01 02 Governance 03 04 Directors’ Report The Directors present their Annual Report and the audited consolidated Financial Statements for the year ended 31 December 2018. Strategic Report The Strategic Report on pages 2 to 65 was approved by the Board of Directors on 2 April 2019 and signed on its behalf by Nikoloz Gamkrelidze, Chief Executive Officer. Management Report This Directors’ Report together with the Strategic Report on pages 2 to 65 form the Management Report for the purposes of DTR 4.1.5 R. Information contained elsewhere in the Annual Report Information required to be included in this Directors’ Report can be found elsewhere in the Annual Report as indicated in the table below and is incorporated into this report by reference: Information Location in Annual Report Future developments Pages 2 to 65 Going concern statement Page 52 Viability statement Page 52 Risk management Pages 49 to 52 Principal risks and uncertainties Pages 53 to 59 Directors’ Governance Statement Pages 66 to 70 Board of Directors Pages 72 to 73 Nomination Committee Report Pages 85 to 88 Audit Committee Report Pages 76 to 81 Clinical Quality and Safety Committee Report Pages 82 to 84 Greenhouse gas emissions* Pages 40 to 48 Research and development Pages 40 to 48 Employee matters* Pages 40 to 48 Environmental matters* Pages 40 to 48 Share capital Page 158 Information on the Group’s financial risk management objectives and policies, and its exposure to credit risk, Pages 165 to 172 liquidity risk, interest rate risk, foreign currency risk and financial instruments * These items constitute a part of the Company’s non-financial information provided in compliance with the Companies Act 2006. Articles of Association GHG’s Articles of Association may only be amended by a special resolution at a general meeting of shareholders. The process for the appointment and removal of Directors is included in our Articles of Association. The GHG Articles of Association are available on GHG’s website: http://ghg.com.ge/uploads/files/ghgarticles69-66.pdf. Share capital and rights attaching to the shares Details of the movements in share capital during the year are provided in Note 25 to the consolidated Financial Statements on page 158 of this Annual Report. As at the date of this Annual Report, there was a single class of 131,681,820 ordinary shares of one pence each in issue, each with one vote. The rights and obligations attaching to GHG’s ordinary shares are set out in its Articles of Association. Holders of ordinary shares are entitled, subject to any applicable law and GHG’s Articles of Association, to: • have shareholder documents made available to them including the notice of any general meeting; • attend, speak and exercise voting rights at general meetings, either in person or by proxy; and • participate in any distribution of income or capital. GHG is permitted to make market purchases of its own shares provided it is duly authorised by its members in a general meeting and subject to and in accordance with section 701 of the Companies Act 2006. Authority was given at the 2018 AGM for the Company to purchase up to 13,168,182 shares but no purchases were made during this financial year. The authority will expire at the conclusion of the Company’s AGM in 2019 or if earlier, at the close of business on 30 May 2019. At the 2018 AGM, the Directors were given the power (a) to allot shares up to a maximum nominal amount of GBP 438,939.40, representing approximately a third of the Company’s issued share capital as at 26 March 2018, and b) to allot equity securities up to an aggregate nominal amount of GBP 438,939.40, in connection with an offer by way of a rights issue: (i) to holders of shares in proportion (as nearly as may be practicable) to their existing holdings; and (ii) to holders of other equity securities as required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities, such amount to be reduced by the aggregate nominal amount of shares allotted or rights to subscribe for or to convert any securities into shares granted under paragraph (a), and subject to the Directors having the 109