Georgia Capital : Proxy form

Attendance Card

Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation.

The Annual General Meeting of Georgia Capital PLC to be held at the offices of Baker & McKenzie LLP, 100 New Bridge Street, London EC4V 6JA on 17 May 2023 at 11.00 am.

Shareholder Reference Number

Please detach this portion before posting this proxy form.

Form of Proxy - Annual General Meeting to be held on 17 May 2023

Cast your Proxy online...It's fast, easy and secure! www.investorcentre.co.uk/eproxy

Control Number: 918390

SRN:

You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown	PIN:
opposite and agree to certain terms and conditions.

View the Annual Report & Accounts online: https://georgiacapital.ge/

Register at www.investorcentre.co.uk - elect for electronic communications & manage your shareholding online!

To be effective, all proxy appointments must be lodged with the Company's Registrars at:

Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 15 May 2023 at 11.00 am.

Explanatory Notes:

1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as their proxy to exercise all or any of their rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chair, please insert the name of your chosen proxy holder in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise their discretion as to whether, and if so how, they vote (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise their discretion as to whether, and if so how, they vote).
2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 702 0176 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
3. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.

1. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at close of business on the day which is two days before the day of the meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.
2. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via a designated voting platform, any such messages must be received by the issuer's agent prior to the specified deadline within the relevant system. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the relevant designated voting platform) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent via a designated voting platform in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
3. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0370 702 0176 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
4. Any alterations made to this form should be initialled.
5. The completion and return of this form will not preclude a member from attending the meeting and voting in person.

Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.

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Poll Card

To be completed only at the AGM if a Poll is called.

Vote

Vote

Ordinary Resolutions

For Against Withheld

For Against Withheld

1.

To receive the Directors' Report, the Strategic Report, the Directors' Remuneration Report and the

9.

To authorise the Audit and Valuation Committee to determine the remuneration of the Auditor.

financial statements together with the Auditors' Report for the financial year ended 31 December

2022 (together the Annual Report).

2. To approve the Directors' Remuneration Report, as set out on pages 145 to 163 (excluding the summary of the Remuneration Policy on pages 159 to 163) of the Annual Report.

3. To re-appoint Irakli Gilauri as a director of the Company.

4. To re-appoint Maria Chatti-Gautier as a director of the Company.

5. To re-appoint Massimo Gesua' sive Salvadori as a director of the Company.

6. To re-appoint David Morrison as a director of the Company.

7. To appoint Neil Janin as a director of the Company.

8. To re-appoint PricewaterhouseCoopers LLP (PwC LLP) as Auditor of the Company (the Auditor) until the end of the next general meeting at which accounts are laid before the Company.

Signature

In the case of a Corporation, a letter of representation will be required (in accordance with S323 of the Companies Act 2006) unless this has already been lodged at registration.

Form of Proxy

1. To authorise political donations and expenditure.
2. To authorise the Directors to allot shares.

Special Resolutions

1. To authorise the Directors to disapply pre-emption rights in connection with the allotment of equity securities.
2. To authorise the Directors to disapply pre-emption rights in connection with the allotment of equity securities for the purpose of financing an acquisition or other capital investment.
3. To authorise the Company to make market purchases of its own shares.
4. To authorise the Company to make off-market purchases of its own shares.

Please complete this box only if you wish to appoint a third party proxy other than the Chair.

Please leave this box blank if you want to select the Chair. Do not insert your own name(s).

*

I/We hereby appoint the Chair of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of Georgia Capital PLC to be held at the offices of Baker & McKenzie LLP, 100 New Bridge Street, London EC4V 6JA on 17 May 2023 at 11.00 am, and at any adjourned meeting.

* For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).

Please use a black pen. Mark with an X

Please mark here to indicate that this proxy appointment is one of multiple appointments being made.

inside the box as shown in this example.

Vote

Vote

Ordinary Resolutions

For

Against Withheld

For

Against Withheld

1.

To receive the Directors' Report, the Strategic Report, the Directors'

9.

To authorise the Audit and Valuation Committee to determine the

Remuneration Report and the financial statements together with the

remuneration of the Auditor.

Auditors' Report for the financial year ended 31 December 2022 (together

the Annual Report).

2.

To approve the Directors' Remuneration Report, as set out on pages 145

10.

To authorise political donations and expenditure.

to 163 (excluding the summary of the Remuneration Policy on pages 159

to 163) of the Annual Report.

3.

To re-appoint Irakli Gilauri as a director of the Company.

11.

To authorise the Directors to allot shares.

Special Resolutions

4.

To re-appoint Maria Chatti-Gautier as a director of the Company.

12.

To authorise the Directors to disapply pre-emption rights in connection

with the allotment of equity securities.

5.

To re-appoint Massimo Gesua' sive Salvadori as a director of the

13.

To authorise the Directors to disapply pre-emption rights in connection

Company.

with the allotment of equity securities for the purpose of financing an

acquisition or other capital investment.

6.

To re-appoint David Morrison as a director of the Company.

14.

To authorise the Company to make market purchases of its own shares.

7.

To appoint Neil Janin as a director of the Company.

15.

To authorise the Company to make off-market purchases of its own

shares.

8. To re-appoint PricewaterhouseCoopers LLP (PwC LLP) as Auditor of the Company (the Auditor) until the end of the next general meeting at which accounts are laid before the Company.

I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.

Signature

Date

In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).

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