3rd Quarter Results

Georgia Capital PLC

28 October 2026

 

FINANCIAL PERFORMANCE HIGHLIGHTS (IFRS)^[1]

GEL '000, unless otherwise noted	Sep-26	Jun-26	Change	Dec-25	Change
Georgia Capital NAV overview
NAV per share, GEL	198.91	175.12	13.6%	154.68	28.6%
NAV per share, GBP	57.69	50.10	15.1%	42.44	35.9%
Net Asset Value (NAV)	6,463,445	5,793,703	11.6%	5,194,527	24.4%
Shares outstanding[2]	32,494,008	33,084,612	-1.8%	33,582,800	-3.2%
Cash, liquid funds and accrued dividends[3]	288,024	518,098	-44.4%	239,801	20.1%
NCC ratio2	-0.9%	-2.9%	2.0 ppts	2.3%	-3.2 ppts
Georgia Capital Performance	3Q26	3Q25	Change	9M26	9M25	Change
Total portfolio value creation	810,105	347,935	NMF	1,582,442	1,362,294	16.2%
of which, listed portfolio[4]	656,609	203,363	NMF	1,111,583	1,041,813	6.7%
of which, private businesses	153,496	144,572	6.2%	470,859	320,481	46.9%
Investments	4,950	4,988	-0.8%	7,689	17,680	-56.5%
Divestments	-	(172,639)	NMF	(354,417)	(364,383)	-2.7%
Buybacks[5]	130,772	100,203	30.5%	275,817	244,047	13.0%
Dividend income[6]	52,490	43,075	21.9%	138,782	144,239	-3.8%
Net income	794,219	282,817	NMF	1,514,862	1,271,563	19.1%
Private portfolio companies' performance1	3Q26	3Q25	Change	9M26	9M25	Change
Large portfolio companies
Revenue	523,568	441,968	18.5%	1,535,482	1,311,242	17.1%
EBITDA	79,840	63,224	26.3%	227,833	182,662	24.7%
Net operating cash flow	72,345	64,405	12.3%	204,458	161,397	26.7%
Total portfolio[7]
Revenue	599,486	511,108	17.3%	1,748,162	1,525,714	14.6%
EBITDA	95,697	79,628	20.2%	279,326	244,429	14.3%
Net operating cash flow	91,468	91,445	NMF	253,019	230,497	9.8%

KEY POINTS

Ø NAV per share increased by 13.6% q-o-q to a record high of GEL 198.91 (up 15.1% q-o-q to GBP 57.69), driven by strong operating performances across our large private portfolio companies and continued growth in Lion Finance Group PLC's ("LFG") share price

Ø Sustained double-digit growth across our large private portfolio, with aggregate revenues and EBITDA increasing by 18.5% and 26.3% y-o-y, respectively, in 3Q26, driving a 12.3% y-o-y increase in net operating cash flow

Ø Full deleveraging achieved at the HoldCo level in 3Q26, with gross debt reduced to zero for the first time ever. The HoldCo is now in a net cash position of GEL 291 million

Ø Extension of the existing share buyback and cancellation programme by an additional US$ 50 million under GCAP's GEL 1 billion capital allocation programme, bringing the total new share buyback programme size to US$ 100 million

Ø Healthcare services business to invest approximately GEL 53 million development capex to expand its platform and drive further growth in high-demand private-pay services with targeted ROICs in excess of 20% when fully operational. GCAP to invest GEL 10 million to support this programme. The healthcare services business to look for a potential IPO on an international stock exchange over the next three to five years

Ø NCC ratio up by 2.0 ppts q-o-q to -0.9%, primarily reflecting the cash commitment to the US$ 50 million share buyback programme launched in August 2026 and a 14.1% q-o-q increase in portfolio value. This is comfortably within GCAP's target NCC ratio level of 10%

Ø 1.0 million shares repurchased during 3Q26 and 4Q26 to date, bringing total shares bought back since the demerger to 17.6 million (US$ 348 million), representing 36.8[8]% of GCAP's peak issued share capital

 

Conference call: An investor/analyst conference call will be held on 28-OCT-2026, at 14:00 UK / 15:00 CET / 10:00 US Eastern Time. Please register at the Registration Link to attend the event. Further details are available on the Group's webpage.

CHAIRMAN AND CEO'S STATEMENT

The consistent execution of our strategic priorities continues to underpin strong quarterly performance, operational excellence and sustained shareholder value creation.

NAV per share reached a new record high of GEL 198.91 (GBP 57.69) in 3Q26, increasing by 13.6% q-o-q and 28.6% year to date. This reflects the outstanding underlying operating performance across all key businesses, reinforcing GCAP's long-term value and growth proposition for our shareholders. Value creation in our listed portfolio totalled GEL 656.6 million, contributing 11.3 ppts to NAV per share growth, primarily driven by a 26.8% increase in Lion Finance Group PLC's share price during the quarter. Our private portfolio delivered a further GEL 153.5 million value creation (+2.6 ppts impact), reflecting the strong performance throughout our high-quality, industry-leading large business portfolio, as detailed below. Together, the total portfolio generated more than GEL 810 million value creation during the quarter, demonstrating its outstanding quality and consistent strong growth. NAV per share growth was also supported by the share buyback and cancellation programme (+0.6 ppts impact), partially offset by management platform-related costs (-0.2 ppts impact). In GBP terms, NAV per share increased by 15.1% q-o-q in 3Q26. Since the demerger, NAV per share has increased at a CAGR of 21.4% in GEL terms and 21.1% in GBP terms, demonstrating GCAP's sustained track record of long-term value creation. Over the past three years, NAV per share (GEL) has grown at 37.2% CAGR.

Outstanding operational performances across our large private portfolio companies. In 3Q26, our large private portfolio companies once again demonstrated their position as industry-leading businesses, delivering strong operating performance, with aggregate revenues and EBITDA increasing by 18.5% and 26.3% y-o-y, respectively. This resulted in quarterly aggregated net operating cash flows of GEL 72.3 million, up 12.3% y-o-y in 3Q26.

·      Our retail (pharmacy) business delivered an excellent operational performance in 3Q26. Retail revenues increased by 15.7% y-o-y in 3Q26, reflecting successful sales initiatives that drove an 8.7% same-store revenue growth, a 10.1% y-o-y increase in average bill size and a 5.0% y-o-y increase in the number of bills issued. The performance was further supported by the ramp-up of newly launched pharmacy stores, with a further 12 new pharmacy stores opened in 3Q26. Wholesale revenue increased by 10.3% y-o-y in 3Q26, driven by a broader product offering across the business' distribution channels in Georgia, increased exports to Azerbaijan and newly awarded tenders in Armenia, where the business continued to deliver strong growth across both retail and wholesale channels. Total revenue in Armenia increased by 42.1% y-o-y during the quarter, supported by ongoing retail network expansion and the strengthening of its retail brand, alongside a broader wholesale product offering and higher revenue from state tenders.

·      Across our healthcare services business, total revenue increased by 15.9% y-o-y in 3Q26, reflecting strong performance across all segments. Large and specialty hospitals benefited from increased demand for outpatient services, while regional and community hospitals continued to expand their service offerings and improve their sales mix towards higher-margin services, partially supported by the acquisition of Gormed LLC in December 2025. Our clinics further expanded their customer base through enhanced service offerings, the expansion of laboratory services and the addition of a new polyclinic in Tbilisi. The diagnostics business also achieved strong revenue growth, driven by the increasingly significant high-margin retail segment. Collectively, these developments reflect the continued expansion and strengthening of our healthcare services platform.

·      Our insurance business delivered outstanding results in 3Q26, supported by positive developments in both the P&C and medical insurance segments. P&C insurance revenues increased by 11.9% y-o-y, driven by growth in the motor, property and credit life insurance lines, while medical insurance revenues increased by 48.1% y-o-y, reflecting newly awarded tenders, organic growth in the corporate and retail portfolios and a double-digit percentage increase in policy prices. The P&C combined ratio, which continues to be low by international standards, remained broadly flat, decreasing by 0.1 ppts y-o-y in 3Q26, mainly reflecting the net impact of a GEL 1.0 million loss from a single large property insurance claim offset by a lower expense ratio reflecting robust revenue growth during the quarter. The combined ratio for medical insurance increased by 1.3 ppts y-o-y in 3Q26, driven by an increased share of inherently high-loss-ratio state tenders in the portfolio, slightly offset by an improved expense ratio. Together, these developments translated into a remarkable 21.0% y-o-y increase in pre-tax profit for the quarter.

Full deleveraging at the HoldCo level. On 29 June 2026, the Group announced the full early redemption of the remaining outstanding US$ 50 million sustainability-linked bonds issued by its Georgian holding company. The bonds were fully redeemed on 19 August 2026, reducing Georgia Capital's gross debt to zero for the first time ever. This early redemption underscores the strength of GCAP's balance sheet, cash flow generation and disciplined approach to capital allocation.

Progress on the GEL 1 billion capital allocation programme and launch of a new US$ 50 million share buyback and cancellation programme. Following the completion of GCAP's GEL 700 million capital return programme and the full deleveraging of the HoldCo, GCAP launched a GEL 1 billion capital allocation programme in August 2026, running through 2029, with at least half allocated to shareholder returns through share buybacks and potentially dividends. The initial US$ 50 million share buyback programme is nearing completion, with US$ 42 million utilised to date. Given the continued attractiveness of buybacks at the prevailing discount to NAV, GCAP is extending its existing share buyback programme by an additional US$ 50 million, bringing its total size to US$ 100 million. The extended share buyback programme is expected to be executed over six to nine months (see page 17 for details).

Update on share buybacks. In 3Q26, GCAP repurchased and cancelled 840,604 shares for a total consideration of GEL 130.8 million (US$ 49.7 million). Since the demerger to date, GCAP has returned a total of US$ 348 million to shareholders through the repurchase of 17.6 million shares, representing 36.8% of the issued share capital at its peak.

Healthcare services business to expand its platform and strengthen its positioning for long-term growth. The healthcare services business plans to invest approximately GEL 53 million development capex over the next two to three years to expand its platform and drive further growth in high-demand private-pay specialty healthcare, outpatient services and expanding imaging capabilities. The business expects ROICs from this development capex to exceed 20% at run-rate level. GCAP will invest GEL 10 million into the healthcare business to support the investment programme, while the rest will be financed by the business. The healthcare services business benefits from the strong macroeconomic environment, which, combined with both organic and inorganic growth over the next three-to-five-year period, positions it well for a potential IPO on an international stock exchange.

NCC ratio continues to reflect a strong capital position. At -0.9% in 3Q26, the ratio remains well below GCAP's target level of 10%, underscoring the Group's disciplined capital allocation and strong financial position. During the quarter, the NCC ratio increased by 2.0 ppts q-o-q, attributable to new capital commitments, particularly the launch of the US$ 50 million share buyback and cancellation programme announced in August 2026 and a 14.1% q-o-q increase in portfolio value.

From a macroeconomic perspective, Georgia's economy maintained its strong growth momentum, with real GDP growth averaging 7.6% in 8M26, underpinned by robust domestic demand and sustained external inflows. Annual inflation stood at 5.6% in September, largely reflecting external supply-side pressures. Strong exports and remittances contributed to a historic low current account deficit of 2.5% of GDP in 1H26, while international reserves reached a record US$ 8.2 billion and public debt declined to 34% of GDP, its lowest level since 2014. The Georgian Lari appreciated by 3.8% against the US dollar year to date as of 27 October 2026. Reflecting stronger-than-expected economic activity, the IMF upgraded its 2026 GDP growth forecast for Georgia from 6.5% to 7.2%, highlighting the underlying strength and resilience of the Georgian economy.

Outlook. GCAP's outstanding portfolio performance, robust financial position with a substantially derisked balance sheet, and disciplined capital allocation demonstrate our ability to translate strategic priorities into sustainable long-term value creation for our shareholders. Looking ahead, I am confident that, supported by Georgia's favourable economic growth prospects, GCAP is well positioned to sustain NAV per share growth over the medium to long term. Our GEL 1 billion capital allocation programme further reinforces our commitment to this objective, balancing attractive investment opportunities in both Georgia and Armenia with continued shareholder returns as we continue to advance our long-term strategic priorities.

Irakli Gilauri, Chairman and CEO

DISCUSSION OF GROUP RESULTS

The discussion below analyses the Group's unaudited net asset value at 30-Sep-26 and its income for the third quarter and nine-month period then ended on an IFRS basis (see "Basis of Presentation" on page 18 below).

Net Asset Value (NAV) Statement

NAV statement summarises the Group's IFRS equity value (which we refer to as Net Asset Value or NAV in the NAV Statement below) at the opening and closing dates for the third quarter (30-Jun-26 and 30-Sep-26). The NAV Statement below breaks down NAV into its components and provides a roll forward of the related changes between the reporting periods. For the NAV Statement for the nine months of 2026 see page 17.

NAV STATEMENT 3Q26

GEL '000, unless otherwise noted	Jun-26	1. Value creation[9]	2a. Investment and Divestments	2b. Buyback	2c. Dividends	3. Operating expenses	4. Liquidity/ FX/Other	Sep-26	Change %
Listed portfolio
Lion Finance Group	2,537,486	656,609	-	-	(25,700)	-	-	3,168,395	24.9%
Total listed portfolio value	2,537,486	656,609	-	-	(25,700)	-	-	3,168,395	24.9%
Listed portfolio value change %		25.9%	0.0%	0.0%	-1.0%	0.0%	0.0%	24.9%
Private portfolio companies
Large portfolio companies	2,334,153	145,072	-	-	(23,057)	-	1,540	2,457,708	5.3%
Retail (pharmacy)	1,035,317	73,180	-	-	(14,908)	-	737	1,094,326	5.7%
Healthcare services	687,676	34,360	-	-	-	-	435	722,471	5.1%
Insurance	611,160	37,532	-	-	(8,149)	-	368	640,911	4.9%
Emerging and other companies	541,667	8,424	4,950	-	(3,733)	-	415	551,723	1.9%
Total private portfolio value	2,875,820	153,496	4,950	-	(26,790)	-	1,955	3,009,431	4.6%
Private portfolio value change %		5.3%	0.2%	0.0%	-0.9%	0.0%	0.1%	4.6%
Total portfolio value (1)	5,413,306	810,105	4,950	-	(52,490)	-	1,955	6,177,826	14.1%
Total portfolio value change %		15.0%	0.1%	0.0%	-1.0%	0.0%	0.0%	14.1%
Net cash (2)	383,943	-	(4,950)	(130,344)	52,490	(9,096)	(1,501)	290,542	-24.3%
of which, cash and liquid funds	499,844	-	(4,950)	(130,344)	70,744	(9,096)	(138,174)	288,024	-42.4%
of which, loans issued	2,425	-	-	-	-	-	93	2,518	3.8%
of which, accrued dividend income	18,254	-	-	-	(18,254)	-	-	-	NMF
of which, gross debt	(136,580)	-	-	-	-	-	136,580	-	NMF
Net other liabilities (3)	(3,546)	-	-	(428)	-	(4,341)	3,392	(4,923)	38.8%
of which, share-based comp.	-	-	-	-	-	(4,341)	4,341	-	NMF
Net asset value (1)+(2)+(3)	5,793,703	810,105	-	(130,772)	-	(13,437)	3,846	6,463,445	11.6%
NAV change %		14.0%	0.0%	-2.3%	0.0%	-0.2%	0.1%	11.6%
Shares outstanding9	33,084,612	-	-	(840,604)	-	-	250,000	32,494,008	-1.8%
Net asset value per share, GEL	175.12	24.48	-	1.09	-	(0.41)	(1.37)	198.91	13.6%
NAV per share, GEL change %		14.0%	0.0%	0.6%	0.0%	-0.2%	-0.8%	13.6%

NAV per share (GEL) was up 13.6% q-o-q in 3Q26, reflecting a GEL 810.1 million value creation across our portfolio companies with a positive 14.0 ppts impact and share buybacks (+0.6 ppts impact). The NAV per share (GEL) growth was slightly offset by management platform-related costs (-0.2 ppts impact).

Portfolio overview

Total portfolio value totalled GEL 6.2 billion in 3Q26, up by GEL 764.5 million (up 14.1%) q-o-q:

·      The value of the listed portfolio increased by GEL 630.9 million (up 24.9% q-o-q) in 3Q26, driven by the continued growth in Lion Finance Group's share price, resulting in GEL 656.6 million in value creation, partially offset by GEL 25.7 million dividends accrued.

·      The value of the private portfolio increased by GEL 133.6 million (up 4.6% q-o-q), mainly resulting from a) a GEL 153.5 million value creation; b) a decrease of GEL 26.8 million due to dividends paid to GCAP during the quarter; and c) investments of GEL 5.0 million in the emerging and other businesses.

Consequently, as of 30-Sep-26, the private portfolio value amounted to GEL 3.0 billion (48.7% of the total portfolio value), and the listed portfolio value totalled GEL 3.2 billion (51.3% of the total portfolio value).

1) Value creation

·      Value creation from the listed portfolio amounted to GEL 656.6 million in 3Q26, reflecting the net impact of a 26.8% q-o-q increase in Lion Finance Group's share price and a 1.4% appreciation of GEL against GBP in 3Q26.

·      Value creation across our private portfolio companies amounted to GEL 153.5 million in 3Q26, primarily driven by:

o  GEL 145.1 million value creation from our private large portfolio companies, which delivered substantial growth in aggregated revenues (up 18.5% y-o-y) and EBITDA (up 26.3% y-o-y) in 3Q26, translating into a GEL 141.4 million operating performance-related value creation, further supported by the positive impact of GEL 3.7 million from changes in implied valuation multiples and FX rates.

o  GEL 8.4 million value creation from our emerging and other businesses.

As a result, the total portfolio value creation amounted to GEL 810.1 million in 3Q26.

The table below summarises the value creation drivers in our businesses in 3Q26:

Portfolio Businesses	Operating Performance[10]	Multiple Change and FX[11]	Value Creation
GEL '000, unless otherwise noted	(1)	(2)	(1)+(2)
Listed portfolio			656,609
Lion Finance Group			656,609
Private portfolio	119,869	33,627	153,496
Large portfolio companies	141,416	3,656	145,072
Retail (pharmacy)	69,372	3,808	73,180
Healthcare services	35,831	(1,471)	34,360
Insurance	36,213	1,319	37,532
Emerging and other businesses	(21,547)	29,971	8,424
Total portfolio	119,869	33,627	810,105

Valuation overview^[12]

In 3Q26, our private portfolio companies were valued internally by incorporating the portfolio companies' 3Q26 results, in line with International Private Equity Valuation ("IPEV") guidelines and methodology deployed in 1H26 by an independent valuation firm, which conducts external valuation assessment of the retail (pharmacy), healthcare services, insurance, renewable energy and education businesses semi-annually. The independent valuation assessments, which serve as an input for Georgia Capital's estimate of fair value, are performed by applying an income approach (DCF), cross-checked with a market approach (listed peer multiples and, in some cases, precedent transactions). In line with our strategy, from time to time, we may receive offers from interested buyers for our private portfolio companies, which would be considered in the overall valuation assessment, where appropriate.

We perform quarterly sensitivity analyses on our valuations. In the light of prevailing market conditions, the 3Q26 assessment indicated that a 100-basis-point change in discount rates used in the income approach for valuing unquoted investments would result in a GEL c.283 million, or 9%, change in the fair value of private equity investments.

The enterprise value (EV) and equity value development of our businesses in 3Q26 are summarised in the following table:

	Enterprise Value (EV)			Equity Value
GEL '000, unless otherwise noted	30-Sep-26	30-Jun-26	Change %	30-Sep-26	30-Jun-26	Change %	% share in total portfolio
Listed portfolio				3,168,395	2,537,486	24.9%	51.3%
Lion Finance Group				3,168,395	2,537,486	24.9%	51.3%
Private portfolio	4,047,497	3,911,786	3.5%	3,009,431	2,875,820	4.6%	48.7%
Large portfolio companies	3,207,999	3,080,251	4.1%	2,457,708	2,334,153	5.3%	39.8%
Retail (pharmacy)	1,356,511	1,290,500	5.1%	1,094,326	1,035,317	5.7%	17.7%
Healthcare services	1,171,755	1,135,750	3.2%	722,471	687,676	5.1%	11.7%
Insurance	679,733	654,001	3.9%	640,911	611,160	4.9%	10.4%
Emerging and other businesses	839,498	831,535	1.0%	551,723	541,667	1.9%	8.9%
Total portfolio				6,177,826	5,413,306	14.1%	100.0%

Private large portfolio companies (39.8% of total portfolio value)

Retail (pharmacy) (17.7% of total portfolio value) - The EV of retail (pharmacy) increased by 5.1% to GEL 1.4 billion in 3Q26, resulting from the strong operating performance of the business. Retail revenues increased by 15.7% y-o-y in 3Q26, reflecting successful sales initiatives that drove an 8.7% y-o-y same-store revenue growth, a 10.1% y-o-y increase in average bill size and a 5.0% y-o-y increase in the number of bills issued. The performance was further boosted by the addition of 12 new pharmacy stores in 3Q26 and continued economic growth in Georgia. Wholesale revenues were up by 10.3% y-o-y in 3Q26, driven by a broader product offering across the business' distribution channels in Georgia, increased exports to Azerbaijan and newly awarded tenders in Armenia. Gross profit margin improved by 2.0 ppts y-o-y to 35.4% in 3Q26, further supported by the positive outcome of improved trading terms with key suppliers across all major categories and a sustained shift in the sales mix towards a higher-margin product portfolio. Operating expenses (excl. IFRS 16) were up 15.5% y-o-y in 3Q26, primarily driven by higher variable, performance-based compensation costs in line with revenue growth and increased general and administrative expenses attributable to the growth of the business. Consequently, the 3Q26 EBITDA (excl. IFRS 16) increased by 34.4% y-o-y to GEL 33.8 million. See page 11 for details. LTM EBITDA (incl. IFRS 16) was up 5.0% q-o-q to GEL 162.6 million in 3Q26. Net debt (incl. IFRS 16) increased by 2.8% q-o-q to GEL 254.2 million as at 30-Sep-26, reflecting GEL 14.9 million dividend paid to GCAP in 3Q26. As a result, the fair value of GCAP's 98.3% holding increased by 5.7% to GEL 1,094.3 million in 3Q26. The implied LTM EV/EBITDA valuation multiple (incl. IFRS 16) stood at 8.3x as of 30-Sep-26 (8.3x as of 30-Jun-26 and 8.1x as of 31-Dec-25).

Healthcare services (11.7% of total portfolio value) - Healthcare services EV increased by 3.2% to GEL 1.2 billion in 3Q26, driven by the strong underlying operating performance throughout the business. Total revenue increased by 15.9% y-o-y in 3Q26, reflecting a) increased demand for outpatient services at our large and specialty hospitals, b) expansion of service offerings and significant improvement in sales mix towards higher-margin services at our regional and community hospitals, further supported by the acquisition of Gormed LLC in December 2025, c) increased customer footprint at our clinics, following enhanced service offerings, expansion of its laboratory services and the addition of one polyclinic in Tbilisi, and d) increased revenue from the diagnostics business on the back of growth in the high-margin retail segment. Operating expenses (excl. IFRS 16) were up by 9.0% y-o-y in 3Q26, primarily driven by increased salary and general and administrative expenses in line with the business expansion. This translated into a 22.4% y-o-y EBITDA (excl. IFRS 16) growth in 3Q26. See page 13 for details. Consequently, LTM EBITDA (incl. IFRS 16) was up by 3.4% q-o-q to GEL 113.4 million in 3Q26. Net debt (incl. IFRS 16) remained largely flat, increasing by 0.2% q-o-q to GEL 408.8 million as at 30-Sep-26. As a result, the equity value of the healthcare services business was assessed at GEL 722.5 million in 3Q26. The implied LTM EV/EBITDA multiple (incl. IFRS 16) decreased to 10.3x at 30-Sep-26 from 10.4x at 30-Jun-26 (10.1x as of 31-Dec-25).

Insurance (10.4% of total portfolio value) - The insurance business combines: a) P&C insurance and b) medical insurance. P&C insurance revenues were up 11.9% y-o-y to GEL 53.3 million in 3Q26, driven by growth in the motor, property and credit life insurance lines. The revenue of the medical insurance business increased by 48.1% y-o-y and amounted to GEL 72.2 million in 3Q26, reflecting newly awarded tenders, organic growth in the corporate and retail portfolios and a double-digit percentage increase in insurance policy prices. The combined ratio for P&C insurance remained broadly flat, decreasing by 0.1 ppts y-o-y in 3Q26, mainly reflecting the net impact of a GEL 1.0 million loss from a single large property insurance claim and an improved expense ratio due to robust revenue growth during the quarter. The combined ratio for medical insurance increased by 1.3 ppts y-o-y in 3Q26, driven by an increased share of inherently high-loss-ratio state tenders in the portfolio, slightly offset by an improved expense ratio. As a result, the pre-tax profit of the combined insurance business increased by 21.0% y-o-y to GEL 19.4 million in 3Q26. See page 15 for details. LTM pre-tax income (adjusted for non-recurring items) increased by 5.0% q-o-q to GEL 65.2 million, and the equity value of GCAP's share in the business increased by 4.9% q-o-q to GEL 640.9 million in 3Q26. The implied LTM P/E valuation multiple stood at 9.9x as of 30-Sep-26 (9.9x as of 30-Jun-26 and 10.1x as of 31-Dec-25).

Emerging and other businesses (8.9% of total portfolio value) - Of the emerging and other private portfolio businesses, renewable energy, education, wine, and hospitality businesses are valued based on DCF. The auto service business is valued based on LTM EV/EBITDA. Following the disposal of an 80% stake in the beer and distribution business, its remaining value is assessed using the put option valuation, reflecting GCAP's clear exit path through a put and call structure at pre-agreed EBITDA multiples. Portfolio value of emerging and other businesses increased by 1.9% q-o-q to GEL 551.7 million. See performance highlights of these businesses on page 16.

Listed portfolio (51.3% of total portfolio value)

Lion Finance Group (51.3% of total portfolio value) - In 2Q26, Lion Finance Group delivered an annualised ROAE of 27.1% and recorded q-o-q loan book growth of 4.2% in Georgia and 12.3% in Armenia on a constant currency basis. During 3Q26, Lion Finance Group's share price increased by 26.8% q-o-q to GBP 143.70. In 3Q26, GCAP recognised GEL 19.5 million in interim dividends and GEL 6.2 million income in buyback dividends. GCAP's stake in Lion Finance Group remained unchanged q-o-q at 14.9% as of 30 September 2026. Consequently, the market value of GCAP's equity stake in Lion Finance Group stood at GEL 3.2 billion in 3Q26. The LTM P/E valuation multiple stood at 8.9x as of 30 September 2026 (7.1x as of 30 June 2026). Lion Finance Group's public announcement of its 3Q26 results, once published, will be available on Lion Finance Group's website.

2) Investments[13]

In 3Q26, GCAP invested GEL 5.0 million in the emerging and other portfolio companies, primarily in the education business.

3) Share buybacks

During 3Q26, 840,604 shares with a total cost of US$ 49.7 million (GEL 130.8 million) were bought back under GCAP's share buyback and cancellation programme. Since the end of 3Q26, additional 200,000 shares with the cost of US$ 11.5 million (GEL 30.1 million) have been repurchased under the ongoing share buyback programme as at 27 October 2026.

4) Dividends

In 3Q26, GCAP recorded GEL 52.5 million dividend income from its portfolio companies:

·      GEL 25.7 million was received from Lion Finance Group, out of which GEL 19.5 million represents the interim dividend for 2Q26, accrued and received in September 2026, and GEL 6.2 million buyback dividend for 3Q26.

·      GEL 14.9 million dividend was received from the retail (pharmacy) business.

·      GEL 8.1 million dividend was received from the insurance business (GEL 6.3 million from the P&C insurance and GEL 1.9 million from medical insurance).

·      GEL 2.0 million dividend was received from the auto service business.

·      A GEL 1.8 million dividend was received from Green School, one of the school brands within our education business, marking its first-ever regular dividend distribution.

9M26 NAV STATEMENT HIGHLIGHTS

GEL '000, unless otherwise noted	Dec-25	1. Value creation[14]	2a. Investment and Divestments	2b. Buyback	2c. Dividends	3. Operating expenses	4. Liquidity/ FX/Other	Sep-26	Change %
Listed portfolio value	2,489,286	1,111,583	(345,021)	-	(87,453)	-	-	3,168,395	27.3%
Listed portfolio value change %		44.7%	-13.9%	0.0%	-3.5%	0.0%	0.0%	27.3%
Total private portfolio companies	2,585,599	470,859	(1,707)	-	(51,329)	-	6,009	3,009,431	16.4%
of which, large portfolio companies	2,011,844	487,865	-	-	(46,623)	-	4,622	2,457,708	22.2%
of which, emerging and other companies	573,755	(17,006)	(1,707)	-	(4,706)	-	1,387	551,723	-3.8%
Private portfolio value change %		18.2%	-0.1%	0.0%	-2.0%	0.0%	0.2%	16.4%
Total portfolio value	5,074,885	1,582,442	(346,728)	-	(138,782)	-	6,009	6,177,826	21.7%
Total portfolio value change %		31.2%	-6.8%	0.0%	-2.7%	0.0%	0.1%	21.7%
Net cash	102,909	-	363,099	(274,737)	138,782	(27,012)	(12,499)	290,542	NMF
Net asset value	5,194,527	1,582,442	-	(275,817)	-	(40,875)	3,168	6,463,445	24.4%
NAV change %		30.5%	0.0%	-5.3%	0.0%	-0.8%	0.1%	24.4%
Shares outstanding14	33,582,800	-	-	(1,909,278)	-	-	820,486	32,494,008	-3.2%
Net asset value per share, GEL	154.68	47.12	-	3.02	-	(1.22)	(4.69)	198.91	28.6%
NAV per share, GEL change %		30.5%	0.0%	2.0%	0.0%	-0.8%	-3.0%	28.6%

NAV per share (GEL) was up 28.6% year to date in 9M26, mainly reflecting GEL 1.6 billion value creation across our portfolio companies with a positive 30.5 ppts impact and share buybacks (+2.0 ppts impact). The NAV per share (GEL) growth was slightly offset by management platform-related costs and net interest expense (-0.8 ppts impact in total) and currency fluctuations (-0.2 ppts).

Portfolio overview

The portfolio value increased by GEL 1.1 billion (up 21.7%) in 9M26:

·      The value of the listed portfolio increased by GEL 679.1 million (up 27.3%), reflecting the net impact of: a) the strong performance of Lion Finance Group's share price, resulting in GEL 1.1 billion value creation; b) a GEL 345.0 million value reduction attributable to the decrease in GCAP's shareholding in Lion Finance Group, in line with the PFIC risk management strategy outlined in the 2Q25 results announcement; and c) a decrease of GEL 87.5 million due to dividends received.

·      The value of the private portfolio increased by GEL 423.8 million (up 16.4%), mainly resulting from the net impact of a) GEL 470.9 million value creation, b) a decrease of GEL 51.3 million due to dividends paid to GCAP, and c) the net effect of investments of GEL 7.7 million in emerging and other businesses and divestment of GEL 9.4 million attributable to the disposal of the housing development business in June 2026.

Value creation

Total portfolio value creation amounted to GEL 1.6 billion in 9M26.

·      A 54.5% increase in Lion Finance Group's share price, slightly offset by a 5.7% appreciation of GEL against GBP in 9M26, led to a GEL 1.1 billion value creation.

·      Value creation across our private portfolio companies amounted to GEL 470.9 million in 9M26, reflecting:

o  GEL 396.2 million operating performance-related increase in the value of our private assets.

o  GEL 74.7 million increase from changes in implied valuation multiples and FX rates.

The table below summarises the value creation drivers in our businesses in 9M26:

Portfolio Businesses	Operating Performance[15]	Multiple Change and FX[16]	Value Creation
GEL '000, unless otherwise noted	(1)	(2)	(1)+(2)
Listed portfolio			1,111,583
Lion Finance Group			1,111,583
Private portfolio	396,183	74,676	470,859
Large portfolio companies	419,272	68,593	487,865
Retail (pharmacy)	197,115	52,089	249,204
Healthcare services	87,614	19,747	107,361
Insurance	134,543	(3,243)	131,300
Emerging and other businesses	(23,089)	6,083	(17,006)
Total portfolio	396,183	74,676	1,582,442

The enterprise value (EV) and equity value development of our businesses in 9M26 are summarised in the following table:

	Enterprise Value (EV)			Equity Value
GEL '000, unless otherwise noted	30-Sep-26	31-Dec-25	Change %	30-Sep-26	31-Dec-25	Change %	% share in total portfolio
Listed portfolio				3,168,395	2,489,286	27.3%	51.3%
Lion Finance Group				3,168,395	2,489,286	27.3%	51.3%
Private portfolio	4,047,497	3,763,924	7.5%	3,009,431	2,585,599	16.4%	48.7%
Large portfolio companies	3,207,999	2,763,830	16.1%	2,457,708	2,011,844	22.2%	39.8%
Retail (pharmacy)	1,356,511	1,158,000	17.1%	1,094,326	869,744	25.8%	17.7%
Healthcare services	1,171,755	1,036,330	13.1%	722,471	613,803	17.7%	11.7%
Insurance	679,733	569,500	19.4%	640,911	528,297	21.3%	10.4%
Emerging and other businesses	839,498	1,000,094	-16.1%	551,723	573,755	-3.8%	8.9%
Total portfolio				6,177,826	5,074,885	21.7%	100.0%

2) Investments^[17]

In 9M26, GCAP invested GEL 7.7 million in the emerging and other portfolio companies, primarily in the education business.

3) Share buybacks

During 9M26, 1,909,278 shares were bought back for a total consideration of GEL 275.8 million.

·      1,791,637 shares with a total value of US$ 97.3 million (GEL 259.1 million) were bought back under GCAP's share buyback and cancellation programme.

·      117,641 shares (GEL 16.7 million in value) represent the tax-related statutory buyback for the management trust.

4) Dividends

In 9M26, GCAP recorded GEL 138.8 million dividend income from its portfolio companies:

·      GEL 87.5 million was recorded from Lion Finance Group, of which GEL 29.9 million was attributable to participation in Lion Finance Group's buyback programme.

·      GEL 26.8 million was received from the retail (pharmacy) business.

·      GEL 19.8 million dividend was received from the insurance business, of which GEL 17.9 million was received from the P&C insurance and GEL 1.9 million from medical insurance.

·      GEL 2.9 million dividend was received from the auto service business.

·      GEL 1.8 million dividend was received from the education business.

Net Capital Commitment (NCC) overview

Below we describe the components of Net Capital Commitment (NCC) as of 30 September 2026, 30 June 2026 and 31 December 2025. NCC represents an aggregated view of all confirmed, agreed and expected capital outflows (including a buffer for contingencies) at both Georgia Capital PLC and JSC Georgia Capital levels.

Components of NCC GEL '000, unless otherwise noted	30-Sep-26	30-Jun-26	Change	31-Dec-25	Change
Total cash and liquid funds	288,024	499,844	-42.4%	219,565	31.2%
Loans issued	2,518	2,425	3.8%	2,236	12.6%
Accrued dividend income	-	18,254	NMF	20,236	NMF
Gross debt	-	(136,580)	NMF	(139,128)	NMF
Net cash (1)	290,542	383,943	-24.3%	102,909	NMF
Guarantees issued (2)	-	-	NMF	-	NMF
Net cash and guarantees issued (3)=(1)+(2)	290,542	383,943	-24.3%	102,909	NMF
Planned investments (4)	(116,266)	(111,102)	4.6%	(95,195)	22.1%
of which, planned investments in renewable energy	(61,554)	(63,487)	-3.0%	(58,076)	6.0%
of which, planned investments in education	(44,712)	(47,615)	-6.1%	(37,119)	20.5%
of which, planned investments in healthcare services	(10,000)	-	NMF	-	NMF
Announced buybacks (5)	(51,396)	(49,858)	3.1%	(15,362)	NMF
Contingency/liquidity buffer (6)	(65,128)	(66,133)	-1.5%	(107,804)	-39.6%
Total planned investments, announced buybacks and contingency/liquidity buffer (7)=(4)+(5)+(6)	(232,790)	(227,093)	2.5%	(218,361)	6.6%
Net capital commitment (3)+(7)	57,752	156,850	-63.2%	(115,452)	NMF
Portfolio value	6,177,826	5,413,306	14.1%	5,074,885	21.7%
NCC ratio	-0.9%	-2.9%	2.0 ppts	2.3%	-3.2 ppts

Cash and liquid funds. Total cash and liquid funds' balance decreased by GEL 211.8 million q-o-q to GEL 288.0 million in 3Q26, primarily driven by share buybacks of GEL 130.8 million and the early repayment of the US$ 50 million sustainability-linked bonds during the quarter (GEL 132.9 million), partially offset by dividend inflows.

Loans issued. Issued loans' balance primarily refers to loans issued to our private portfolio companies and are lent at market terms. The balance was up by 3.8% q-o-q in 3Q26, reflecting the interest accrual on the loans issued to our auto service business.

Accrued dividend income. The balances for 31-Dec-25 and 30-Jun-26 represent interim dividends accrued from Lion Finance Group that were subsequently received in the following reporting period. As of 30 September 2026, the balance amounted to nil, as the 2Q26 interim dividend from Lion Finance Group was accrued and received in September 2026, resulting in the full settlement of the accrued dividend income balance for the quarter.

Gross debt. As of 30 September 2026, the gross debt balance decreased to nil, following the early redemption of GCAP's US$ 50 million sustainability-linked bonds in August 2026, thereby completing the full repayment of its outstanding holding company debt.

Planned investments. Planned investments' balance represents expected investments in renewable energy and education businesses over the next two to three years. Additionally, the Group committed an investment of GEL 10 million into the healthcare business, to support its organic expansion in private-pay specialty healthcare, outpatient services and expanding imaging capabilities. The balance in US$ terms amounted to US$ 44.6 million as at 30-Sep-26.

Announced buybacks. The balance of the announced buybacks as of 30-Sep-26 reflects the unutilised share buybacks under GCAP's ongoing US$ 50 million share buyback and cancellation programme, launched in August 2026 under the GEL 1 billion capital allocation initiative. It does not include the increase of US$ 50 million to the programme announced today.

Contingency/liquidity buffer. The balance reflects the provision for cash and liquid assets in the amount of US$ 25 million, for contingency/liquidity purposes. The balance remains unchanged in US$ terms as at 30-Sep-26.

As a result of the movements outlined above, the NCC ratio increased by 2.0 ppts q-o-q to -0.9% as of 30 September 2026 (3.2 ppts improvement in 9M26).

INCOME STATEMENT (ADJUSTED IFRS/APM)

Net income under IFRS was GEL 800.5 million in 3Q26 (GEL 287.4 million net income in 3Q25) and GEL 1,536.6 million in 9M26 (GEL 1,279.0 million net income in 9M25). The IFRS income statement is prepared on the Georgia Capital PLC level and the results of all operations of the Georgian holding company JSC Georgia Capital are presented as one line item. As we conduct almost all of our operations through JSC Georgia Capital, through which we hold all of our portfolio companies, the IFRS results provide little transparency on the underlying trends. Accordingly, to enable a more granular analysis of those trends, the following adjusted income statement presents the Group's results of operations for the period ending September 30 as an aggregation of (i) the results of GCAP (the two holding companies Georgia Capital PLC and JSC Georgia Capital, taken together) and (ii) the fair value change in the value of portfolio companies during the reporting period. For details on the methodology underlying the preparation of the adjusted income statement, please refer to page 88 in Georgia Capital PLC's 2025 Annual Report.

INCOME STATEMENT (Adjusted IFRS/APM)[18]

GEL '000, unless otherwise noted	3Q26		3Q25		3Q25 adjusted		Change adjusted		9M26		9M25		9M25 adjusted	Change adjusted
Dividend income	52,490	110,138		43,075		21.9%		138,782		167,843		144,239		-3.8%
of which, regular dividend	46,333	110,138		43,075		7.6%		108,902		134,927		111,323		-2.2%
of which, buyback dividend	6,157	-		-		NMF		29,880		32,916		32,916		-9.2%
Interest income	3,909	3,551		3,551		10.1%		9,165		8,188		8,188		11.9%
Realised/unrealised (loss)/gain on liquid funds	(935)	126		126		NMF		(850)		199		199		NMF
Interest expense	(3,539)	(15,593)		(15,593)		-77.3%		(9,451)		(33,619)		(33,619)		-71.9%
Gross operating income	51,925	98,222		31,159		66.6%		137,646		142,611		119,007		15.7%
Operating expenses	(13,437)	(9,048)		-9,048		48.5%		(40,876)		(28,027)		(28,027)		45.8%
GCAP net operating income	38,488	89,174		22,111		74.1%		96,770		114,584		90,980		6.4%
Fair value changes of portfolio companies
Listed portfolio	630,909	116,445		116,445		NMF		1,024,130		921,979		921,979		11.1%
of which, Lion Finance Group	630,909	116,445		116,445		NMF		1,024,130		918,235		918,235		11.5%
of which, water utility	-	-		-		NMF		-		3,744		3,744		NMF
Private portfolio companies	126,706	121,352		121,352		4.4%		419,530		272,472		272,472		54.0%
Large portfolio companies	122,015	114,409		114,409		6.6%		441,242		317,719		317,719		38.9%
of which, retail (pharmacy)	58,272	40,890		40,890		42.5%		222,370		139,215		139,215		59.7%
of which, healthcare services	34,360	39,481		39,481		-13.0%		107,361		108,949		108,949		-1.5%
of which, insurance	29,383	34,038		34,038		-13.7%		111,511		69,555		69,555		60.3%
Emerging and other businesses	4,691	6,943		6,943		-32.4%		(21,712)		(45,247)		(45,247)		-52.0%
Total investment return	757,615	237,797		237,797		NMF		1,443,660		1,194,451		1,194,451		20.9%
Income before foreign exchange rate movements and non-recurring expenses	796,103	326,971		259,908		NMF		1,540,430		1,309,035		1,285,431		19.8%
Net foreign currency (loss)/gain	(1,397)	616		616		NMF		(10,075)		12,047		12,047		NMF
Non-recurring expenses	(487)	(44,770)		-44,770		-98.9%		(15,493)		(49,519)		(49,519)		-68.7%
Net income	794,219	282,817		215,754		NMF		1,514,862		1,271,563		1,247,959		21.4%

The y-o-y decrease in dividend income primarily reflects differences in the timing of dividend receipts from Lion Finance Group following the Bank's transition to quarterly dividend payments in 2025, rather than an underlying decline in dividend income. For comparability, the adjusted 3Q25 and 9M25 figures exclude GEL 67.1 million and GEL 23.6 million in regular dividends received from LFG, respectively, to account for the timing differences.

On an adjusted basis, gross operating income increased by 66.6% y-o-y to GEL 51.9 million in 3Q26, primarily driven by higher dividend income and lower interest expense following the redemption of US$ 100 million in sustainability-linked bonds in September 2025 and the remaining US$ 50 million in August 2026. On an adjusted basis, in 9M26, gross operating income increased by 15.7% y-o-y to GEL 137.6 million.

The components of GCAP's operating expenses are shown in the table below:

GCAP Operating Expenses Components

GEL '000, unless otherwise noted	3Q26	3Q25	Change	9M26	9M25	Change
Administrative expenses[19]	(3,467)	(2,923)	18.6%	(10,634)	(8,927)	19.1%
Management expenses - cash-based[20]	(5,629)	(2,669)	NMF	(16,379)	(8,004)	NMF
Management expenses - share-based[21]	(4,341)	(3,456)	25.6%	(13,863)	(11,096)	24.9%
Total operating expenses	(13,437)	(9,048)	48.5%	(40,876)	(28,027)	45.8%
of which, fund type expense[22]	(2,650)	(2,412)	9.9%	(8,013)	(6,921)	15.8%
of which, management fee type expenses[23]	(10,787)	(6,636)	62.6%	(32,863)	(21,106)	55.7%

GCAP management fee expenses have a self-targeted cap of 0.75% of Georgia Capital's NAV. The LTM management fee expense ratio stood at 0.77% as of 30-Sep-26 (0.79% as of 30-Jun-26). The y-o-y increase in cash-based management expenses in the quarter reflects the impact of the renewal of the Chairman and CEO's contract. The y-o-y increase in share-based management expenses in the quarter reflects the impact of the higher share price on discretionary awards, as discretionary share bonuses are measured at the share price as of the Remuneration Committee meeting date (usually held towards the end of the calendar year). The share price used to determine the expense recognised for awards in 2026 was 1.6x higher than the corresponding share price for the same period last year.

Total investment return represents the increase (decrease) in the fair value of our portfolio. Total investment return was GEL 757.6 million in 3Q26 (GEL 1.4 billion in 9M26), reflecting the valuation gains of our portfolio. We discuss valuation drivers for our businesses on pages 5-6. The performance of each of our private large portfolio companies is discussed on pages 11-17.

As a result of the movements described above, GCAP's adjusted IFRS net income amounted to GEL 794.2 million in 3Q26 (GEL 1,514.9 million in 9M26).

DISCUSSION OF PORTFOLIO COMPANIES' RESULTS (STAND-ALONE IFRS)

The following sections present the IFRS results and business development extracted from the individual portfolio companies IFRS accounts, where the 3Q26, 9M26, 3Q25 and 9M25 portfolio company's accounts and respective IFRS numbers are unaudited. We present key IFRS financial highlights, operating metrics and ratios along with commentary explaining the developments behind the numbers. For the majority of our portfolio companies, the fair value of our equity investments is determined using an income approach (DCF), cross-checked with a market approach (listed peer multiples and precedent transactions). Under the discounted cash flow (DCF) valuation method, fair value is estimated by deriving the present value of the business using reasonable assumptions of expected future cash flows and the terminal value, and the appropriate risk-adjusted discount rate that quantifies the risk inherent to the business. Under the market approach, listed peer group earnings multiples are applied to the trailing twelve months (LTM) stand-alone IFRS earnings of the relevant business. As the income approach is the valuation driver, the stand-alone IFRS results and developments driving the IFRS earnings of our portfolio companies are key inputs to their valuations within GCAP's financial statements. See "Basis of Presentation" on page 18 for more background.

Discussion of retail (pharmacy) business results

The retail (pharmacy) business, where GCAP owns a 98.3% equity interest, is the largest pharmaceuticals retailer and wholesaler in Georgia, with a 33.7% market share in the organised retail market based on 2024 revenues. The business consists of a retail pharmacy chain operating under two brands (GPC and Pharmadepot) and a wholesale business supplying pharmaceuticals, medical supplies and a broad range of non-medication products to pharmacy chains and hospitals. The business operates a total of 476 pharmacies (of which, 454 are in Georgia and 22 in Armenia) and 21 franchise stores (of which, 12 are in Georgia, four in Armenia and five in Azerbaijan).

3Q26 and 9M26 performance (GEL '000), retail (pharmacy)^[24]

	INCOME STATEMENT HIGHLIGHTS		3Q26	3Q25		Change		9M26		9M25		Change
	Revenue, net		266,205	231,812		14.8%		766,250		681,443		12.4%
	of which, retail		226,129	195,483		15.7%		647,956		575,042		12.7%
	of which, wholesale		40,076	36,329		10.3%		118,294		106,401		11.2%
	Gross Profit		94,154	77,401		21.6%		264,394		223,603		18.2%
	Gross profit margin		35.4%	33.4%		2.0 ppts		34.5%		32.8%		1.7 ppts
	Operating expenses (excl. IFRS 16)		(60,327)	(52,237)		15.5%		(171,648)		(149,913)		14.5%
	EBITDA (excl. IFRS 16)		33,827	25,164		34.4%		92,746		73,690		25.9%
	EBITDA margin, (excl. IFRS 16)		12.7%	10.9%		1.8 ppts		12.1%		10.8%		1.3 ppts
	Net profit (excl. IFRS 16)		28,717	18,023		59.3%		78,961		48,995		61.2%
	CASH FLOW HIGHLIGHTS
	Cash flow from operating activities (excl. IFRS 16)		21,141	25,350		-16.6%		80,603		68,684		17.4%
	EBITDA to cash conversion		62.5%	100.7%		-38.2 ppts		86.9%		93.2%		-6.3 ppts
	Cash flow used in investing activities[25]		(11,183)	(3,792)		NMF		(19,490)		(13,835)		40.9%
	Free cash flow (excl. IFRS 16)[26]		9,871	21,468		-54.0%		60,794		54,449		11.7%
	Cash flow used in financing activities (excl. IFRS 16)		(30,733)	(1,132)		NMF		(84,939)		(21,676)		NMF
	BALANCE SHEET HIGHLIGHTS		30-Sep-26	30-Jun-26		Change		31-Dec-25		Change
	Total assets		659,562	666,361		-1.0%		651,222		1.3%
	of which, cash and bank deposits		12,915	33,922		-61.9%		37,177		-65.3%
	Total liabilities		485,035	507,254		-4.4%		530,773		-8.6%
	of which, borrowings		107,951	120,906		-10.7%		157,394		-31.4%
	of which, lease liabilities		154,148	155,200		-0.7%		155,539		-0.9%
	Total equity		174,527	159,107		9.7%		120,449		44.9%

INCOME STATEMENT HIGHLIGHTS

Ø The growth in the business' total revenue in 3Q26 and 9M26 reflects a combination of various growth factors:

§  Retail revenue increased by 15.7% y-o-y in 3Q26 (up 12.7% y-o-y in 9M26), driven by: a) robust same-store revenue growth of 8.7% y-o-y in 3Q26 (7.3% y-o-y in 9M26); b) a 10.1% y-o-y increase in average bill size in 3Q26 (up 10.2% y-o-y in 9M26); c) a 5.0% y-o-y increase in number of bills issued during the quarter (up 2.3% y-o-y in 9M26); and d) the strong ramp-up of newly launched pharmacy stores, with 38 new stores added in the last 12 months. Favourable macroeconomic conditions and sustained economic growth in Georgia also supported performance.

§  Wholesale revenue increased by 10.3% y-o-y in 3Q26 (up 11.2% y-o-y in 9M26). The growth was primarily driven by a broader product offering across the business' distribution channels in Georgia, increased exports to Azerbaijan and newly awarded tenders in Armenia.

Ø The business continued to expand its presence in Armenia, delivering strong growth across both retail and wholesale channels. Total revenue in Armenia increased by 42.1% y-o-y to GEL 10.3 million in 3Q26 and by 34.8% y-o-y to GEL 26.3 million in 9M26. Growth was driven by continued network expansion and the strengthening of its retail brand, alongside a broader wholesale product offering and higher revenue from state tenders.

Ø The gross profit margin improvement in 3Q26 and 9M26 was underpinned by improved trading terms with key suppliers across all major categories, as well as a sustained shift in the sales mix towards a higher-margin product portfolio.

Ø Operating expenses (excl. IFRS 16) were up 15.5% and 14.5% y-o-y in 3Q26 and 9M26, respectively, primarily driven by: a) higher salary costs (up 16.7% and 17.1% y-o-y in 3Q26 and 9M26), reflecting higher variable, performance-based, compensation in line with revenue growth and the expansion of the store network; b) higher general and administrative expenses (up 17.2% and 13.0% y-o-y in 3Q26 and 9M26), reflecting the growth of the business.

Ø As a result, the business achieved y-o-y EBITDA (excl. IFRS 16) growth of 34.4% in 3Q26 (up 25.9% y-o-y in 9M26), with EBITDA margin expanding by 1.8 ppts to 12.7% in 3Q26 (up 1.3 ppts y-o-y to 12.1% in 9M26).

Ø Net interest expense (excl. IFRS 16) decreased by 27.1% y-o-y to GEL 3.0 million in 3Q26 (down 19.3% y-o-y to GEL 9.4 million in 9M26), reflecting a lower average net debt balance, as well as the favourable impact of GEL appreciation on foreign currency-denominated borrowings.

Ø The developments described above translated into a 59.3% y-o-y increase in net profit (excl. IFRS 16) to GEL 28.7 million in 3Q26 (up 61.2% y-o-y to GEL 79.0 million in 9M26).

CASH FLOW AND BALANCE SHEET HIGHLIGHTS

Ø Net debt amounted to GEL 95.0 million as at 30 September 2026, up 9.3% q-o-q, primarily attributable to the GEL 14.9 million dividend paid to GCAP in 3Q26 (GEL 26.8 million in 9M26). Compared with 31 December 2025, net debt decreased by 20.9%, reflecting strong cash flow generation during the year. As a result, the net debt to EBITDA[27] leverage ratio stood at 0.8x as of 30 September 2026 (0.8x as of 30-Jun-26 and 1.3x as of 31-Dec-25).

Ø The EBITDA to cash conversion ratio decreased by 38.2 ppts y-o-y to 62.5% in 3Q26 (down 6.3 ppts y-o-y to 86.9% in 9M26), reflecting investment in new product launches and higher working capital requirements ahead of the year-end shopping season.

OTHER VALUATION DRIVERS AND OPERATING HIGHLIGHTS

Ø In 3Q26, the business acquired a distributor of premium baby care brands for GEL 6.0 million, strengthening its position in the mother and baby category and further expanding its wholesale business.

Ø In August 2026, the state further expanded the list of medicines subject to price regulation under the External Reference Pricing model. The annualised impact is estimated at negative GEL 6.0 million on revenues, which is expected to be more than offset through the organic growth of the business.

Ø In 3Q26, the retail pharmacy chain expanded by 12 pharmacies, with openings focused on strategically selected locations. The new stores were developed using cost-efficient formats, requiring limited capital investments.

The number of pharmacies and franchise stores is provided below:

	Sep-26	Jun-26	Change (q-o-q)	Sep-25	Change (y-o-y)
Number of pharmacies	476	464	12	438	38
of which, Georgia	454	444	10	422	32
of which, Armenia	22	20	2	16	6
Number of franchise stores	21	19	2	20	1
of which, Georgia	12	11	1	12	-
of which, Armenia	4	3	1	3	1
of which, Azerbaijan	5	5	-	5	-

Ø Retail (pharmacy)'s key operating performance highlights for 3Q26 and 9M26 are noted below:

Key metrics	3Q26	3Q25	Change	9M26	9M25	Change
Same-store revenue growth	8.7%	7.0%	1.7 ppts	7.3%	5.9%	1.4 ppts
Number of bills issued (mln)	8.8	8.4	5.0%	26.0	25.5	2.3%
Average bill size (GEL)	25.7	23.3	10.1%	24.9	22.6	10.2%

Discussion of healthcare services business results

The healthcare services business, where GCAP owns 100% equity, is the largest healthcare market participant in Georgia, comprising three segments: 1) hospitals (seven large and specialty hospitals - providing secondary and tertiary level healthcare services across Georgia and 28 regional and community hospitals - providing outpatient and basic inpatient services), 2) clinics (17 polyclinics - providing outpatient diagnostic and treatment services), and 3) diagnostics (operating the largest laboratory in the entire Caucasus region "Megalab").

3Q26 and 9M26 performance (GEL '000), healthcare services^[28]

INCOME STATEMENT HIGHLIGHTS	3Q26	3Q25	Change	9M26	9M25	Change
Revenue, net[29]	131,930	113,814	15.9%	402,748	347,402	15.9%
Gross Profit	52,086	45,196	15.2%	159,246	137,594	15.7%
Gross profit margin	39.1%	39.2%	-0.1 ppts	39.2%	39.2%	NMF
Operating expenses (excl. IFRS 16)	(26,211)	(24,057)	9.0%	(76,791)	(69,443)	10.6%
EBITDA (excl. IFRS 16)	25,875	21,139	22.4%	82,455	68,151	21.0%
EBITDA margin (excl. IFRS 16)	19.4%	18.4%	1.0 ppts	20.3%	19.4%	0.9 ppts
Net loss (excl. IFRS 16)	(330)	(5,469)	-94.0%	(11,990)	(3,888)	NMF
CASH FLOW HIGHLIGHTS
Cash flow from operating activities (excl. IFRS 16)	24,655	11,463	NMF	59,928	42,961	39.5%
EBITDA to cash conversion (excl. IFRS 16)	95.3%	54.2%	41.1 ppts	72.7%	63.0%	9.7 ppts
Cash flow used in investing activities[30]	(10,026)	(15,911)	-37.0%	(31,851)	(43,881)	-27.4%
Free cash flow (excl. IFRS 16)[31]	13,927	(4,262)	NMF	26,397	(2,194)	NMF
Cash flow (used in)/from financing activities (excl. IFRS 16)	(27,537)	2,678	NMF	(48,672)	2,280	NMF
BALANCE SHEET HIGHLIGHTS	30-Sep-26	30-Jun-26	Change	31-Dec-25	Change
Total assets	925,341	939,361	-1.5%	946,386	-2.2%
of which, cash balance and bank deposits	38,112	51,131	-25.5%	59,081	-35.5%
Total liabilities	562,905	573,305	-1.8%	564,781	-0.3%
of which, borrowings	404,388	414,909	-2.5%	402,029	0.6%
Total equity	362,436	366,056	-1.0%	381,605	-5.0%

INCOME STATEMENT HIGHLIGHTS

Ø The hospitals and clinics and diagnostics businesses account for 80% and 20%, respectively, of the consolidated revenue of the healthcare services business. The business continued to make progress in optimising its revenue mix, with the share of state-derived revenue declining by 3.3 ppts y-o-y to 49.6% in 3Q26 and by 2.0 ppts y-o-y to 50.7% in 9M26.

Total revenue breakdown[32]	3Q26	3Q25	Change	9M26	9M25	Change
Total revenue, net	131,930	113,814	15.9%	402,748	347,402	15.9%
of which, large and specialty hospitals	71,374	63,335	12.7%	216,196	191,389	13.0%
of which, regional and community hospitals	37,707	31,240	20.7%	115,838	94,919	22.0%
of which, clinics	19,252	16,615	15.9%	60,675	53,322	13.8%
of which, diagnostics	8,293	6,638	24.9%	24,833	20,381	21.8%

Ø The 15.9% y-o-y increase in total revenue in 3Q26 (up 15.9% y-o-y in 9M26) was driven by a combination of the following factors:

§  Large and specialty hospitals delivered 12.7% y-o-y revenue growth in 3Q26 (up 13.0% y-o-y in 9M26), primarily driven by higher demand for outpatient services following the renovation and expansion of outpatient departments in 2026. As a result, the share of outpatient revenue in this group of hospitals rose by 3.7 ppts y-o-y to 40.5% in 3Q26 (up 2.3 ppts y-o-y to 38.8% in 9M26). Revenue growth was further supported by the continued onboarding of reputable doctors with established patient bases, an initiative launched in 2025 and sustained throughout 2026, contributing to a 15.7% y-o-y increase in admissions in 3Q26 (up 12.1% y-o-y in 9M26).

§  Regional and community hospitals' revenue increased by 20.7% y-o-y in 3Q26 (up 22.0% y-o-y in 9M26), driven by the expansion of service offerings in underserved regions of Georgia and a favourable shift in the sales mix towards higher-margin services. The acquisition of Gormed LLC in December 2025 further contributed to revenue growth, adding GEL 3.7 million to y-o-y revenue in 3Q26 (GEL 12.3 million in 9M26).

§  Clinics delivered a 15.9% y-o-y revenue growth in 3Q26 (up 13.8% y-o-y in 9M26), primarily driven by an increased customer footprint, with admissions increasing by 10.9% y-o-y in 3Q26 (up 4.3% y-o-y in 9M26). Growth was supported by ongoing service enhancements and the expansion of the laboratory services network, which now comprises seven laboratory points in Tbilisi. The opening of a new polyclinic in Tbilisi further contributed to revenue growth during the quarter.

§  Diagnostics revenue growth was primarily driven by stronger demand in the retail segment, with retail revenue increasing by 86.4% y-o-y to GEL 2.1 million in 3Q26 (up 74.6% y-o-y to GEL 5.9 million in 9M26). In addition, the laboratory business expanded its network by opening eight new laboratory points in 2026, extending its service coverage and providing an additional platform for future revenue growth.

Ø The gross profit margin remained largely flat, down by 0.1 ppts y-o-y to 39.1% in 3Q26 (unchanged at 39.2% in 9M26). In addition to the revenue developments outlined above, margin performance reflects the following trends in direct salary and materials rates and utility costs:

§  The direct salary rate remained flat y-o-y at 39.3% in 3Q26, while increasing by 0.3 ppts y-o-y in 9M26 to 38.9%. The 9M26 increase reflects the continued shift of the business towards outpatient services.

§  The materials rate rose by 0.2 ppts y-o-y to 15.2% in 3Q26, mainly due to obsolete inventory write-offs. In 9M26, however, these write-offs were offset by the growing share of outpatient services, which typically require fewer medical materials than inpatient treatments. As a result, the 9M26 materials rate remained flat y-o-y at 15.6%.

§  Utilities and other expenses increased by 19.8% y-o-y in 3Q26 (up 14.3% y-o-y in 9M26), primarily reflecting higher electricity tariffs across Georgia effective from April 2026, as well as higher facility maintenance and utility costs following the completion of renovation works in certain departments and the overall expansion of the business.

Ø Operating expenses (excl. IFRS 16) increased by 9.0% y-o-y in 3Q26 (up 10.6% y-o-y in 9M26), primarily driven by higher salary and general and administrative expenses in line with the business expansion.

Ø The developments described above translated into a 22.4% and 21.0% y-o-y increase in EBITDA (excl. IFRS 16) in 3Q26 and 9M26, respectively.

Total EBITDA (excl. IFRS 16) breakdown[33]	3Q26	3Q25	Change	9M26	9M25	Change
Total EBITDA	25,875	21,139	22.4%	82,455	68,151	21.0%
of which, large and specialty hospitals	14,490	12,326	17.6%	44,639	37,946	17.6%
of which, regional and community hospitals	6,188	4,597	34.6%	19,152	15,658	22.3%
of which, clinics	3,552	3,006	18.2%	13,631	10,857	25.6%
of which, diagnostics	1,642	1,212	35.5%	5,033	3,934	27.9%

Ø Net interest expense (excl. IFRS 16) decreased by 1.9% y-o-y in 3Q26 (up 6.1% y-o-y in 9M26). Adjusted for one-off costs associated with the bond issuance in 3Q25, net interest expense (excl. IFRS 16) increased by 8.9% in 3Q26 y-o-y and 10.1% y-o-y in 9M26, mainly due to a higher net debt balance and a 0.25 ppts increase in the National Bank of Georgia (NBG) refinancing rate in May 2026.

CASH FLOW AND BALANCE SHEET HIGHLIGHTS

Ø Capex amounted to GEL 18.8 million in 3Q26 and GEL 43.5 million in 9M26, comprising: a) development capex of GEL 13.2 million in 3Q26 and GEL 25.2 million in 9M26, directed towards expanding service offerings and upgrading medical equipment. Notably, 3Q26 development capex included GEL 5.4 million for the acquisition of two new MRI machines, which will contribute to increased outpatient capacity at large and specialty hospitals; and b) maintenance capex of GEL 5.6 million in 3Q26 and GEL 18.3 million in 9M26.

Ø The EBITDA-to-cash conversion ratio increased by 41.1 ppts y-o-y to 95.3% in 3Q26 (up 9.7 ppts y-o-y to 72.7% in 9M26). The significant improvement in the quarter reflects the state's settlement of previously delayed payments, with the remaining outstanding balances expected to be cleared by the end of the year.

Ø The net debt to EBITDA (excl. IFRS 16) leverage ratio stood at 3.4x as at 30 September 2026 (3.5x as at 30-Jun-26 and 3.7x as at 31-Dec-25), despite part of the delayed state payments discussed above remaining outstanding at period-end.

OTHER VALUATION DRIVERS AND OPERATING HIGHLIGHTS

Ø The business' key operating performance highlights for 3Q26 and 9M26 are noted below:

Key metrics	3Q26	3Q25	Change	9M26	9M25	Change
Hospitals
Number of admissions (thousands):	472.8	394.5	19.8%	1,371.4	1,189.3	15.3%
of which, large and specialty hospitals	216.7	187.3	15.7%	633.7	565.5	12.1%
of which, regional and community hospitals	256.1	207.2	23.6%	737.7	623.8	18.3%
Occupancy rates:
of which, large and specialty hospitals	69.6%	70.4%	-0.9 ppts	73.6%	74.6%	-1.0 ppts
of which, regional and community hospitals	57.0%	57.7%	-0.6 ppts	62.4%	66.6%	-4.3 ppts
Clinics
Number of admissions (thousands):	468.7	422.6	10.9%	1,471.5	1,410.8	4.3%
Diagnostics
Number of patients served (thousands)	218	204	7.0%	732	648	13.0%
Average number of tests per patient	3.0	3.0	-0.4%	2.9	3.1	-7.6%

Discussion of insurance (P&C and medical) business results

As at 30-Sep-26, the insurance business comprises a) property and casualty (P&C) insurance business, operating under the brand name "Aldagi" and b) medical insurance business, operating under "Imedi L" and "Ardi" brands, the latter acquired in April 2024. The P&C insurance business is a leading player with a 36% market share in property and casualty insurance based on 1H26 gross premiums. P&C also offers a variety of non-property and casualty products, such as life insurance. The medical insurance business is the country's largest private health insurer, with a 46% market share based on 1H26 gross insurance premiums, offering a variety of health insurance products primarily to corporate and (selectively) to state entities and to retail clients in Georgia. GCAP owns a 100% equity stake in both insurance businesses.

3Q26 and 9M26 performance (GEL '000), insurance (P&C and medical)^[34]

INCOME STATEMENT HIGHLIGHTS	3Q26	3Q25	Change	9M26	9M25	Change
Insurance revenue	125,431	96,343	30.2%	366,484	282,397	29.8%
of which, P&C insurance	53,300	47,634	11.9%	145,284	129,574	12.1%
of which, medical insurance	72,154	48,709	48.1%	221,292	152,823	44.8%
Net underwriting profit	31,532	26,115	20.7%	87,281	70,318	24.1%
Net investment profit	5,344	4,830	10.6%	15,264	13,100	16.5%
Pre-tax profit	19,447	16,070	21.0%	50,473	38,286	31.8%
of which, P&C insurance[35]	11,975	10,692	12.0%	28,928	26,720	8.3%
of which, medical insurance	7,472	5,378	38.9%	21,545	11,566	86.3%
CASH FLOW HIGHLIGHTS
Net cash flows from operating activities	26,550	27,592	-3.8%	63,927	49,754	28.5%
Free cash flow	31,893	25,746	23.9%	65,820	41,596	58.2%
BALANCE SHEET HIGHLIGHTS	30-Sep-26	30-Jun-26	Change	31-Dec-25	Change
Total assets	429,098	436,911	-1.8%	333,137	28.8%
Total equity	179,129	164,199	9.1%	145,781	22.9%

INCOME STATEMENT HIGHLIGHTS

Ø The y-o-y increase in 3Q26 and 9M26 insurance revenue reflects a combination of the following factors:

§  The revenue of the P&C insurance business increased by 11.9% y-o-y to GEL 53.3 million in 3Q26 (up 12.1% y-o-y to GEL 145.3 million in 9M26), attributable to:

o  A GEL 1.6 million y-o-y increase in motor insurance revenues in 3Q26 (a GEL 3.4 million y-o-y increase in 9M26), mainly driven by the expansion of the retail and corporate client portfolios, as well as an increase of up to 10% in corporate insurance policy prices.

o  A GEL 1.4 million y-o-y increase in property insurance revenues in 3Q26 (a GEL 4.9 million y-o-y increase in 9M26), mainly attributable to the expansion of the corporate client portfolio.

o  A GEL 1.4 million y-o-y increase in credit life insurance revenues in 3Q26 (a GEL 4.9 million y-o-y increase in 9M26), driven by the growth of partner banks' portfolios in the mortgage, consumer loan, and other sectors.

§  The revenue of the medical insurance business increased by 48.1% y-o-y to GEL 72.2 million in 3Q26 (up 44.8% y-o-y to GEL 221.3 million in 9M26), primarily driven by newly awarded tenders and organic growth in the corporate client portfolio, supplemented by a double-digit percentage increase in insurance policy prices and continued expansion of the retail client health portfolio.

Ø The insurance business' key performance ratios for 3Q26 and 9M26 are noted below:

Key ratios		P&C insurance							Medical insurance
	3Q26		3Q25	Change	9M26	9M25	Change	3Q26	3Q25	Change	9M26	9M25	Change
Combined ratio	83.0%		83.1%	-0.1 ppts	85.9%	84.9%	1.0 ppts	91.7%	90.4%	1.3 ppts	91.7%	94.0%	-2.3 ppts
Expense ratio	32.2%		32.4%	-0.2 ppts	33.0%	32.7%	0.3 ppts	15.8%	18.5%	-2.7 ppts	15.2%	17.6%	-2.4 ppts
Loss ratio	51.7%		50.6%	1.1 ppts	53.5%	52.2%	1.3 ppts	75.9%	71.9%	4.0 ppts	76.5%	76.4%	0.1 ppts
FX ratio	-1.0%		0.1%	-1.1 ppts	-0.7%	0.1%	-0.8 ppts	-	-	-	-	-	-
ROAE[36]	39.6%		40.5%	-0.9 ppts	33.1%	35.1%	-2.0 ppts	53.6%	56.7%	-3.2 ppts	61.1%	43.3%	17.8 ppts

Ø The combined ratio of the P&C insurance business remained broadly flat, decreasing by 0.1 ppts y-o-y to 83.0% in 3Q26. This primarily reflects the net impact of: a) a 1.1 ppts y-o-y increase in the loss ratio in 3Q26 (up 1.3 ppts y-o-y in 9M26), driven by an adverse movement in the property insurance loss ratio due to a single large claim of GEL 1.0 million; and b) a 0.2 ppts y-o-y decrease in the expense ratio in 3Q26 (up 0.3 ppts y-o-y in 9M26), due to robust revenue growth during the quarter. In 9M26, the combined ratio increased by 1.0 ppts y-o-y to 85.9%, mostly attributable to the motor insurance claims recognised in 2Q26 in relation to the severe hailstorm in Tbilisi that took place in June 2026.

Ø The combined ratio of the medical insurance business increased by 1.3 ppts y-o-y to 91.7% in 3Q26, reflecting the net impact of: a) a 4.0 ppts y-o-y increase in the loss ratio, attributable to a higher share of inherently high-loss-ratio state tenders in the portfolio; and b) a 2.7 ppts y-o-y improvement in the expense ratio, mainly driven by robust revenue growth during the quarter. In 9M26, the combined ratio improved by 2.3 ppts y-o-y to 91.7%, primarily reflecting a lower expense ratio, while the loss ratio remained broadly stable.

Ø Net investment profit was up by 10.6% y-o-y in 3Q26 (up 16.5% y-o-y in 9M26), mainly reflecting a higher average liquid funds balance.

Ø The developments described above translated into a 21.0% y-o-y increase in pre-tax profit to GEL 19.4 million in 3Q26 (a 31.8% y-o-y increase to GEL 50.5 million in 9M26). Adjusted for GEL 3.0 million motor insurance claims related to the severe hailstorm in Tbilisi, pre-tax profit would have increased by 39.8% y-o-y to GEL 53.5 million in 9M26. Adjusted for the hailstorm effect, pre-tax profit of the P&C insurance business would have reached GEL 32.0 million in 9M26 (up 19.7% y-o-y in 9M26).

CASH FLOW AND BALANCE SHEET HIGHLIGHTS

Ø The solvency ratios of the P&C and medical insurance businesses stood at 200% and 221%, respectively, as of 30-Sep-26, significantly above the required minimum of 100%.

Ø The net debt to EBITDA leverage ratio stood at -0.2x as at 30-Sep-26 (0.2x as at 30-Jun-26).

Ø In 3Q26, the insurance business repaid GEL 1.7 million of debt principal, bringing total principal repayments to GEL 4.8 million in 9M26. The business' outstanding borrowings stood at GEL 21.8 million as of 30-Sep-26.

Ø The business distributed GEL 8.1 million dividends to GCAP in 3Q26 (GEL 19.8 million in 9M26).

Discussion of emerging and other portfolio results

The five businesses in our "emerging and other" private portfolio are renewable energy, education, auto service, wine and hospitality. The emerging and other private portfolio had a combined value of GEL 551.7 million at 30-Sep-26, which represents 8.9% of our total portfolio.

3Q26 and 9M26 aggregated performance highlights (GEL '000), emerging and other portfolio^[37]

	3Q26	3Q25	Change	9M26	9M25	Change
Revenue	75,918	69,140	9.8%	212,680	214,472	-0.8%
EBITDA	15,858	16,404	-3.3%	51,493	61,767	-16.6%
Net cash flows from operating activities	19,123	27,039	-29.3%	48,561	69,099	-29.7%

Ø Renewable energy | The renewable energy business operates five wholly owned renewable assets with an aggregate installed capacity of 71MW, alongside a pipeline of wind energy projects for potential future development. In 3Q26, revenue increased by 4.1% y-o-y to US$ 5.7 million, driven by a 9.2% y-o-y increase in electricity generation, partially offset by a 5.1% y-o-y decline in the average selling price to 55.1 US$/MWh. 9M26 revenue declined by 11.7% y-o-y to US$ 11.4 million, reflecting a 9.1% y-o-y decline in electricity generation, primarily due to lower export volumes during the first half of the year, as outlined in the 2Q26 results announcement, and a 2.9% y-o-y decline in the average selling price to 55.8 US$/MWh. Operating expenses increased by 12.0% y-o-y in 3Q26 (up 14.9% y-o-y in 9M26), primarily due to a lower share of salary costs eligible for capitalisation compared to the previous year. Consequently, the business delivered an EBITDA of US$ 4.3 million in 3Q26 (up 1.7% y-o-y) and US$ 7.3 million in 9M26 (down 22.0% y-o-y).

Ø Education | Georgia Capital's education business is the largest player in the private K-12 market in Georgia with a 9.8% market share as of 31 December 2025. It currently comprises majority stakes in four private school brands operating across seven campuses, which are well-positioned in the international, premium, midscale and affordable market segments. Ahead of the 2026-27 academic year, in 3Q26, the business added capacity for 300 learners at its affordable-segment schools, bringing total capacity to 9,165 learners as of 30-Sep-26 (up 3.4% y-o-y). The number of learners grew by 5.7% y-o-y to 7,489 learners as of 30-Sep-26, driving a 1.8 ppts y-o-y increase in learner utilisation to 81.7%. Revenue of the business increased by 17.5% y-o-y to GEL 12.0 million in 3Q26 (up 9.1% y-o-y to GEL 58.5 million in 9M26), primarily driven by organic growth through strong intakes and expanded capacity, with the number of learners increasing by 5.7% y-o-y in 9M26. Operating expenses were up by 9.5% y-o-y in 3Q26 (up 9.6% y-o-y in 9M26), mainly due to increased salary costs, in line with the business expansion. The business reported negative EBITDA of GEL 3.0 million in 3Q26 (up 14.1% y-o-y), reflecting the impact of seasonality, as the third quarter typically represents a low-activity period for the education business since the schools are not operational during July-August holidays (EBITDA increased by 7.2% y-o-y to GEL 11.6 million in 9M26). 

Ø Auto service | The auto service business includes a periodic technical inspection (PTI) business and a car services and parts business. The business paid GEL 2.9 million in dividends in 9M26 to GCAP.

o  Periodic technical inspection (PTI) business | Revenue of the business decreased by 3.1% y-o-y to GEL 8.5 million in 3Q26 (up 8.8% y-o-y to GEL 22.0 million in 9M26). The decline during the quarter was driven by a 3.3% y-o-y decline in the number of cars serviced (up 11.1% y-o-y in 9M26). Operating expenses were up by 22.2% y-o-y in 3Q26 (up 16.1% y-o-y in 9M26), primarily reflecting increased salary and marketing expenses during the quarter. Consequently, the 3Q26 EBITDA declined by 13.8% y-o-y to GEL 4.8 million (up 3.2% y-o-y to GEL 11.7 million in 9M26).

o  Car services and parts business | Revenue of the business increased by 24.6% y-o-y to GEL 21.6 million in 3Q26 (up 18.2% y-o-y to GEL 55.6 million in 9M26), driven by growth in the corporate as well as retail segment. Gross profit increased by 35.6% y-o-y to GEL 6.5 million in 3Q26 (up 26.5% y-o-y to GEL 17.1 million in 9M26), reflecting a favourable shift in the sales mix towards higher-margin products during the quarter. Operating expenses were up 35.0% and 29.0% y-o-y in 3Q26 and 9M26, respectively, due to higher salary and marketing costs amid business expansion. As a result, the business generated EBITDA of GEL 1.7 million in 3Q26 (up 37.4% y-o-y) and GEL 4.0 million in 9M26 (up 18.9% y-o-y).

Ø Wine | In 3Q26, net revenue of the business increased by 4.1% y-o-y to GEL 17.4 million, primarily driven by a 98.3% y-o-y increase in the number of bottles sold on the domestic market, bringing total volume up 2.1% y-o-y. In 9M26, revenue declined by 24.8% y-o-y to GEL 34.2 million, reflecting a 29.3% y-o-y decrease in the number of bottles sold, attributable to market changes in one core market. Operating expenses increased by 2.8% y-o-y to GEL 3.5 million in 3Q26 (up 3.0% y-o-y in 9M26). Consequently, the wine business posted EBITDA of GEL 1.7 million in 3Q26 (GEL 0.7 million in 9M26), down by GEL 0.2 million y-o-y in 3Q26 (down by GEL 4.4 million y-o-y in 9M26).

Ø Hospitality business | In 3Q26, revenue of the hospitality business increased by 18.5% y-o-y to GEL 1.6 million, driven by higher tourist activity. Despite the quarterly growth, revenue declined by 4.2% y-o-y to GEL 12.1 million in 9M26, primarily reflecting weak international visitor demand in the first half of the year. Operating expenses increased by GEL 0.3 million y-o-y in both 3Q26 and 9M26. As a result, the business posted negative EBITDA of GEL 0.6 million in 3Q26 (positive GEL 4.3 million in 9M26).

ADDITIONAL FINANCIAL INFORMATION

The 9M26 NAV Statement shows the development of NAV since 31-Dec-25:

GEL '000, unless otherwise noted	Dec-25	1. Value creation[38]	2a. Investment and Divestments	2b. Buyback	2c. Dividends	3. Operating expenses	4. Liquidity/ FX/Other	Sep-26	Change %
Listed portfolio
Lion Finance Group	2,489,286	1,111,583	(345,021)	-	(87,453)	-	-	3,168,395	27.3%
Total listed portfolio value	2,489,286	1,111,583	(345,021)	-	(87,453)	-	-	3,168,395	27.3%
Listed portfolio value change %		44.7%	-13.9%	0.0%	-3.5%	0.0%	0.0%	27.3%
Private portfolio companies
Large portfolio companies	2,011,844	487,865	-	-	(46,623)	-	4,622	2,457,708	22.2%
Retail (pharmacy)	869,744	249,204	-	-	(26,834)	-	2,212	1,094,326	25.8%
Healthcare services	613,803	107,361	-	-	-	-	1,307	722,471	17.7%
Insurance	528,297	131,300	-	-	(19,789)	-	1,103	640,911	21.3%
Emerging and other companies	573,755	(17,006)	(1,707)	-	(4,706)	-	1,387	551,723	-3.8%
Total private portfolio value	2,585,599	470,859	(1,707)	-	(51,329)	-	6,009	3,009,431	16.4%
Private portfolio value change %		18.2%	-0.1%	0.0%	-2.0%	0.0%	0.2%	16.4%
Total portfolio value (1)	5,074,885	1,582,442	(346,728)	-	(138,782)	-	6,009	6,177,826	21.7%
Total portfolio value change %		31.2%	-6.8%	0.0%	-2.7%	0.0%	0.1%	21.7%
Net cash (2)	102,909	-	363,099	(274,737)	138,782	(27,012)	(12,499)	290,542	NMF
of which, cash and liquid funds	219,565	-	363,099	(274,737)	159,018	(27,012)	(151,909)	288,024	31.2%
of which, loans issued	2,236	-	-	-	-	-	282	2,518	12.6%
of which, accrued dividend income	20,236	-	-	-	(20,236)	-	-	-	NMF
of which, gross debt	(139,128)	-	-	-	-	-	139,128	-	NMF
Net other assets/(liabilities) (3)	16,733	-	(16,371)	(1,080)	-	(13,863)	9,658	(4,923)	NMF
of which, share-based comp.	-	-	-	-	-	(13,863)	13,863	-	NMF
Net asset value (1)+(2)+(3)	5,194,527	1,582,442	-	(275,817)	-	(40,875)	3,168	6,463,445	24.4%
NAV change %		30.5%	0.0%	-5.3%	0.0%	-0.8%	0.1%	24.4%
Shares outstanding38	33,582,800	-	-	(1,909,278)	-	-	820,486	32,494,008	-3.2%
Net asset value per share, GEL	154.68	47.12	-	3.02	-	(1.22)	(4.69)	198.91	28.6%
NAV per share, GEL change %		30.5%	0.0%	2.0%	0.0%	-0.8%	-3.0%	28.6%

Extension of the existing share buyback and cancellation programme by an additional US$ 50 million

As outlined on page 2 above, the Board has approved the extension of the current US$ 50 million share buyback and cancellation programme by an additional US$ 50 million, bringing its total size to US$ 100 million. The shares will be purchased in the open market and the cancellation of the treasury shares will be executed on a monthly basis. The purpose of the buyback is to reduce the share capital.

In accordance with the authority granted by the shareholders at the 2026 annual general meeting ("AGM"), the maximum number of shares that may be repurchased is 3,978,939. The programme is conducted within certain pre-set parameters, and in accordance with the general authority to repurchase shares granted at the 2026 AGM and the provisions of the Market Abuse Regulation 596/2014/EU and of the Commission Delegated Regulation (EU) 2016/1052 (as they form part of UK domestic law).

The Company has appointed Numis Securities Limited ("Deutsche Numis") to manage an irrevocable, non-discretionary share buyback programme until the end of the programme. During closed periods the Company and its directors have no power to invoke any changes to the programme, and it is being executed at the sole discretion of Deutsche Numis.

The Company will make further announcements in due course following the completion of any share repurchases.

Basis of Presentation

This announcement contains unaudited financial results presented in accordance with UK-adopted international accounting standards ("IFRS"). The financial results are unaudited and derived from management accounts.

Under IFRS 10, Georgia Capital PLC meets the "investment entity" definition. For more details about the basis of preparation, please refer to page 88 in Georgia Capital PLC's 2025 Annual Report.

The presentation of the Income Statement (Adjusted) and some of the information under the NAV Statement should be considered to be Alternative Performance Measures (APM).

GLOSSARY

1.     APM - Alternative Performance Measure.

2.     GCAP refers to the aggregation of stand-alone Georgia Capital PLC and stand-alone JSC Georgia Capital accounts.

3.     Georgia Capital and "the Group" refer to Georgia Capital PLC and its portfolio companies as a whole.

4.     NMF - Not meaningful.

5.     NAV - Net Asset Value, represents the net value of an entity and is calculated as the total value of the entity's assets minus the total value of its liabilities.

6.     LTM - last twelve months.

7.     EBITDA - Earnings before interest, taxes, non-recurring items, FX gains/losses and depreciation and amortisation. The Group has presented these figures in this document because management uses EBITDA as a tool to measure the Group's operational performance and the profitability of its operations. The Group considers EBITDA to be an important indicator of its representative recurring operations.

8.     Loss ratio equals net insurance claims expense divided by net earned premiums.

9.     Expense ratio in P&C insurance equals the sum of acquisition costs and operating expenses divided by net earned premiums.

10.  Combined ratio equals the sum of the loss ratio and the expense ratio in the insurance business.

11.  ROAE - Return on average total equity (ROAE) equals profit for the period attributable to shareholders divided by monthly average equity attributable to shareholders of the business for the same period.

12.  EV - enterprise value.

13.  Total return/value creation - total return/value creation of each portfolio investment is calculated as follows: we aggregate a) change in beginning and ending fair values, b) gains from realised sales (if any) and c) dividend income during the period. We then adjust the net result to remove capital injections (if any) to arrive at the total value creation/investment return.

14.  Number of shares outstanding - Number of shares in issue less total unawarded shares in JSC GCAP's management trust.

15.  NCC - Net Capital Commitment, represents an aggregated view of all confirmed, agreed and expected capital outflows at both Georgia Capital PLC and JSC Georgia Capital levels.

16.  NCC Ratio - Equals Net Capital Commitment divided by portfolio value.

ABOUT GEORGIA CAPITAL PLC

Georgia Capital PLC (LSE: CGEO LN) is a platform for buying, building and developing businesses in Georgia (together with its subsidiaries, "Georgia Capital" or "the Group"). The Group's primary business is to develop or buy businesses, help them institutionalise their management and grow them into mature businesses that can further develop largely on their own, either with continued oversight or independently. Once Georgia Capital has successfully developed a business, the Group actively manages its portfolio to determine each company's optimal owner. Georgia Capital will normally seek to monetise its investment over a 5-10 year period from initial investment.

Georgia Capital currently has the following portfolio businesses: (1) a retail (pharmacy) business, (2) a healthcare services business and (3) an insurance business. Georgia Capital also holds other small private businesses across different industries in Georgia, as well as a 14.9% equity stake as at 30-Sep-26 in LSE-listed Lion Finance Group PLC ("Lion Finance Group" or the "Bank"), formerly known as "Bank of Georgia Group PLC", the holding company of leading universal banks in Georgia and Armenia.

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 Georgia Capital 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: regional instability; currency fluctuations and risk, including depreciation of the Georgian Lari; and macroeconomic risk; regulatory risk across a wide range of industries; investment risk; liquidity risk; portfolio company strategic and execution risks and other key factors that could adversely affect our business and financial performance, which are contained elsewhere in this document and in our past and future filings and reports and also the 'Principal Risks and Uncertainties' included in the 1H26 Results Announcement and in Georgia Capital PLC's Annual Report and Accounts 2025. No part of this document constitutes, or shall be taken to constitute, an invitation or inducement to invest in Georgia Capital PLC or any other entity and must not be relied upon in any way in connection with any investment decision. Georgia Capital PLC and other entities 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.

COMPANY INFORMATION

Georgia Capital PLC

Registered Address

19^th Floor

51 Lime Street

London, EC3M 7DQ

United Kingdom

www.georgiacapital.ge

Registered under number 10852406 in England and Wales

Stock Listing

London Stock Exchange PLC's Main Market for listed securities

Ticker: "CGEO LN"

Contact Information

Georgia Capital PLC Investor Relations

Telephone: [phone]

E-mail: [e-mail]

Auditors

PricewaterhouseCoopers LLP ("PwC")

7 More London Riverside,

London SE1 2RT,

United Kingdom

Registrar

Computershare Investor Services PLC

The Pavilions

Bridgewater Road

Bristol BS13 8AE

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.investorcentre.co.uk.

Investor Centre Shareholder Helpline: [phone]

Share price information

Shareholders can access both the latest and historical prices via the website

www.georgiacapital.ge

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[1] See "Basis of Presentation" for more background on page 18. Private portfolio companies' performance includes aggregated stand-alone IFRS results for our portfolio companies, which can be viewed as APMs for Georgia Capital, since Georgia Capital does not consolidate its subsidiaries and instead measures them at fair value under IFRS.

[2] Please see definition in glossary on page 18.

^[3] June and December figures include accrued dividend income from Lion Finance Group PLC.

[4] 9M25 figure includes GEL 3.7 million value creation attributable to the water utility business, which was divested in June 2025.

[5] Includes both the buybacks under the share buyback and cancellation programme and for the management trust.

[6] Includes both cash and buyback dividends. In 2025, Lion Finance Group transitioned to quarterly dividend payments. For comparability, the 3Q25 figure is adjusted to exclude GEL 67.1 million in regular dividends received from Lion Finance Group and attributable to 3Q24, 4Q24 and 1Q25, while the 9M25 figure excludes GEL 23.6 million in dividends received and attributable to 3Q24. For further details, please refer to page 10.

^[7] The results of our five businesses included in the emerging and other portfolio (described on page 16) are not broken out separately. Performance totals, however, include the emerging and other portfolio companies' results, excluding the housing development business disposed in June 2026.

[8] Determined by taking into account the peak number of 47.9 million shares issued as of 31-Dec-20.

[9] Please see definition in glossary on page 18.

[10] Change in the fair value attributable to the change in actual or expected earnings of the business, as well as the change in net debt.

[11] Change in the fair value attributable to the change in valuation multiples and the effect of exchange rate movement on net debt.

[12] Please read more about valuation methodology on page 18 in "Basis of presentation".

[13] Investments are made at JSC Georgia Capital level, the Georgian holding company.

[14] Please see definition in glossary on page 18.

[15] Change in the fair value attributable to the change in actual or expected earnings of the business, as well as the change in net debt.

[16] Change in the fair value attributable to the change in valuation multiples and the effect of exchange rate movement on net debt.

[17] Investments are made at JSC Georgia Capital level, the Georgian holding company.

[18] The 3Q25 adjusted column excludes GEL 67.1 million in regular dividends received from Lion Finance Group for 3Q24, 4Q24 and 1Q25, while the 9M25 adjusted column excludes GEL 23.6 million in dividends received for 3Q24.

[19] Includes expenses such as external audit fees, legal counsel, corporate secretary and other similar administrative costs.

[20] Cash-based management expenses are cash salary and cash bonuses paid/accrued for staff and management compensation.

[21] Share-based management expenses are share salary and share bonus expenses of management and staff.

[22] Fund type expenses include expenses such as audit and valuation fees, fees for legal advisors, Board compensation and corporate secretary costs.

[23] Management fee is the sum of cash-based and share-based operating expenses (excluding fund-type costs).

[24] The detailed IFRS financial statements are included in supplementary Excel file, available at https://georgiacapital.ge/investor-relations/financial-results. In 2026, revenue generated under state-funded programme and sold through retail channels was reclassified from wholesale to retail revenue, reflecting the fact that retail serves as the distribution channel for such sales. Comparative periods and the related operating data have been restated accordingly.

[25] Of which - cash outflow on capex of GEL 5.3 million in 3Q26 and GEL 12.8 million in 9M26 (GEL 4.0 million in 3Q25 and GEL 14.5 million in 9M25); proceeds from sale of assets of GEL 0.3 million in 9M26 (GEL 0.1 million in 3Q25 and GEL 1.2 million in 9M25); cash outflow on minority acquisition of GEL 1.3 million in 9M26 (GEL 1.0 million in 9M25); cash outflow on acquisition of premium baby-care brands distributor of GEL 6.0 million in 3Q26 and 9M26.

[26] Calculated by deducting capex and minority acquisition from operating cash flows and adding proceeds from the sale of PPE/IP.

[27] Figures take into account the application of the minority buyout agreement.

[28] The detailed IFRS financial statements are included in supplementary Excel file, available at https://georgiacapital.ge/investor-relations/financial-results.

[29] Net revenue - Gross revenue less corrections and rebates. Margins are calculated from gross revenue.

[30] Of which - capex of GEL 18.8 million in 3Q26 and GEL 43.5 million in 9M26 (GEL 16.1 million in 3Q25 and GEL 47.6 million in 9M25); proceeds from the sale of property of GEL 8.1 million in 3Q26 and GEL 10.5 million in 9M26 (GEL 0.4 million in 3Q25 and GEL 2.6 million in 9M25).

[31] Operating cash flows less capex and acquisition of subsidiaries/payments of holdback, plus net proceeds from the sale of assets.

^[32] Total figures take into account inter-business and inter-segment eliminations and therefore do not equal the sum of the presented components.

[33] Total figures take into account inter-business and inter-segment eliminations and therefore do not equal the sum of the presented components.

[34] The detailed IFRS financial statements are included in supplementary Excel file, available at https://georgiacapital.ge/investor-relations/financial-results.

[35] 3Q26 and 9M26 figures are adjusted for a non-recurring gain of GEL 3.7 million on the sale of PPE.

[36] Calculated based on average equity, adjusted for preferred shares.

[37] Emerging and other portfolio companies' performance highlights are presented excluding the beer and distribution business, where GCAP has a 20% minority holding, and excluding the housing development business, which was disposed in June 2026. Aggregated numbers are presented on a like-for-like basis.

[38] Please see definition in glossary on page 18.

 

END