Georgia Healthcare Group PLC Annual Report 2018 Governance Remuneration Committee Report continued Illustration of GHG’s remuneration policy The chart below shows the remuneration which Mr Gamkrelidze, the sole Executive Director, could receive under the proposed Policy at three different performance levels. We have used 2020 as this is the complete first year the new Policy would have been in place. The 50% share price appreciation disclosure is made voluntarily by the Group (as performance measures are limited to one year) for investor information. Minimum 45% 55% US$886,090 Target 23% 27% 50% US$1,808,757 Maxium, discretionary 19% 22% 59% US$2,204,185 50% increase in share price6 17% 20% 53%10%US$2,452,300 50% decrease in share price7 26%16% 58% US$1,560,642 Fixed cash salary1 Fixed deferred share salary1 Discretionarydeferredshares compensation2 50% share price appreciation 1 Salary is comprised of cash, deferred share salary, benefits and pension contributions. Mr Gamkrelidze’s total cash salary in 2020 in respect of both his service contract with GHG and JSC GHG will be US$375,000. Deferred share salary will be 175,000 nil cost options. The value attached to each GHG share is calculated by reference to the share price on 14 December 2018, being the date on which the Remuneration Committee adopted, subject to shareholder feedback and approval, the terms of the new compensation and bonus structure reflected in this Policy, which was US$2.78 (based on the official share price of GBP 2.20 per share converted into US$ using an exchange rate of US$1.2616, being the official exchange rate published by the Bank of England on the previous date, i.e. 13 December 2018). Deferred share salary in respect of 2020 will be formally granted in January 2020 and will vest from January 2022 to January 2025. 2 The discretionary deferred share maximum opportunity is a fixed dollar amount – see notes to the Policy table above 3 Minimum opportunity reflects a scenario whereby Mr Gamkrelidze receives only fixed remuneration comprised of cash salary, deferred share salary (calculated as described above), pension contributions and benefits. No share price growth assumptions have been made. 4 On-target opportunity reflects a scenario whereby Mr Gamkrelidze receives fixed remuneration (as described in 3 above) and discretionary deferred shares (calculated as described above), being 70% of the maximum opportunity. No share price growth assumptions have been made. 5 Maximum opportunity reflects a scenario whereby Mr Gamkrelidze receives fixed remuneration (as described in 3 above) and discretionary deferred shares (calculated as described above) being 150% of the maximum opportunity. No share price growth assumptions have been made. 6 Voluntary disclosure of maximum opportunity plus 50% share price growth whereby Mr Gamkrelidze receives fixed remuneration (as described in 3 above) and discretionary deferred shares (calculated as described in 5 above) at 100% of the maximum opportunity. Share price grows by 50% is only in relation to deferred salary shares because the maximum discretionary deferred share opportunity is fixed to a dollar amount, which is then awarded in shares. 7 Voluntary disclosure of target opportunity with 50% share price depreciation whereby Mr Gamkrelidze receives fixed remuneration (as described in 3 above) and discretionary deferred shares (calculated as in 4 above) at 70% of the maximum opportunity. Share price decline by 50% is only in relation to deferred salary shares because the maximum (or 70%) discretionary deferred share opportunity is fixed to a dollar amount (or 70% thereof), which is then awarded in shares. 8 For long-term incentive awards, disclosure of the value of the award in the event of a 50% share price appreciation is required by the Companies (Miscellaneous Reporting) Regulations 2018. Such disclosure is not required for short-term incentive awards, such as those made by the Group, where performance measures are limited to one year, nor is it required for salary compensation in the form of shares. The reason for this is that an increase in the value of the deferred shares resulting from share price appreciation in the period through to the vesting date is not considered to constitute remuneration for the purposes of the regulations. However, the Group has decided to voluntarily disclose information showing the value of a 50% increase in the share price for investor information. Approach to recruitment remuneration Any new Executive Director appointed to the Board would be paid no more than the Remuneration Committee considers reasonably necessary to attract a candidate with the relevant skills and experience. His or her maximum remuneration package would comprise the components described in the policy table above. The Remuneration Committee may, at its sole discretion and taking into account the role assumed by the new Executive Director, vary the amount of any component in the package up to the limits set out in the Policy table above in relation to for new Executive Directors. This discretion will only be exercised to the extent required to facilitate the recruitment of the particular individual. In addition, the terms and conditions attaching to any component of the remuneration might be varied insofar as the Remuneration Committee considers it necessary or desirable to do so in all the circumstances. In addition to the components and outside of the limits set out in the policy table the Remuneration Committee may also decide to provide to an incoming Executive Director: • relocation support, tax support and legal fees depending on the individual’s circumstances including where relevant to his or her family. The Group has not set a maximum aggregate amount that may be paid in respect of any individual’s relocation support, but it will aim to provide support of an appropriate level and quality on the best terms that can reasonably be obtained. • upon the recommendation of the Remuneration Committee, a “buy out” incentive award intended to compensate the incoming Executive Director for any awards granted to an incoming Executive Director by a previous employer and which have been foregone as a result of an individual’s employment with the Company. In these circumstances, the Company’s approach will be to match the estimated current value of the foregone awards by granting awards of deferred share compensation which vest over a similar period to the awards being bought out. The application of performance conditions and/or clawback provisions may also be considered, where appropriate. Such new awards may be granted in addition to any deferred share salary and discretionary deferred share compensation. 96