Georgia Healthcare Group PLC Annual Report 2018 Governance Directors’ Report continued Employee disclosures Our disclosures relating to the number of women in senior management, employee engagement and our policies on human rights, including employment of disabled persons, are included in the section Employee matters on pages 42 to 44 and in the Nomination Committee Report on page 85 to 88. Political donations The Group did not make any political donations or expenditure during 2018. Authority to make political donations and incur political expenditure will be put to shareholder vote at the 2019 AGM. Code of Conduct and Ethics The Board has adopted a Code of Conduct relating to the lawful and ethical conduct of the business, supported by the Group’s core values. The Code of Conduct has been communicated to all Directors and employees, all of whom are expected to observe high standards of integrity and fair dealing in relation to customers, staff and regulators in the communities in which the Group operates. Our Code of Conduct is available on our website: http://ghg.com.ge/policies. Independent auditors A resolution to reappoint Ernst & Young LLP as auditors of GHG will be put to shareholders at the upcoming AGM. Major interests in shares As at 31 December 2018, the following shareholders had notified the Company, in accordance with the Disclosure Guidance and Transparency Rules, of their voting rights of 3% or more which they hold in the Company’s issued share capital: As of 31 December 2018 Shareholder Number of voting rights % of voting rights JSC Georgia Capital PLC 131,681,820 57.05 Wellington Management Company 9,680,753 7.35 T. Rowe Price 8,057,579 6.12 From the period 1 January 2019 up to and including 2 April 2019, there have been no further notifications to the Company in respect of interests in voting rights. Post-balance sheet events On 26 March 2019, the Company announced its recommendation of a final dividend of GEL 0.053 per share, to be paid in respect of the 2018 financial year, subject to shareholder approval. For further information, please see the dividend policy section of this report on page 110. Statement of disclosure of information to the auditor We confirm that, so far as we are aware, there is no relevant audit information of which the Group’s auditors are unaware and we have taken all steps that we reasonably believe should be taken as Directors in order to make ourselves aware of any relevant audit information and to establish that the Company’s statutory auditors are aware of such information. Information to be disclosed in accordance with Listing Rule 9.8.4R The following information required to be disclosed in terms of Listing Rule 9.8.4R is not applicable unless stated otherwise: • the amount of interest capitalised during the period under review and details of any related tax relief; • information in relation to the publication of unaudited financial information; • details of any long-term incentive schemes; • any arrangements under which a Director has waived emoluments, or agreed to waive any future emoluments, from the Company; • details of any non-pre-emptive issues of equity for cash; • any non-pre-emptive issues of equity for cash by the Company or by any unlisted major subsidiary undertaking; • parent participation in a placing by a listed subsidiary; • any contract of significance in which a Director is or was materially interested; • any waiver of dividends by a shareholder; and • a statement in respect of relationship agreement with the controlling shareholder appears on page 111. The Directors’ Report on pages 109 to 112 was approved by the Board of Directors on 2 April 2019 and signed on its behalf: By order of the Board Link Company Matters Ltd Company Secretary 2 April 2019 112