Director/PDMR Shareholding

London, 3 September 2012

Notification of Transactions of Directors, Persons Discharging Managerial Responsibility or Connected Persons

This form is intended for use by an issuer to make a RIS notification required by DTR 3.1.4R (1).

(1) An issuer making a notification in respect of a transaction relating to the shares or debentures of the issuer should complete boxes 1 to 16, 23 and 24.

(2) An issuer making a notification in respect of a derivative relating the shares of the issuer should complete boxes 1 to 4, 6, 8, 13, 14, 16, 23 and 24.

(3) An issuer making a notification in respect of options granted to a director/person discharging managerial responsibilities should complete boxes 1 to 3 and 17 to 24.

(4) An issuer making a notification in respect of a financial instrument relating to the shares of the issuer (other than a debenture) should complete boxes 1 to 4, 6, 8, 9, 11, 13, 14, 16, 23 and 24.

Please complete all relevant boxes in block capital letters.

1. Name of the issuer

BANK OF GEORGIA HOLDINGS PLC

2. State whether the notification relates to (i) a transaction notified in accordance with DTR 3.1.2 R, (ii) a disclosure made in accordance with LR 9.8.6R(1) or (iii) a disclosure made in accordance with section 793 of the Companies Act (2006).

(i) A TRANSACTION NOTIFIED IN ACCORDANCE WITH DTR 3.1.2(R)

3. Name of person discharging managerial responsibilities/director

ALASDAIR BREACH

4. State whether notification relates to a person connected with a person discharging managerial responsibilities/director named in 3 and identify the connected person

N/A

5. Indicate whether the notification is in respect of a holding of the person referred to in 3 or 4 above or in respect of a non-beneficial interest

NOTIFICATION IS IN RESPECT OF A HOLDING OF THE PERSON REFERRED TO IN 3 ABOVE

6. Description of shares (including class), debentures or derivatives or financial instruments relating to shares

ORDINARY SHARES OF 1 PENCE EACH

7. Name of registered shareholders(s) and, if more than one, the number of shares held by each of them

ALASDAIR BREACH

8. State the nature of the transaction

TRANSFER OF SHARES BY ALASDAIR BREACH BY WAY OF A GIFT FOR NO CONSIDERATION TO THE CAUCASUS NATURE FUND

9. Number of shares, debentures or financial instruments relating to shares acquired

N/A

10. Percentage of issued class acquired (treasury shares of that class should not be taken into account when calculating percentage)

N/A

11. Number of shares, debentures or financial instruments relating to shares disposed

6,000 ORDINARY SHARES

12. Percentage of issued class disposed (treasury shares of that class should not be taken into account when calculating percentage)

LESS THAN 1%

13. Price per share or value of transaction

SHARES WERE GIFTED FOR NO CONSIDERATION

14. Date and place of transaction

LONDON, 3 SEPTEMBER 2012

15. Total holding following notification and total percentage holding following notification (any treasury shares should not be taken into account when calculating percentage)

ALASDAIR BREACH PERSONALLY HOLDS 12,279 SHARES AND HIS CONNECTED PERSONS HOLD 40,000 ORDINARY SHARES

16. Date issuer informed of transaction

3 SEPTEMBER 2012

If a person discharging managerial responsibilities has been granted options by the issuer complete the following boxes

17. Date of grant

N/A

18. Period during which or date on which exercisable

N/A

19. Total amount paid (if any) for grant of the option

N/A

20. Description of shares or debentures involved (class and number)

N/A

21. Exercise price (if fixed at time of grant) or indication that price is to be fixed at the time of exercise

N/A

22. Total number of shares or debentures over which options held following notification

N/A

23. Any additional information

THE CAUSASUS NATURE FUND (CNF) is a conservation trust fund established to safeguard the Caucasus ecoregion by protecting and strengthening the network of national parks and nature reserves in Armenia, Azerbaijan and Georgia. the CNF is managed by david morrison, an independent director on the board of bank of georgia holdings plc.

24. Name of contact and telephone number for queries

MACCA EKIZASHVILI +44 0 787 9191919

Name of authorised official of issuer responsible for making notification

KATE BENNETT REA

Date of notification 3 September 2012

About Bank of Georgia

Bank of Georgia is the leading Georgian bank, based on total assets (with a 35.7% market share), total loans (with a 35.9% market share) and client deposits (with a 36.0% market share) as of 30 June 2012, all data based on standalone financial information filed by banks in Georgia with the National Bank of Georgia. The Bank offers a broad range of corporate banking, retail banking, wealth management, brokerage and insurance services to its clients. 

Bank of Georgia has, as of the date hereof, the following credit ratings:

For further information, please visit www.bog.ge/ir or contact: 

This news report is presented for general informational purposes only and should not be construed as an offer to sell or the solicitation of an offer to buy any securities.