal clients, etc.

 

Lion Finance Group PLC profile

Lion Finance Group PLC (formerly Bank of Georgia Group PLC; the "Company" or
the "Group" when referring to the group companies as a whole) is an LSE-listed
company whose main subsidiaries provide banking and financial services focused
in the high-growth Georgian and Armenian markets through leading,
customer-centric, universal banks - Bank of Georgia in Georgia and Ameriabank
in Armenia. By building on our competitive strengths, we are committed to
driving business growth, sustaining high profitability, and generating strong
returns, while creating opportunities for our stakeholders and making a
positive contribution in the communities where we operate.

Lion Finance Group PLC is listed on the London Stock Exchange's main market in
the Equity Shares (Commercial Companies) category and is a constituent of the
FTSE 100 index. Ticker: BGEO.

Legal entity identifier: 213800XKDG12NQG8VC53

Registered address: 29 Farm Street, London, W1J 5RL, United Kingdom;
Registered under number 10917019 in England and Wales

Company secretary: Computershare Company Secretarial Services Limited (The
Pavilions, Bridgwater Road, Bristol BS13 8FD, United Kingdom)

Registrar: Computershare Investor Services PLC (The Pavilions Bridgwater Road,
Bristol BS99 6ZZ, United Kingdom)

Please note that Investor Centre is a free, secure online service run by our
Registrar, Computershare, giving you convenient access to information on your
shareholdings.

Investor Centre Web Address: www.uk.computershare.com/Investor/#Home
(http://www.uk.computershare.com/Investor/#Home)

Investor Centre Shareholder Helpline: +44 (0)370 873 5866

Auditors: PricewaterhouseCoopers LLP (7 More London Riverside, London SE1
2RT, United Kingdom)

Contacts:

Email: ir@lfg.uk (mailto:ir@lfg.uk)

Telephone: +44(0) 203 178 4052

Sam Goodacre (Advisor to the CEO): sgoodacre@lfg.uk (mailto:sgoodacre@lfg.uk)
; +44 745 398 8513

Nini Arshakuni (Head of Investor Relations): narshakuni@lfg.uk
(mailto:narshakuni@lfg.uk) ;  +44 203 178 4034

Further information

For more on results publications, go to Results Centre on
https://lionfinancegroup.uk/results-center/quarterly-earnings/
(https://lionfinancegroup.uk/results-center/quarterly-earnings/)

For more on investor information, go to
https://lionfinancegroup.uk/investor-information/shareholder-meetings/
(https://lionfinancegroup.uk/investor-information/shareholder-meetings/)

For news updates, go to https://lionfinancegroup.uk/news/news-announcements/
(https://lionfinancegroup.uk/news/news-announcements/)

For share price information, go to
https://lionfinancegroup.uk/investor-information/share-price/
(https://lionfinancegroup.uk/investor-information/share-price/)

Forward-looking statements

This announcement contains 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, include, among other things: macro
risk, including domestic instability; geopolitical risk; credit risk;
liquidity and funding risk; capital risk; market risk; regulatory and legal
risk; conduct risk; financial crime risk; information security and data
protection risks; operational risk; human capital risk; model risk; strategic
risk; reputational risk; climate-related risk; and other key factors that
could adversely affect our business and financial performance, as indicated
elsewhere in this document and in past and future filings and reports of the
Group, including the 'Principal risks and uncertainties' included in Lion
Finance Group PLC's Annual Report and Accounts 2025 and in this Report. No
part of this document 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.

 1  (#_ftnref1) 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.

 2  (#_ftnref2) 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.

 3  (#_ftnref3) To provide a clearer view of our business performance, we have
excluded instant Peer-to-Peer (P2P) transactions from our acquiring volume
figures. Although previously classified as e-commerce activity due to the
technical nature of card-to-card transfers, these transactions do not reflect
our core merchant acquiring business. Accordingly, we have restated all prior
period figures for consistency and comparability.

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.   END  IR GPUWWRUPQPUU



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