Common use of Settlement Procedure Clause in Contracts

Settlement Procedure. 5.1. Not later than the next Business Day following the Trade Date, the Agent shall prepare and deliver to the Client or instruct its appointee to prepare and deliver to the Client an appropriate Trade Confirmation in accordance with Section 18.1 of this Agreement. 5.2. When purchasing Securities, the Client shall transfer or otherwise ensure the availability of the Payment Amount in the bank account of the Agent no later than 10 am (Tbilisi time) on the day of the trade. Alternatively, the Client shall instruct the Agent to debit the Account, provided, however, that there is sufficient amount of the Funds in the Account. Appropriate Instructions to debit the Account shall also be communicated to the Agent. In the absence of such instructions, the Agent shall have the right to debit the Account and the Client shall be deemed to have given such Instructions. 5.3. The Securities so acquired by the Client under this Agreement shall be registered by the Agent and transferred to the Account on the Settlement Date specified in the Trade Confirmation. However, it is hereby agreed and acknowledged by the Client, that the Agent may delay its performance of these obligations in the event that proper arrangements for the extension of the credit or prepayment have not been made by the Parties, or subject to the arrangements of the Agent with a third Person acting as a broker/dealer, depository institution, clearing system or custodian for the Agent. 5.4. When selling Securities pursuant to the Client’s Instructions, the Agent shall transfer or ensure the transfer of the Payment Amount pursuant to the terms of the Trade Confirmation to the Account on the Settlement Date specified in the Trade Confirmation or within a period not exceeding three (3) Business Days after the date of receipt of the Payment Amount by the Agent from the third Person, acting as broker/dealer, depository institution, clearing system or custodian for the Agent, provided, however, that there are sufficient Securities in the Account or proper arrangements for the extension of credit or prepayment have been made by the Parties. Therefore, the Client shall instruct the Agent to credit the Account in respect of the Funds due to the Client and debit the Account in respect of the Securities due to third Person. Appropriate Instructions to credit and debit the Account shall be given in an appropriate Trade Confirmation. In the absence of such Instructions, the Agent shall have the right to credit or debit the Account and the Client shall be deemed to have given such Instructions. 5.5. All payments due to the Parties subject to the terms and conditions hereof shall be made pursuant to the provisions of Section 6 of this Agreement, unless otherwise agreed by the Parties. 5.6. Any operation in respect of the Services, including Depository and other Services as specified in the Schedule, shall be performed within a time period agreed upon by the Parties, provided, however, that the Client has provided the Agent in a timely manner with documents or Instructions necessary to render the Services. If the Parties fail to establish a time period, the Agent shall perform the Services as soon as circumstances reasonably permit. In any case, the Client agrees that the Services shall be rendered by the Agent subject and pursuant to arrangements with a third Person, acting as a depository institution, clearing system or custodian for the Agent. 5.7. The Agent shall not be liable for performance of any Instructions or executed Trade Confirmations, unless the Client has ensured the availability of sufficient amount of Funds and/or Securities in the Account. Herewith, the Parties have agreed, that upon prior agreement between the Parties, the Agent may provide the Client with the funds or securities on credit, provided, however, that such relations may be subject to an additional written agreement or agreements between the Parties. Without prejudice to the other provisions of this Agreement, in the event the Agent agrees to provide the Client with any funds and/or securities on credit, the Client shall additionally pay the Agent the Financing Cost applied on the amount of such funds and/or securities, as defined in Section 1, and calculated on actual/365-day basis. 5.8. The Client shall not have the right to execute any sell or buy transactions with a Person in respect of the Securities, unless the Agent acts as a party to such transactions.

Settlement Procedure. 5.1. Not later than (a) Delivery of the next Business Day following Conversion Shares or Conversion Shares Offer Consideration, as applicable, to the Trade Holders and Beneficial Owners of the Securities shall be made in accordance with the procedures set forth in this Section 2.10, which remain subject to change to reflect changes in clearing system practices. (b) The Conversion Shares Offer Notice shall specify the Suspension Date. (c) On the Suspension Date, the Agent Company shall prepare and deliver deliver, to the Client or instruct its appointee to prepare Trustee directly and deliver to the Client an appropriate Trade Confirmation Holders and of the Global Securities via DTC (or, if the Securities are definitive Securities, by cheque mailed to the Holders at their addresses shown on the Contingent Capital Security Register) a Conversion Shares Settlement Request Notice, pursuant to which the Company shall request that Holders and Beneficial Owners complete a Conversion Shares Settlement Notice and shall specify the Notice Cut-off Date and the Final Cancellation Date. (d) Holders and Beneficial Owners (or the custodian, nominee, broker or other representative thereof) shall not receive delivery of the relevant Conversion Shares or Conversion Shares Component, as applicable, unless such Holders or Beneficial Owners (or the custodian, nominee, broker or other representative thereof) deliver the applicable Conversion Shares Settlement Notice to the Conversion Shares Depository on or before the Notice Cut-off Date; provided that, if such delivery is made after the end of normal business hours at the specified office of the Conversion Shares Depository, such delivery shall be deemed for all purposes to have been made or given on the next following Business Day. (e) With respect to any Global Securities, the Conversion Shares Settlement Notice must be given in accordance with Section 18.1 the standard procedures of this Agreement. 5.2DTC (which may include, without limitation, delivery of the notice to the Conversion Shares Depository by electronic means) and in a form acceptable to DTC and the Conversion Shares Depository. When purchasing With respect to any definitive Securities, the Client shall transfer or otherwise ensure Conversion Shares Settlement Notice must be delivered to the availability specified office of the Payment Amount in Conversion Shares Depository together with the bank account relevant Securities. (f) Subject to satisfaction of the Agent no later than 10 am requirements and limitations set forth in this Section 2.10 and provided that the Conversion Shares Settlement Notice and the relevant Securities, if applicable, are delivered on or before the Notice Cut-Off Date, the Conversion Shares Depository shall deliver the relevant Conversion Shares (Tbilisi timerounded down to the nearest whole number of Conversion Shares) or Conversion Shares Component (rounded down to the nearest whole number of Conversion Shares), as applicable, to the Holder or Beneficial Owner (or custodian, nominee, broker or other representative thereof) of the relevant Securities completing the relevant Conversion Shares Settlement Notice or its nominee in accordance with the instructions given in such Conversion Shares Settlement Notice on the day applicable Settlement Date. (g) Each Conversion Shares Settlement Notice shall be irrevocable. The Conversion Shares Depository shall determine, in its sole and absolute discretion, whether any Conversion Shares Settlement Notice has been properly completed and delivered, and such determination shall be conclusive and binding on the relevant Holder or Beneficial Owner. If any Holder or Beneficial Owner fails to properly complete and deliver a Conversion Shares Settlement Notice and the relevant Securities, if applicable, the Conversion Shares Depository shall be entitled to treat such Conversion Shares Settlement Notice as null and void. (h) Neither the Company, nor any member of the trade. AlternativelyGroup shall be liable for any stamp duty, stamp duty reserve tax, or any other capital, issue, transfer, registration, financial transaction or documentary tax that may arise or be paid as a consequence of the delivery of Conversion Shares or Conversion Shares Component, as applicable, which tax shall be borne solely by the Holder, Beneficial Owner or, if different, the Client shall instruct person to whom the Agent to debit the AccountConversion Shares or that portion, providedif any, howeverof any Conversion Shares Offer Consideration consisting of Conversion Shares, that there as applicable, is sufficient amount of the Funds in the Account. Appropriate Instructions to debit the Account shall also be communicated to the Agent. In the absence of such instructions, the Agent shall have the right to debit the Account and the Client shall be deemed to have given such Instructionsdelivered. 5.3. (i) The Securities so acquired by the Client under this Agreement shall be registered by the Agent Conversion Shares and transferred to the Account on the Settlement Date specified in the Trade Confirmation. However, it is hereby agreed and acknowledged by the Client, that the Agent may delay its performance of these obligations in the event that proper arrangements for the extension of the credit or prepayment have not been made by the Parties, or subject to the arrangements of the Agent with a third Person acting as a broker/dealer, depository institution, clearing system or custodian for the Agent. 5.4. When selling Securities pursuant to the Client’s Instructions, the Agent shall transfer or ensure the transfer of the Payment Amount pursuant to the terms of the Trade Confirmation to the Account on the Settlement Date specified in the Trade Confirmation or within a period not exceeding three (3) Business Days after the date of receipt of the Payment Amount by the Agent from the third Person, acting as broker/dealer, depository institution, clearing system or custodian for the Agent, provided, however, that there are sufficient Securities in the Account or proper arrangements for the extension of credit or prepayment have been made by the Parties. Therefore, the Client shall instruct the Agent to credit the Account in respect of the Funds due to the Client and debit the Account in respect of the Securities due to third Person. Appropriate Instructions to credit and debit the Account shall be given in an appropriate Trade Confirmation. In the absence of such Instructions, the Agent shall have the right to credit or debit the Account and the Client shall be deemed to have given such Instructions. 5.5. All payments due to the Parties subject to the terms and conditions hereof shall be made pursuant to the provisions of Section 6 of this Agreement, unless otherwise agreed by the Parties. 5.6. Any operation in respect of the Services, including Depository and other Services as specified in the Schedule, shall be performed within a time period agreed upon by the Parties, provided, however, that the Client has provided the Agent in a timely manner with documents or Instructions necessary to render the Services. If the Parties fail to establish a time period, the Agent shall perform the Services as soon as circumstances reasonably permit. In any case, the Client agrees that the Services shall be rendered by the Agent subject and pursuant to arrangements with a third Person, acting as a depository institution, clearing system or custodian for the Agent. 5.7. The Agent Conversion Shares Component shall not be liable available for performance delivery (i) to, or to a nominee for, Euroclear or Clearstream, Luxembourg or any other person providing a clearance service within the meaning of Section 96 of the Finance Xxx 0000 of the United Kingdom or (ii) to a person, or nominee or agent for a person, whose business is or includes issuing depository receipts within the meaning of Section 93 of the Finance Xxx 0000 of the United Kingdom, in each case at any Instructions or executed Trade Confirmations, unless the Client has ensured the availability of sufficient amount of Funds and/or Securities in the Account. Herewith, the Parties have agreed, that upon time prior agreement between the Parties, the Agent may provide the Client with the funds or securities on credit, provided, however, that such relations may be subject to an additional written agreement or agreements between the Parties. Without prejudice to the other provisions of this Agreement, in the event the Agent agrees to provide the Client with any funds and/or securities on credit, the Client shall additionally pay the Agent the Financing Cost applied on the amount of such funds and/or securities, “abolition day” as defined in Section 1111(1) of the Finance Xxx 0000 of the United Kingdom, and calculated on actual/365-day basisor, if earlier, such other time at which the Company, in its absolute discretion, determines that no charge under Section 67, 70, 93 or 96 of the Finance Xxx 0000 or any similar charge (under any successor legislation) would arise as a result of such delivery or (iii) to the CREST account of such a person described in (i) or (ii). 5.8. (j) The Client shall not have Company may make changes to the right procedures set forth in this Section 2.10 to execute any sell the extent such changes are reasonably necessary, in the opinion of the Company, to effect the delivery of the Conversion Shares or buy transactions with a Person in respect Conversion Shares Offer Consideration, as applicable, to the Holders and Beneficial Owners of the Securities, unless the Agent acts as a party to such transactions.

Settlement Procedure. 5.1. Not later than (a) Delivery of the next Business Day following Conversion Shares or Conversion Shares Offer Consideration, as applicable, to the Trade Holders and Beneficial Owners of the Securities shall be made in accordance with the procedures set forth in this Section 2.18, which remain subject to change to reflect changes in Clearing System practices. (b) The Conversion Shares Offer Notice shall specify the Suspension Date. (c) On the Suspension Date, the Agent Company shall prepare and deliver deliver, to the Client or instruct its appointee to prepare Trustee directly and deliver to the Client an appropriate Trade Confirmation Holders and of the Global Securities via each of the Clearing Systems (or, if the Securities are definitive Securities, to the Holders at their addresses shown on the Contingent Convertible Security Register) a Conversion Shares Settlement Request Notice, pursuant to which the Company shall request that Holders and Beneficial Owners complete a Conversion Shares Settlement Notice and shall specify the Notice Cut-off Date and the Final Cancellation Date. (d) Holders and Beneficial Owners (or the custodian, nominee, broker or other representative thereof) shall not receive delivery of the relevant Conversion Shares or Conversion Shares Component, as applicable, unless such Holders or Beneficial Owners (or the custodian, nominee, broker or other representative thereof) deliver the applicable Conversion Shares Settlement Notice to the Conversion Shares Depository on or before the Notice Cut-off Date; provided that, if such delivery is made after the end of normal business hours at the specified office of the Conversion Shares Depository, such delivery shall be deemed for all purposes to have been made or given on the next following Business Day. (e) With respect to any Global Securities, the Conversion Shares Settlement Notice must be given in accordance with Section 18.1 the respective standard procedures of this Agreement. 5.2each Clearing System (which may include, without limitation, delivery of the notice to the Conversion Shares Depository by electronic means) and in a respective form acceptable to each Clearing System and the Conversion Shares Depository. When purchasing With respect to any definitive Securities, the Client shall transfer or otherwise ensure Conversion Shares Settlement Notice must be delivered to the availability specified office of the Payment Amount in Conversion Shares Depository together with the bank account relevant Securities. (f) Subject to satisfaction of the Agent no later than 10 am requirements and limitations set forth in this Section 2.18 and provided that the Conversion Shares Settlement Notice and the relevant Securities, if applicable, are delivered on or before the Notice Cut-Off Date, the Conversion Shares Depository shall deliver the relevant Conversion Shares (Tbilisi timerounded down to the nearest whole number of Conversion Shares) or Conversion Shares Component (rounded down to the nearest whole number of Conversion Shares), as applicable, to the Holder or Beneficial Owner (or custodian, nominee, broker or other representative thereof) of the relevant Securities completing the relevant Conversion Shares Settlement Notice in accordance with the instructions given in such Conversion Shares Settlement Notice on the day applicable Conversion Shares Settlement Date. (g) Each Conversion Shares Settlement Notice shall be irrevocable. The Conversion Shares Depository shall determine, in its sole and absolute discretion, whether any Conversion Shares Settlement Notice has been properly completed and delivered, and such determination shall be conclusive and binding on the relevant Holder or Beneficial Owner. If any Holder or Beneficial Owner fails to properly complete and deliver a Conversion Shares Settlement Notice and the relevant Securities, if applicable, the Conversion Shares Depository shall be entitled to treat such Conversion Shares Settlement Notice as null and void. (h) Neither the Company, nor any member of the trade. AlternativelyGroup shall be liable for any stamp duty, stamp duty reserve tax, or any other capital, issue, transfer, registration, financial transaction or documentary tax that may arise or be paid as a consequence of the delivery of Conversion Shares or Conversion Shares Component, as applicable, which tax shall be borne solely by the Holder, Beneficial Owner or, if different, the Client shall instruct person to whom the Agent to debit the AccountConversion Shares or that portion, providedif any, howeverof any Conversion Shares Offer Consideration consisting of Conversion Shares, that there as applicable, is sufficient amount of the Funds in the Account. Appropriate Instructions to debit the Account shall also be communicated to the Agent. In the absence of such instructions, the Agent shall have the right to debit the Account and the Client shall be deemed to have given such Instructionsdelivered. 5.3. (i) The Securities so acquired by the Client under this Agreement shall be registered by the Agent Conversion Shares and transferred to the Account on the Settlement Date specified in the Trade Confirmation. However, it is hereby agreed and acknowledged by the Client, that the Agent may delay its performance of these obligations in the event that proper arrangements for the extension of the credit or prepayment have not been made by the Parties, or subject to the arrangements of the Agent with a third Person acting as a broker/dealer, depository institution, clearing system or custodian for the Agent. 5.4. When selling Securities pursuant to the Client’s Instructions, the Agent shall transfer or ensure the transfer of the Payment Amount pursuant to the terms of the Trade Confirmation to the Account on the Settlement Date specified in the Trade Confirmation or within a period not exceeding three (3) Business Days after the date of receipt of the Payment Amount by the Agent from the third Person, acting as broker/dealer, depository institution, clearing system or custodian for the Agent, provided, however, that there are sufficient Securities in the Account or proper arrangements for the extension of credit or prepayment have been made by the Parties. Therefore, the Client shall instruct the Agent to credit the Account in respect of the Funds due to the Client and debit the Account in respect of the Securities due to third Person. Appropriate Instructions to credit and debit the Account shall be given in an appropriate Trade Confirmation. In the absence of such Instructions, the Agent shall have the right to credit or debit the Account and the Client shall be deemed to have given such Instructions. 5.5. All payments due to the Parties subject to the terms and conditions hereof shall be made pursuant to the provisions of Section 6 of this Agreement, unless otherwise agreed by the Parties. 5.6. Any operation in respect of the Services, including Depository and other Services as specified in the Schedule, shall be performed within a time period agreed upon by the Parties, provided, however, that the Client has provided the Agent in a timely manner with documents or Instructions necessary to render the Services. If the Parties fail to establish a time period, the Agent shall perform the Services as soon as circumstances reasonably permit. In any case, the Client agrees that the Services shall be rendered by the Agent subject and pursuant to arrangements with a third Person, acting as a depository institution, clearing system or custodian for the Agent. 5.7. The Agent Conversion Shares Component shall not be liable available for performance delivery (i) to, or to a nominee for, Clearstream, Luxembourg or Euroclear or any other person providing a clearance service within the meaning of Section 96 of the Finance Xxx 0000 of the United Kingdom or (ii) to a person, or nominee or agent for a person, whose business is or includes issuing depository receipts within the meaning of Section 93 of the Finance Xxx 0000 of the United Kingdom, in each case at any Instructions or executed Trade Confirmations, unless the Client has ensured the availability of sufficient amount of Funds and/or Securities in the Account. Herewith, the Parties have agreed, that upon time prior agreement between the Parties, the Agent may provide the Client with the funds or securities on credit, provided, however, that such relations may be subject to an additional written agreement or agreements between the Parties. Without prejudice to the other provisions of this Agreement, in the event the Agent agrees to provide the Client with any funds and/or securities on credit, the Client shall additionally pay the Agent the Financing Cost applied on the amount of such funds and/or securities, “abolition day” as defined in Section 1111(1) of the Finance Xxx 0000 of the United Kingdom, and calculated on actual/365-day basisor, if earlier, such other time at which the Company, in its absolute discretion, determines that no charge under Section 67, 70, 93 or 96 of the Finance Xxx 0000 or any similar charge (under any successor legislation) would arise as a result of such delivery or (iii) to the CREST account of such a person described in (i) or (ii). 5.8. (j) The Client shall not have Company may make changes to the right procedures set forth in this Section 2.18 to execute any sell the extent such changes are reasonably necessary, in the opinion of the Company, to effect the delivery of the Conversion Shares or buy transactions with a Person in respect Conversion Shares Offer Consideration, as applicable, to the Holders and Beneficial Owners of the Securities, unless the Agent acts as a party to such transactions.

Settlement Procedure. 5.1. Not later than (a) Delivery of the next Business Day following Conversion Shares or Conversion Shares Offer Consideration, as applicable, to the Trade Holders and Beneficial Owners of the Securities shall be made in accordance with the procedures set forth in this Section 2.11, which remain subject to change to reflect changes in clearing system practices. (b) The Conversion Shares Offer Notice shall specify the Suspension Date. (c) On the Suspension Date, the Agent Company shall prepare and deliver deliver, to the Client or instruct its appointee to prepare Trustee directly and deliver to the Client an appropriate Trade Confirmation Holders and of the Securities through the Clearing Systems (or, if the Securities are definitive Securities, by cheque mailed to the Holders at their addresses shown on the Contingent Convertible Security Register) a Conversion Shares Settlement Request Notice, pursuant to which the Company shall request that Holders and Beneficial Owners complete a Conversion Shares Settlement Notice and shall specify the Notice Cut-off Date and the Final Cancellation Date. (d) Holders and Beneficial Owners (or the custodian, nominee, broker or other representative thereof) shall not receive delivery of the relevant Conversion Shares or Conversion Shares Component, as applicable, unless such Holders or Beneficial Owners (or the custodian, nominee, broker or other representative thereof) deliver the applicable Conversion Shares Settlement Notice to the Conversion Shares Depository on or before the Notice Cut-off Date; provided that, if such delivery is made after the end of normal business hours at the specified office of the Conversion Shares Depository, such delivery shall be deemed for all purposes to have been made or given on the next following Business Day. (e) With respect to any Securities held through the Clearing Systems, the Conversion Shares Settlement Notice must be given in accordance with Section 18.1 the respective standard procedures of this Agreement. 5.2each of the Clearing Systems (which may include, without limitation, delivery of the notice to the Conversion Shares Depository by electronic means) and in a form acceptable to each of the Clearing Systems and the Conversion Shares Depository. When purchasing With respect to any definitive Securities, the Client shall transfer or otherwise ensure Conversion Shares Settlement Notice must be delivered to the availability specified office of the Payment Amount in Conversion Shares Depository together with the bank account relevant Securities. (f) Subject to satisfaction of the Agent no later than 10 am requirements and limitations set forth in this Section 2.11 and provided that the Conversion Shares Settlement Notice and the relevant Securities, if applicable, are delivered on or before the Notice Cut-Off Date, the Conversion Shares Depository shall deliver the relevant Conversion Shares (Tbilisi timerounded down to the nearest whole number of Conversion Shares) or Conversion Shares Component (rounded down to the nearest whole number of Conversion Shares), as applicable, to the Holder or Beneficial Owner (or custodian, nominee, broker or other representative thereof) of the relevant Securities completing the relevant Conversion Shares Settlement Notice or its nominee in accordance with the instructions given in such Conversion Shares Settlement Notice on the day applicable Conversion Shares Settlement Date. (g) Each Conversion Shares Settlement Notice shall be irrevocable. The Conversion Shares Depository shall determine, in its sole and absolute discretion, whether any Conversion Shares Settlement Notice has been properly completed and delivered, and such determination shall be conclusive and binding on the relevant Holder or Beneficial Owner. If any Holder or Beneficial Owner fails to properly complete and deliver a Conversion Shares Settlement Notice and the relevant Securities, if applicable, the Conversion Shares Depository shall be entitled to treat such Conversion Shares Settlement Notice as null and void. (h) Neither the Company, nor any member of the trade. AlternativelyGroup shall be liable for any stamp duty, stamp duty reserve tax, or any other capital, issue, transfer, registration, financial transaction or documentary tax that may arise or be paid as a consequence of the delivery of Conversion Shares or Conversion Shares Component, as applicable, which tax shall be borne solely by the Holder, Beneficial Owner or, if different, the Client shall instruct person to whom the Agent to debit the AccountConversion Shares or that portion, providedif any, howeverof any Conversion Shares Offer Consideration consisting of Conversion Shares, that there as applicable, is sufficient amount of the Funds in the Account. Appropriate Instructions to debit the Account shall also be communicated to the Agent. In the absence of such instructions, the Agent shall have the right to debit the Account and the Client shall be deemed to have given such Instructionsdelivered. 5.3. (i) The Securities so acquired by the Client under this Agreement shall be registered by the Agent Conversion Shares and transferred to the Account on the Settlement Date specified in the Trade Confirmation. However, it is hereby agreed and acknowledged by the Client, that the Agent may delay its performance of these obligations in the event that proper arrangements for the extension of the credit or prepayment have not been made by the Parties, or subject to the arrangements of the Agent with a third Person acting as a broker/dealer, depository institution, clearing system or custodian for the Agent. 5.4. When selling Securities pursuant to the Client’s Instructions, the Agent shall transfer or ensure the transfer of the Payment Amount pursuant to the terms of the Trade Confirmation to the Account on the Settlement Date specified in the Trade Confirmation or within a period not exceeding three (3) Business Days after the date of receipt of the Payment Amount by the Agent from the third Person, acting as broker/dealer, depository institution, clearing system or custodian for the Agent, provided, however, that there are sufficient Securities in the Account or proper arrangements for the extension of credit or prepayment have been made by the Parties. Therefore, the Client shall instruct the Agent to credit the Account in respect of the Funds due to the Client and debit the Account in respect of the Securities due to third Person. Appropriate Instructions to credit and debit the Account shall be given in an appropriate Trade Confirmation. In the absence of such Instructions, the Agent shall have the right to credit or debit the Account and the Client shall be deemed to have given such Instructions. 5.5. All payments due to the Parties subject to the terms and conditions hereof shall be made pursuant to the provisions of Section 6 of this Agreement, unless otherwise agreed by the Parties. 5.6. Any operation in respect of the Services, including Depository and other Services as specified in the Schedule, shall be performed within a time period agreed upon by the Parties, provided, however, that the Client has provided the Agent in a timely manner with documents or Instructions necessary to render the Services. If the Parties fail to establish a time period, the Agent shall perform the Services as soon as circumstances reasonably permit. In any case, the Client agrees that the Services shall be rendered by the Agent subject and pursuant to arrangements with a third Person, acting as a depository institution, clearing system or custodian for the Agent. 5.7. The Agent Conversion Shares Component shall not be liable available for performance delivery (i) to, or to a nominee for, Euroclear or Clearstream, Luxembourg or any other person providing a clearance service within the meaning of Section 96 of the Finance Xxx 0000 of the United Kingdom or (ii) to a person, or nominee or agent for a person, whose business is or includes issuing depository receipts within the meaning of Section 93 of the Finance Xxx 0000 of the United Kingdom, in each case at any Instructions or executed Trade Confirmations, unless the Client has ensured the availability of sufficient amount of Funds and/or Securities in the Account. Herewith, the Parties have agreed, that upon time prior agreement between the Parties, the Agent may provide the Client with the funds or securities on credit, provided, however, that such relations may be subject to an additional written agreement or agreements between the Parties. Without prejudice to the other provisions of this Agreement, in the event the Agent agrees to provide the Client with any funds and/or securities on credit, the Client shall additionally pay the Agent the Financing Cost applied on the amount of such funds and/or securities, “abolition day” as defined in Section 1111(1) of the Finance Xxx 0000 of the United Kingdom, and calculated on actual/365-day basisor, if earlier, such other time at which the Company, in its absolute discretion, determines that no charge under Section 67, 70, 93 or 96 of the Finance Xxx 0000 or any similar charge (under any successor legislation) would arise as a result of such delivery or (iii) to the CREST account of such a person described in (i) or (ii). 5.8. (j) The Client shall not have Company may make changes to the right procedures set forth in this Section 2.11 to execute any sell the extent such changes are reasonably necessary, in the opinion of the Company, to effect the delivery of the Conversion Shares or buy transactions with a Person in respect Conversion Shares Offer Consideration, as applicable, to the Holders and Beneficial Owners of the Securities, unless the Agent acts as a party to such transactions.

Settlement Procedure. 5.1. Not later than (a) Delivery of the next Business Day following Conversion Shares or Conversion Shares Offer Consideration, as applicable, to the Trade Holders and Beneficial Owners of the Securities shall be made in accordance with the procedures set forth in this Section 2.10, which remain subject to change to reflect changes in clearing system practices. (b) The Conversion Shares Offer Notice shall specify the Suspension Date. (c) On the Suspension Date, the Agent Company shall prepare and deliver deliver, to the Client or instruct its appointee to prepare Trustee directly and deliver to the Client an appropriate Trade Confirmation Holders and of the Securities through the Clearing Systems (or, if the Securities are definitive Securities, by cheque mailed to the Holders at their addresses shown on the Contingent Capital Security Register) a Conversion Shares Settlement Request Notice, pursuant to which the Company shall request that Holders and Beneficial Owners complete a Conversion Shares Settlement Notice and shall specify the Notice Cut-off Date and the Final Cancellation Date. (d) Holders and Beneficial Owners (or the custodian, nominee, broker or other representative thereof) shall not receive delivery of the relevant Conversion Shares or Conversion Shares Component, as applicable, unless such Holders or Beneficial Owners (or the custodian, nominee, broker or other representative thereof) deliver the applicable Conversion Shares Settlement Notice to the Conversion Shares Depository on or before the Notice Cut-off Date; provided that, if such delivery is made after the end of normal business hours at the specified office of the Conversion Shares Depository, such delivery shall be deemed for all purposes to have been made or given on the next following Business Day. (e) With respect to any Securities held through the Clearing Systems, the Conversion Shares Settlement Notice must be given in accordance with Section 18.1 the respective standard procedures of this Agreement. 5.2each of the Clearing Systems (which may include, without limitation, delivery of the notice to the Conversion Shares Depository by electronic means) and in a form acceptable to each of the Clearing Systems and the Conversion Shares Depository. When purchasing With respect to any definitive Securities, the Client shall transfer or otherwise ensure Conversion Shares Settlement Notice must be delivered to the availability specified office of the Payment Amount in Conversion Shares Depository together with the bank account relevant Securities. (f) Subject to satisfaction of the Agent no later than 10 am requirements and limitations set forth in this Section 2.10 and provided that the Conversion Shares Settlement Notice and the relevant Securities, if applicable, are delivered on or before the Notice Cut-Off Date, the Conversion Shares Depository shall deliver the relevant Conversion Shares (Tbilisi timerounded down to the nearest whole number of Conversion Shares) or Conversion Shares Component (rounded down to the nearest whole number of Conversion Shares), as applicable, to the Holder or Beneficial Owner (or custodian, nominee, broker or other representative thereof) of the relevant Securities completing the relevant Conversion Shares Settlement Notice or its nominee in accordance with the instructions given in such Conversion Shares Settlement Notice on the day applicable Settlement Date. (g) Each Conversion Shares Settlement Notice shall be irrevocable. The Conversion Shares Depository shall determine, in its sole and absolute discretion, whether any Conversion Shares Settlement Notice has been properly completed and delivered, and such determination shall be conclusive and binding on the relevant Holder or Beneficial Owner. If any Holder or Beneficial Owner fails to properly complete and deliver a Conversion Shares Settlement Notice and the relevant Securities, if applicable, the Conversion Shares Depository shall be entitled to treat such Conversion Shares Settlement Notice as null and void. (h) Neither the Company, nor any member of the trade. AlternativelyGroup shall be liable for any stamp duty, stamp duty reserve tax, or any other capital, issue, transfer, registration, financial transaction or documentary tax that may arise or be paid as a consequence of the delivery of Conversion Shares or Conversion Shares Component, as applicable, which tax shall be borne solely by the Holder, Beneficial Owner or, if different, the Client shall instruct person to whom the Agent to debit the AccountConversion Shares or that portion, providedif any, howeverof any Conversion Shares Offer Consideration consisting of Conversion Shares, that there as applicable, is sufficient amount of the Funds in the Account. Appropriate Instructions to debit the Account shall also be communicated to the Agent. In the absence of such instructions, the Agent shall have the right to debit the Account and the Client shall be deemed to have given such Instructionsdelivered. 5.3. (i) The Securities so acquired by the Client under this Agreement shall be registered by the Agent Conversion Shares and transferred to the Account on the Settlement Date specified in the Trade Confirmation. However, it is hereby agreed and acknowledged by the Client, that the Agent may delay its performance of these obligations in the event that proper arrangements for the extension of the credit or prepayment have not been made by the Parties, or subject to the arrangements of the Agent with a third Person acting as a broker/dealer, depository institution, clearing system or custodian for the Agent. 5.4. When selling Securities pursuant to the Client’s Instructions, the Agent shall transfer or ensure the transfer of the Payment Amount pursuant to the terms of the Trade Confirmation to the Account on the Settlement Date specified in the Trade Confirmation or within a period not exceeding three (3) Business Days after the date of receipt of the Payment Amount by the Agent from the third Person, acting as broker/dealer, depository institution, clearing system or custodian for the Agent, provided, however, that there are sufficient Securities in the Account or proper arrangements for the extension of credit or prepayment have been made by the Parties. Therefore, the Client shall instruct the Agent to credit the Account in respect of the Funds due to the Client and debit the Account in respect of the Securities due to third Person. Appropriate Instructions to credit and debit the Account shall be given in an appropriate Trade Confirmation. In the absence of such Instructions, the Agent shall have the right to credit or debit the Account and the Client shall be deemed to have given such Instructions. 5.5. All payments due to the Parties subject to the terms and conditions hereof shall be made pursuant to the provisions of Section 6 of this Agreement, unless otherwise agreed by the Parties. 5.6. Any operation in respect of the Services, including Depository and other Services as specified in the Schedule, shall be performed within a time period agreed upon by the Parties, provided, however, that the Client has provided the Agent in a timely manner with documents or Instructions necessary to render the Services. If the Parties fail to establish a time period, the Agent shall perform the Services as soon as circumstances reasonably permit. In any case, the Client agrees that the Services shall be rendered by the Agent subject and pursuant to arrangements with a third Person, acting as a depository institution, clearing system or custodian for the Agent. 5.7. The Agent Conversion Shares Component shall not be liable available for performance of any Instructions delivery (i) to, or executed Trade Confirmations, unless the Client has ensured the availability of sufficient amount of Funds and/or Securities in the Account. Herewithto a nominee for, the Parties have agreedClearing Systems or any other person providing a clearance service within the meaning of Section 96 of the Finance Xxx 0000 of the United Kingdom or (ii) to a person, that upon or nominee or agent for a person, whose business is or includes issuing depository receipts within the meaning of Section 93 of the Finance Xxx 0000 of the United Kingdom, in each case at any time prior agreement between the Parties, the Agent may provide the Client with the funds or securities on credit, provided, however, that such relations may be subject to an additional written agreement or agreements between the Parties. Without prejudice to the other provisions of this Agreement, in the event the Agent agrees to provide the Client with any funds and/or securities on credit, the Client shall additionally pay the Agent the Financing Cost applied on the amount of such funds and/or securities, “abolition day” as defined in Section 1111(1) of the Finance Xxx 0000 of the United Kingdom, and calculated on actual/365-day basisor, if earlier, such other time at which the Company, in its absolute discretion, determines that no charge under Section 67, 70, 93 or 96 of the Finance Xxx 0000 or any similar charge (under any successor legislation) would arise as a result of such delivery or (iii) to the CREST account of such a person described in (i) or (ii). 5.8. (j) The Client shall not have Company may make changes to the right procedures set forth in this Section 2.10 to execute any sell the extent such changes are reasonably necessary, in the opinion of the Company, to effect the delivery of the Conversion Shares or buy transactions with a Person in respect Conversion Shares Offer Consideration, as applicable, to the Holders and Beneficial Owners of the Securities, unless the Agent acts as a party to such transactions.

Settlement Procedure. 5.1. Not later than (a) Delivery of the next Business Day following Settlement Shares, ADSs or Alternative Consideration, as applicable, to the Trade Holders and Beneficial Owners of the Additional Tier 1 Securities shall be made in accordance with the procedures set forth in this Section 2.17, which remain subject to change to reflect changes in DTC practices. (b) The Settlement Shares Offer Notice shall specify the Suspension Date, provided that the Suspension Date has not previously been specified in the Conversion Trigger Notice. (c) On the Suspension Date, the Agent Company shall prepare and deliver deliver, to the Client or instruct its appointee Trustee directly and to prepare and deliver DTC as the Holder of the Global Securities (or, if the Additional Tier 1 Securities are in definitive form, to the Client an appropriate Trade Confirmation Holders at their addresses shown on the Capital Securities Register) a Settlement Request Notice, pursuant to which the Company shall request that Holders and Beneficial Owners complete a Settlement Notice and shall specify the Notice Cut-off Date and the Final Cancellation Date. (d) Holders and Beneficial Owners (or the custodian, nominee, broker or other representative thereof) shall not receive delivery of the relevant Settlement Shares, ADSs or Alternative Consideration, as applicable, unless such Holders or Beneficial Owners (or the custodian, nominee, broker or other representative thereof) deliver the Settlement Notice to the Settlement Share Depository on or before the Notice Cut-off Date; provided that, if such delivery is made after the end of normal business hours at the specified office of the Settlement Share Depository, such delivery shall be deemed for all purposes to have been made or given on the next following Business Day. (e) If the Additional Tier 1 Securities are held through DTC, the Settlement Notice must be given in accordance with Section 18.1 the standard procedures of this AgreementDTC (which may include, without limitation, delivery of the notice to the Settlement Share Depository by electronic means) and in a form acceptable to DTC and the Settlement Share Depository. With respect to any Additional Tier 1 Securities held in definitive form, the Settlement Notice must be delivered to the specified office of the Settlement Share Depository together with the relevant Additional Tier 1 Securities. 5.2. When purchasing (f) Subject to satisfaction of the requirements and limitations set forth in this Section 2.17 and provided that the Settlement Notice and the relevant Additional Tier 1 Securities, if applicable, are delivered on or before the Client Notice Cut-Off Date, the Settlement Share Depository shall transfer deliver the relevant Alternative Consideration or otherwise ensure Settlement Shares (rounded down to the availability nearest whole number of Settlement Shares) to, or shall deposit such relevant Settlement Shares with the ADS Depository on behalf of, the relevant Holder or Beneficial Owner (or custodian, nominee, broker or other representative thereof) of the Payment Amount relevant Additional Tier 1 Securities completing the relevant Settlement Notice in accordance with the bank account instructions given in such Settlement Notice or its nominee on the applicable Settlement Date. (g) Each Settlement Notice shall be irrevocable. The Settlement Share Depository shall determine, in its sole and absolute discretion, whether any Settlement Notice has been properly completed and delivered, and such determination shall be conclusive and binding on the relevant Holder or Beneficial Owner. If any Holder or Beneficial Owner fails to properly complete and deliver a Settlement Notice and the relevant Additional Tier 1 Securities, if applicable, the Settlement Share Depository shall be entitled to treat such Settlement Notice as null and void. (h) Neither the Company nor any member of the Agent no later than 10 am (Tbilisi time) on the day Group shall pay any taxes or capital, stamp, issue and registration or transfer taxes or duties arising upon Automatic Conversion or that may arise or be paid as a consequence of the tradeissue and delivery of Settlement Shares to the Settlement Share Depository. AlternativelyA Holder or Beneficial Owner must pay any taxes and capital, stamp, issue and registration and transfer taxes or duties arising upon Automatic Conversion in connection with the Client shall instruct the Agent to debit the Account, provided, however, that there is sufficient amount issue and delivery of the Funds in the Account. Appropriate Instructions to debit the Account shall also be communicated Settlement Shares to the Agent. In the absence Settlement Share Depository and such Holder or Beneficial Owner must pay all, if any, such taxes or duties arising by reference to any disposal or deemed disposal of such instructionsHolders or Beneficial Owner’s Additional Tier 1 Security or interest therein. Any taxes and capital, stamp, issue and registration and transfer taxes or duties arising on delivery or transfer of Settlement Shares to a purchaser in any Settlement Shares Offer shall be payable by the Agent shall have the right to debit the Account relevant purchaser of those Settlement Shares. (i) The Settlement Shares (and the Client shall be deemed to have given such Instructions. 5.3. The Securities so acquired by the Client under this Agreement shall be registered by the Agent Settlement Share Component, if any, of any Alternative Consideration) and transferred to the Account on the Settlement Date specified in the Trade Confirmation. However, it is hereby agreed and acknowledged by the Client, that the Agent may delay its performance of these obligations in the event that proper arrangements for the extension of the credit or prepayment have not been made by the Parties, or subject to the arrangements of the Agent with a third Person acting as a broker/dealer, depository institution, clearing system or custodian for the Agent. 5.4. When selling Securities pursuant to the Client’s Instructions, the Agent shall transfer or ensure the transfer of the Payment Amount pursuant to the terms of the Trade Confirmation to the Account on the Settlement Date specified in the Trade Confirmation or within a period not exceeding three (3) Business Days after the date of receipt of the Payment Amount by the Agent from the third Person, acting as broker/dealer, depository institution, clearing system or custodian for the Agent, provided, however, that there are sufficient Securities in the Account or proper arrangements for the extension of credit or prepayment have been made by the Parties. Therefore, the Client shall instruct the Agent to credit the Account in respect of the Funds due to the Client and debit the Account in respect of the Securities due to third Person. Appropriate Instructions to credit and debit the Account shall be given in an appropriate Trade Confirmation. In the absence of such Instructions, the Agent shall have the right to credit or debit the Account and the Client shall be deemed to have given such Instructions. 5.5. All payments due to the Parties subject to the terms and conditions hereof shall be made pursuant to the provisions of Section 6 of this Agreement, unless otherwise agreed by the Parties. 5.6. Any operation in respect of the Services, including Depository and other Services as specified in the Schedule, shall be performed within a time period agreed upon by the Parties, provided, however, that the Client has provided the Agent in a timely manner with documents or Instructions necessary to render the Services. If the Parties fail to establish a time period, the Agent shall perform the Services as soon as circumstances reasonably permit. In any case, the Client agrees that the Services shall be rendered by the Agent subject and pursuant to arrangements with a third Person, acting as a depository institution, clearing system or custodian for the Agent. 5.7. The Agent ADSs shall not be liable available for performance delivery (i) to, or to a nominee for, Euroclear or Clearstream, Luxembourg or any other person providing a clearance service within the meaning of Section 96 of the Finance Axx 0000 of the United Kingdom or (ii) to a person, or nominee or agent for a person, whose business is or includes issuing depository receipts within the meaning of Section 93 of the Finance Axx 0000 of the United Kingdom, in each case at any Instructions or executed Trade Confirmations, unless the Client has ensured the availability of sufficient amount of Funds and/or Securities in the Account. Herewith, the Parties have agreed, that upon time prior agreement between the Parties, the Agent may provide the Client with the funds or securities on credit, provided, however, that such relations may be subject to an additional written agreement or agreements between the Parties. Without prejudice to the other provisions of this Agreement, in the event the Agent agrees to provide the Client with any funds and/or securities on credit, the Client shall additionally pay the Agent the Financing Cost applied on the amount of such funds and/or securities, “abolition day” as defined in Section 1111(1) of the Finance Axx 0000 of the United Kingdom, and calculated on actual/365-day basisor (iii) to the CREST account of such a person described in (i) or (ii). 5.8. (j) The Client shall not have Company may make changes to the right procedures set forth in this Section 2.17 to execute any sell or buy transactions with a Person the extent such changes are reasonably necessary, in respect the opinion of the Company, to effect the delivery of the Settlement Shares or ADSs, as applicable, to the Holders and Beneficial Owners of the Additional Tier 1 Securities, unless the Agent acts as a party to such transactions.

Settlement Procedure. 5.1. Not later than (a) Delivery of the next Business Day following Settlement Shares, or, if the Trade Holder elects, ADSs or the Alternative Consideration, as applicable, to the Holders and Beneficial Owners shall be made in accordance with the procedures set forth in this ‎Section 3.19, which remain subject to change to reflect changes in DTC practices and the Company may make changes to the procedures set forth in this ‎Section 3.19 to the extent necessary, in the opinion of the Company, to reflect such changes in DTC practices. (b) The Settlement Shares Offer Notice shall specify the Suspension Date, provided that the Suspension Date has not previously been specified in the Conversion Trigger Notice. (c) On the Suspension Date, the Agent Company shall prepare and deliver deliver, to the Client or instruct its appointee Trustee directly and to prepare and deliver DTC as the Holder of the Global Securities (or, if the Contingent Capital Notes are in definitive form, to the Client an appropriate Trade Confirmation Holders directly at their addresses shown on the Contingent Convertible Security Register), a Settlement Request Notice, pursuant to which the Company shall request that Holders and Beneficial Owners complete a Settlement Notice and shall specify the Notice Cut-off Date and the Final Cancellation Date. (d) Holders and Beneficial Owners (or the custodian, nominee, broker or other representative thereof) shall not receive delivery of the relevant Settlement Shares, or, if the Holder elects, ADSs or the Alternative Consideration, as applicable, unless such Holders or Beneficial Owners (or the custodian, nominee, broker or other representative thereof) deliver the Settlement Notice to the Settlement Share Depository on or before the Notice Cut-off Date; provided that, if such delivery is made after the end of normal business hours at the specified office of the Settlement Share Depository, such delivery shall be deemed for all purposes to have been made or given on the next following Business Day. (e) If the Contingent Capital Notes are held through DTC, the Settlement Notice must be given in accordance with Section 18.1 the standard procedures of this AgreementDTC (which may include, without limitation, delivery of the notice to the Settlement Share Depository by electronic means) and in a form acceptable to DTC and the Settlement Share Depository. With respect to any Contingent Capital Notes held in definitive form, the Settlement Notice must be delivered to the specified office of the Settlement Share Depository together with the relevant Contingent Capital Notes. 5.2. When purchasing Securities(f) Subject to satisfaction of the requirements and limitations set forth in this ‎Section 3.19 and provided that the Settlement Notice and the relevant Contingent Capital Notes, if applicable, are delivered on or before the Notice Cut-Off Date, the Client Settlement Share Depository shall transfer deliver the relevant Alternative Consideration or otherwise ensure Settlement Shares (rounded down to the availability nearest whole number of Settlement Shares) to, or shall deposit such relevant Settlement Shares with the ADS Depository on behalf of, the relevant Holder or Beneficial Owner (or custodian, nominee, broker or other representative thereof) of the Payment Amount relevant Contingent Capital Notes completing the relevant Settlement Notice in accordance with the bank account instructions given in such Settlement Notice or its nominee on the applicable Settlement Date. (g) Each Settlement Notice shall be irrevocable. The Settlement Share Depository shall determine, in its sole and absolute discretion, whether any Settlement Notice has been properly completed and delivered, and such determination shall be conclusive and binding on the relevant Holder or Beneficial Owner. If any Holder or Beneficial Owner fails to properly complete and deliver a Settlement Notice and the relevant Contingent Capital Notes, if applicable, the Settlement Share Depository shall be entitled to treat such Settlement Notice as null and void. (h) Neither the Company nor any member of the Agent no later than 10 am Group shall pay any taxes or duties (Tbilisi timeincluding without limitation, any stamp duty, stamp duty reserve tax, or any other capital issue, transfer, registration, financial transaction or documentary tax or duty) on the day arising upon Automatic Conversion or that may arise or be paid as a consequence of the tradeissue and delivery of Settlement Shares to the Settlement Share Depository or in connection with the issue of ADSs. AlternativelyA Holder or Beneficial Owner must pay any taxes or duties (including without limitation, any stamp duty, stamp duty reserve tax, or any other capital issue, transfer, registration, financial transaction or documentary tax or duty) arising upon Automatic Conversion in connection with the issue and delivery of the Settlement Shares to the Settlement Share Depository and/or the issue of ADSs and such Holder or Beneficial Owner must pay all, if any, such taxes or duties (including without limitation, any stamp duty, stamp duty reserve tax, or any other capital issue, transfer, registration, financial transaction or documentary tax or duty) arising by reference to any disposal or deemed disposal of such Holders or Beneficial Owner’s Contingent Capital Note or interest therein. Any taxes and duties (including without limitation, any stamp duty, stamp duty reserves tax, or any other capital issue, transfer, registration, financial transaction or documentary tax or duty) arising on delivery or transfer of Settlement Shares to a purchaser in any Settlement Shares Offer shall be payable by the relevant purchaser of those Settlement Shares. (i) Except to the extent a Holder or Beneficial Owner has elected to receive ADSs, the Client shall instruct the Agent to debit the Account, provided, however, that there is sufficient amount of the Funds in the Account. Appropriate Instructions to debit the Account shall also be communicated to the Agent. In the absence of such instructions, the Agent shall have the right to debit the Account Settlement Shares (and the Client shall be deemed to have given such Instructions. 5.3. The Securities so acquired by the Client under this Agreement shall be registered by the Agent and transferred to the Account on the Settlement Date specified in the Trade Confirmation. HoweverShare Component, it is hereby agreed and acknowledged by the Clientif any, that the Agent may delay its performance of these obligations in the event that proper arrangements for the extension of the credit or prepayment have not been made by the Parties, or subject to the arrangements of the Agent with a third Person acting as a broker/dealer, depository institution, clearing system or custodian for the Agent. 5.4. When selling Securities pursuant to the Client’s Instructions, the Agent shall transfer or ensure the transfer of the Payment Amount pursuant to the terms of the Trade Confirmation to the Account on the Settlement Date specified in the Trade Confirmation or within a period not exceeding three (3any Alternative Consideration) Business Days after the date of receipt of the Payment Amount by the Agent from the third Person, acting as broker/dealer, depository institution, clearing system or custodian for the Agent, provided, however, that there are sufficient Securities in the Account or proper arrangements for the extension of credit or prepayment have been made by the Parties. Therefore, the Client shall instruct the Agent to credit the Account in respect of the Funds due to the Client and debit the Account in respect of the Securities due to third Person. Appropriate Instructions to credit and debit the Account shall be given in an appropriate Trade Confirmation. In the absence of such Instructions, the Agent shall have the right to credit or debit the Account and the Client shall be deemed to have given such Instructions. 5.5. All payments due to the Parties subject to the terms and conditions hereof shall be made pursuant to the provisions of Section 6 of this Agreement, unless otherwise agreed by the Parties. 5.6. Any operation in respect of the Services, including Depository and other Services as specified in the Schedule, shall be performed within a time period agreed upon by the Parties, provided, however, that the Client has provided the Agent in a timely manner with documents or Instructions necessary to render the Services. If the Parties fail to establish a time period, the Agent shall perform the Services as soon as circumstances reasonably permit. In any case, the Client agrees that the Services shall be rendered by the Agent subject and pursuant to arrangements with a third Person, acting as a depository institution, clearing system or custodian for the Agent. 5.7. The Agent shall not be liable available for performance delivery (i) to, or to a nominee for any person providing a clearance service within the meaning of any Instructions Section 96 of the Finance Xxx 0000 of the United Kingdom (which would include delivery into Euroclear or executed Trade ConfirmationsClearstream, unless the Client has ensured the availability of sufficient amount of Funds and/or Securities in the Account. HerewithLuxembourg, the Parties have agreedbut not, that upon prior agreement between the Parties, the Agent may provide the Client with the funds or securities on credit, provided, however, that such relations may be subject to an additional written agreement (iii) below, delivery into CREST) or agreements between (ii) to a person, or nominee or agent for a person, whose business is or includes issuing depository receipts within the Parties. Without prejudice meaning of Section 93 of the Finance Xxx 0000 of the United Kingdom, in each case at any time prior to the other provisions of this Agreement, in the event the Agent agrees to provide the Client with any funds and/or securities on credit, the Client shall additionally pay the Agent the Financing Cost applied on the amount of such funds and/or securities, “abolition day” as defined in Section 1111(1) of the Finance Xxx 0000 of the United Kingdom, and calculated on actual/365-day basisor (iii) to the CREST account of such a person described in ‎(i) or ‎(ii). 5.8. (j) The Client shall not have Company may make changes to the right procedures set forth in this ‎Section 3.19 to execute any sell or buy transactions with a Person the extent such changes are reasonably necessary, in respect the opinion of the SecuritiesCompany, unless to effect the Agent acts delivery of the Settlement Shares or, if the Holder elects, ADSs, as a party applicable, to such transactionsthe Holders and Beneficial Owners.

Settlement Procedure. 5.1. Not later than (a) Delivery of the next Business Day following Settlement Shares or, if the Trade Holder elects, ADSs to the Holders and Beneficial Owners shall be made in accordance with the procedures set forth in this ‎Section 2.17, which remain subject to change to reflect changes in the practices of DTC and the Company may make changes to the procedures set forth in this ‎Section 2.17 to the extent necessary, in the opinion of the Company, to reflect such changes in the practices of DTC. (b) On the Suspension Date, the Agent Company shall prepare and deliver deliver, to the Client or instruct its appointee Trustee and to prepare and deliver DTC as the Holder (or, if the Notes are in definitive form, to the Client an appropriate Trade Confirmation Holders directly at their addresses shown on the Contingent Convertible Security Register), a Settlement Request Notice, pursuant to which the Company shall request that Holders and Beneficial Owners complete a Settlement Notice and shall specify the Notice Cut-Off Date and the Final Cancellation Date. (c) A Holder or Beneficial Owner (or the custodian, nominee, broker or other representative thereof) shall not receive delivery of the relevant Settlement Shares or, if the Holder elects, ADSs unless such Holder or Beneficial Owner (or the custodian, nominee, broker or other representative thereof) delivers the Settlement Notice to the Settlement Share Depositary on or before the Notice Cut-Off Date; provided that, if such delivery is made after the end of normal business hours at the specified office of the Settlement Share Depositary, such delivery shall be deemed for all purposes to have been made or given on the next following Business Day. (d) If the Notes are held through DTC, the Settlement Notice must be given in accordance with Section 18.1 the standard procedures of this AgreementDTC (which may include, without limitation, delivery of the notice to the Settlement Share Depositary by electronic means) and in a form acceptable to DTC and the Settlement Share Depositary. With respect to any Notes held in definitive form, the Settlement Notice must be delivered to the specified office of the Settlement Share Depositary together with the relevant Notes. 5.2. When purchasing Securities(e) Subject to satisfaction of the requirements and limitations set forth in this ‎Section 2.17 and provided that the Settlement Notice and the relevant Notes, if applicable when held in definitive form, are delivered on or before the Notice Cut-Off Date, the Client Settlement Share Depositary shall transfer deliver the relevant Settlement Shares (rounded down to the nearest whole number of Settlement Shares) to, or otherwise ensure shall deposit such relevant Settlement Shares with the availability ADS Depositary on behalf of, the relevant Holder or Beneficial Owner (or custodian, nominee, broker or other representative thereof) of the Payment Amount relevant Notes completing the relevant Settlement Notice in accordance with the bank account instructions given in such Settlement Notice or its nominee on the applicable Settlement Date. (f) Each Settlement Notice shall be irrevocable. The Settlement Share Depositary shall determine, in its sole and absolute discretion, whether any Settlement Notice has been properly completed and delivered, and such determination shall be conclusive and binding on the relevant Holder or Beneficial Owner. If any Holder or Beneficial Owner fails to properly complete and deliver a Settlement Notice and the relevant Notes, if applicable, the Settlement Share Depositary shall be entitled to treat such Settlement Notice as null and void. (g) Neither the Company nor any member of the Agent no later than 10 am Group shall pay any taxes or duties (Tbilisi timeincluding, without limitation, any stamp duty, stamp duty reserve tax, or any other capital issue, transfer, registration, financial transaction or documentary tax or duty) on the day arising upon an Automatic Conversion or that may arise or be paid as a consequence of the tradedelivery of Settlement Shares to the Settlement Share Depositary or in connection with the issue of ADSs. AlternativelyA Holder or Beneficial Owner must pay any taxes or duties (including, without limitation, any stamp duty, stamp duty reserve tax, or any other capital issue, transfer, registration, financial transaction or documentary tax or duty) arising upon an Automatic Conversion in connection with the Client shall instruct the Agent to debit the Account, provided, however, that there is sufficient amount delivery of the Funds in the Account. Appropriate Instructions to debit the Account shall also be communicated Settlement Shares to the Agent. In Settlement Share Depositary and/or the absence issue of ADSs and such Holder or Beneficial Owner must pay all, if any, such taxes or duties (including, without limitation, any stamp duty, stamp duty reserve tax, or any other capital issue, transfer, registration, financial transaction or documentary tax or duty) arising by reference to any disposal or deemed disposal of such instructions, the Agent shall have the right to debit the Account and the Client shall be deemed to have given such InstructionsHolders or Beneficial Owner’s Note or interest therein. 5.3. (h) The Securities so acquired by the Client under this Agreement shall be registered by the Agent and transferred Company may make changes to the Account on the Settlement Date specified procedures set forth in the Trade Confirmation. However, it is hereby agreed and acknowledged by the Client, that the Agent may delay its performance of these obligations in the event that proper arrangements for the extension of the credit or prepayment have not been made by the Parties, or subject this ‎Section 2.17 to the arrangements of the Agent with a third Person acting as a broker/dealer, depository institution, clearing system or custodian for the Agent. 5.4. When selling Securities pursuant to the Client’s Instructions, the Agent shall transfer or ensure the transfer of the Payment Amount pursuant to the terms of the Trade Confirmation to the Account on the Settlement Date specified in the Trade Confirmation or within a period not exceeding three (3) Business Days after the date of receipt of the Payment Amount by the Agent from the third Person, acting as broker/dealer, depository institution, clearing system or custodian for the Agent, provided, however, that there are sufficient Securities in the Account or proper arrangements for the extension of credit or prepayment have been made by the Parties. Therefore, the Client shall instruct the Agent to credit the Account in respect of the Funds due to the Client and debit the Account in respect of the Securities due to third Person. Appropriate Instructions to credit and debit the Account shall be given in an appropriate Trade Confirmation. In the absence of such Instructions, the Agent shall have the right to credit or debit the Account and the Client shall be deemed to have given such Instructions. 5.5. All payments due to the Parties subject to the terms and conditions hereof shall be made pursuant to the provisions of Section 6 of this Agreement, unless otherwise agreed by the Parties. 5.6. Any operation in respect of the Services, including Depository and other Services as specified in the Schedule, shall be performed within a time period agreed upon by the Parties, provided, however, that the Client has provided the Agent in a timely manner with documents or Instructions necessary to render the Services. If the Parties fail to establish a time period, the Agent shall perform the Services as soon as circumstances reasonably permit. In any case, the Client agrees that the Services shall be rendered by the Agent subject and pursuant to arrangements with a third Person, acting as a depository institution, clearing system or custodian for the Agent. 5.7. The Agent shall not be liable for performance of any Instructions or executed Trade Confirmations, unless the Client has ensured the availability of sufficient amount of Funds and/or Securities in the Account. Herewith, the Parties have agreed, that upon prior agreement between the Parties, the Agent may provide the Client with the funds or securities on credit, provided, however, extent that such relations may be subject to an additional written agreement or agreements between the Parties. Without prejudice to the other provisions of this Agreementchanges are reasonably necessary, in the event opinion of the Agent agrees Company, to provide effect the Client with any funds and/or securities on creditdelivery of the Settlement Shares or, if the Client shall additionally pay the Agent the Financing Cost applied on the amount of such funds and/or securitiesHolder elects, ADSs, as defined in Section 1applicable, to the Holders and calculated on actual/365-day basisBeneficial Owners. 5.8. The Client shall not have the right to execute any sell or buy transactions with a Person in respect of the Securities, unless the Agent acts as a party to such transactions.

Settlement Procedure. 5.1. Not later than (a) Delivery of the next Business Day following Conversion Shares or Conversion Shares Offer Consideration, as applicable, to the Trade Holders and Beneficial Owners of the Securities shall be made in accordance with the procedures set forth in this Section 2.18, which remain subject to change to reflect changes in DTC practices. (b) The Conversion Shares Offer Notice shall specify the Suspension Date. (c) On the Suspension Date, the Agent Company shall prepare and deliver deliver, to the Client or instruct its appointee to prepare Trustee directly and deliver to the Client an appropriate Trade Confirmation Holders and of the Global Securities via DTC (or, if the Securities are definitive Securities, to the Holders at their addresses shown on the Contingent Convertible Security Register) a Conversion Shares Settlement Request Notice, pursuant to which the Company shall request that Holders and Beneficial Owners complete a Conversion Shares Settlement Notice and shall specify the Notice Cut-off Date and the Final Cancellation Date. (d) Holders and Beneficial Owners (or the custodian, nominee, broker or other representative thereof) shall not receive delivery of the relevant Conversion Shares or Conversion Shares Component, as applicable, unless such Holders or Beneficial Owners (or the custodian, nominee, broker or other representative thereof) deliver the applicable Conversion Shares Settlement Notice to the Conversion Shares Depository on or before the Notice Cut-off Date; provided that, if such delivery is made after the end of normal business hours at the specified office of the Conversion Shares Depository, such delivery shall be deemed for all purposes to have been made or given on the next following Business Day. (e) With respect to any Global Securities, the Conversion Shares Settlement Notice must be given in accordance with Section 18.1 the standard procedures of this Agreement. 5.2DTC (which may include, without limitation, delivery of the notice to the Conversion Shares Depository by electronic means) and in a form acceptable to DTC and the Conversion Shares Depository. When purchasing With respect to any definitive Securities, the Client shall transfer or otherwise ensure Conversion Shares Settlement Notice must be delivered to the availability specified office of the Payment Amount in Conversion Shares Depository together with the bank account relevant Securities. (f) Subject to satisfaction of the Agent no later than 10 am requirements and limitations set forth in this Section 2.18 and provided that the Conversion Shares Settlement Notice and the relevant Securities, if applicable, are delivered on or before the Notice Cut-Off Date, the Conversion Shares Depository shall deliver the relevant Conversion Shares (Tbilisi timerounded down to the nearest whole number of Conversion Shares) or Conversion Shares Component (rounded down to the nearest whole number of Conversion Shares), as applicable, to the Holder or Beneficial Owner (or custodian, nominee, broker or other representative thereof) of the relevant Securities completing the relevant Conversion Shares Settlement Notice in accordance with the instructions given in such Conversion Shares Settlement Notice on the day applicable Conversion Shares Settlement Date. (g) Each Conversion Shares Settlement Notice shall be irrevocable. The Conversion Shares Depository shall determine, in its sole and absolute discretion, whether any Conversion Shares Settlement Notice has been properly completed and delivered, and such determination shall be conclusive and binding on the relevant Holder or Beneficial Owner. If any Holder or Beneficial Owner fails to properly complete and deliver a Conversion Shares Settlement Notice and the relevant Securities, if applicable, the Conversion Shares Depository shall be entitled to treat such Conversion Shares Settlement Notice as null and void. (h) Neither the Company, nor any member of the trade. AlternativelyGroup shall be liable for any stamp duty, stamp duty reserve tax, or any other capital, issue, transfer, registration, financial transaction or documentary tax that may arise or be paid as a consequence of the delivery of Conversion Shares or Conversion Shares Component, as applicable, which tax shall be borne solely by the Holder, Beneficial Owner or, if different, the Client shall instruct person to whom the Agent to debit the AccountConversion Shares or that portion, providedif any, howeverof any Conversion Shares Offer Consideration consisting of Conversion Shares, that there as applicable, is sufficient amount of the Funds in the Account. Appropriate Instructions to debit the Account shall also be communicated to the Agent. In the absence of such instructions, the Agent shall have the right to debit the Account and the Client shall be deemed to have given such Instructionsdelivered. 5.3. (i) The Securities so acquired by the Client under this Agreement shall be registered by the Agent Conversion Shares and transferred to the Account on the Settlement Date specified in the Trade Confirmation. However, it is hereby agreed and acknowledged by the Client, that the Agent may delay its performance of these obligations in the event that proper arrangements for the extension of the credit or prepayment have not been made by the Parties, or subject to the arrangements of the Agent with a third Person acting as a broker/dealer, depository institution, clearing system or custodian for the Agent. 5.4. When selling Securities pursuant to the Client’s Instructions, the Agent shall transfer or ensure the transfer of the Payment Amount pursuant to the terms of the Trade Confirmation to the Account on the Settlement Date specified in the Trade Confirmation or within a period not exceeding three (3) Business Days after the date of receipt of the Payment Amount by the Agent from the third Person, acting as broker/dealer, depository institution, clearing system or custodian for the Agent, provided, however, that there are sufficient Securities in the Account or proper arrangements for the extension of credit or prepayment have been made by the Parties. Therefore, the Client shall instruct the Agent to credit the Account in respect of the Funds due to the Client and debit the Account in respect of the Securities due to third Person. Appropriate Instructions to credit and debit the Account shall be given in an appropriate Trade Confirmation. In the absence of such Instructions, the Agent shall have the right to credit or debit the Account and the Client shall be deemed to have given such Instructions. 5.5. All payments due to the Parties subject to the terms and conditions hereof shall be made pursuant to the provisions of Section 6 of this Agreement, unless otherwise agreed by the Parties. 5.6. Any operation in respect of the Services, including Depository and other Services as specified in the Schedule, shall be performed within a time period agreed upon by the Parties, provided, however, that the Client has provided the Agent in a timely manner with documents or Instructions necessary to render the Services. If the Parties fail to establish a time period, the Agent shall perform the Services as soon as circumstances reasonably permit. In any case, the Client agrees that the Services shall be rendered by the Agent subject and pursuant to arrangements with a third Person, acting as a depository institution, clearing system or custodian for the Agent. 5.7. The Agent Conversion Shares Component shall not be liable available for performance delivery (i) to, or to a nominee for, Euroclear or Clearstream, Luxembourg or any other person providing a clearance service within the meaning of Section 96 of the Finance Xxx 0000 of the United Kingdom or (ii) to a person, or nominee or agent for a person, whose business is or includes issuing depository receipts within the meaning of Section 93 of the Finance Xxx 0000 of the United Kingdom, in each case at any Instructions or executed Trade Confirmations, unless the Client has ensured the availability of sufficient amount of Funds and/or Securities in the Account. Herewith, the Parties have agreed, that upon time prior agreement between the Parties, the Agent may provide the Client with the funds or securities on credit, provided, however, that such relations may be subject to an additional written agreement or agreements between the Parties. Without prejudice to the other provisions of this Agreement, in the event the Agent agrees to provide the Client with any funds and/or securities on credit, the Client shall additionally pay the Agent the Financing Cost applied on the amount of such funds and/or securities, “abolition day” as defined in Section 1111(1) of the Finance Xxx 0000 of the United Kingdom, and calculated on actual/365-day basisor, if earlier, such other time at which the Company, in its absolute discretion, determines that no charge under Section 67, 70, 93 or 96 of the Finance Xxx 0000 or any similar charge (under any successor legislation) would arise as a result of such delivery or (iii) to the CREST account of such a person described in (i) or (ii). 5.8. (j) The Client shall not have Company may make changes to the right procedures set forth in this Section 2.18 to execute any sell the extent such changes are reasonably necessary, in the opinion of the Company, to effect the delivery of the Conversion Shares or buy transactions with a Person in respect Conversion Shares Offer Consideration, as applicable, to the Holders and Beneficial Owners of the Securities, unless the Agent acts as a party to such transactions.

Settlement Procedure. 5.1. Not later than (a) Delivery of the next Business Day following Conversion Shares or Conversion Shares Offer Consideration, as applicable, to the Trade Holders and Beneficial Owners of the Securities shall be made in accordance with the procedures set forth in this Section 2.11, which remain subject to change to reflect changes in clearing system practices. (b) The Conversion Shares Offer Notice shall specify the Suspension Date. (c) On the Suspension Date, the Agent Company shall prepare and deliver deliver, to the Client or instruct its appointee to prepare Trustee directly and deliver to the Client an appropriate Trade Confirmation Holders and of the Global Securities via DTC (or, if the Securities are definitive Securities, by cheque mailed to the Holders at their addresses shown on the Contingent Convertible Security Register) a Conversion Shares Settlement Request Notice, pursuant to which the Company shall request that Holders and Beneficial Owners complete a Conversion Shares Settlement Notice and shall specify the Notice Cut-off Date and the Final Cancellation Date. (d) Holders and Beneficial Owners (or the custodian, nominee, broker or other representative thereof) shall not receive delivery of the relevant Conversion Shares or Conversion Shares Component, as applicable, unless such Holders or Beneficial Owners (or the custodian, nominee, broker or other representative thereof) deliver the applicable Conversion Shares Settlement Notice to the Conversion Shares Depository on or before the Notice Cut-off Date; provided that, if such delivery is made after the end of normal business hours at the specified office of the Conversion Shares Depository, such delivery shall be deemed for all purposes to have been made or given on the next following Business Day. (e) With respect to any Global Securities, the Conversion Shares Settlement Notice must be given in accordance with Section 18.1 the standard procedures of this Agreement. 5.2DTC (which may include, without limitation, delivery of the notice to the Conversion Shares Depository by electronic means) and in a form acceptable to DTC and the Conversion Shares Depository. When purchasing With respect to any definitive Securities, the Client shall transfer or otherwise ensure Conversion Shares Settlement Notice must be delivered to the availability specified office of the Payment Amount in Conversion Shares Depository together with the bank account relevant Securities. (f) Subject to satisfaction of the Agent no later than 10 am requirements and limitations set forth in this Section 2.11 and provided that the Conversion Shares Settlement Notice and the relevant Securities, if applicable, are delivered on or before the Notice Cut-Off Date, the Conversion Shares Depository shall deliver the relevant Conversion Shares (Tbilisi timerounded down to the nearest whole number of Conversion Shares) or Conversion Shares Component (rounded down to the nearest whole number of Conversion Shares), as applicable, to the Holder or Beneficial Owner (or custodian, nominee, broker or other representative thereof) of the relevant Securities completing the relevant Conversion Shares Settlement Notice or its nominee in accordance with the instructions given in such Conversion Shares Settlement Notice on the day applicable Settlement Date. (g) Each Conversion Shares Settlement Notice shall be irrevocable. The Conversion Shares Depository shall determine, in its sole and absolute discretion, whether any Conversion Shares Settlement Notice has been properly completed and delivered, and such determination shall be conclusive and binding on the relevant Holder or Beneficial Owner. If any Holder or Beneficial Owner fails to properly complete and deliver a Conversion Shares Settlement Notice and the relevant Securities, if applicable, the Conversion Shares Depository shall be entitled to treat such Conversion Shares Settlement Notice as null and void. (h) Neither the Company, nor any member of the trade. AlternativelyGroup shall be liable for any stamp duty, stamp duty reserve tax, or any other capital, issue, transfer, registration, financial transaction or documentary tax that may arise or be paid as a consequence of the delivery of Conversion Shares or Conversion Shares Component, as applicable, which tax shall be borne solely by the Holder, Beneficial Owner or, if different, the Client shall instruct person to whom the Agent to debit the AccountConversion Shares or that portion, providedif any, howeverof any Conversion Shares Offer Consideration consisting of Conversion Shares, that there as applicable, is sufficient amount of the Funds in the Account. Appropriate Instructions to debit the Account shall also be communicated to the Agent. In the absence of such instructions, the Agent shall have the right to debit the Account and the Client shall be deemed to have given such Instructionsdelivered. 5.3. (i) The Securities so acquired by the Client under this Agreement shall be registered by the Agent Conversion Shares and transferred to the Account on the Settlement Date specified in the Trade Confirmation. However, it is hereby agreed and acknowledged by the Client, that the Agent may delay its performance of these obligations in the event that proper arrangements for the extension of the credit or prepayment have not been made by the Parties, or subject to the arrangements of the Agent with a third Person acting as a broker/dealer, depository institution, clearing system or custodian for the Agent. 5.4. When selling Securities pursuant to the Client’s Instructions, the Agent shall transfer or ensure the transfer of the Payment Amount pursuant to the terms of the Trade Confirmation to the Account on the Settlement Date specified in the Trade Confirmation or within a period not exceeding three (3) Business Days after the date of receipt of the Payment Amount by the Agent from the third Person, acting as broker/dealer, depository institution, clearing system or custodian for the Agent, provided, however, that there are sufficient Securities in the Account or proper arrangements for the extension of credit or prepayment have been made by the Parties. Therefore, the Client shall instruct the Agent to credit the Account in respect of the Funds due to the Client and debit the Account in respect of the Securities due to third Person. Appropriate Instructions to credit and debit the Account shall be given in an appropriate Trade Confirmation. In the absence of such Instructions, the Agent shall have the right to credit or debit the Account and the Client shall be deemed to have given such Instructions. 5.5. All payments due to the Parties subject to the terms and conditions hereof shall be made pursuant to the provisions of Section 6 of this Agreement, unless otherwise agreed by the Parties. 5.6. Any operation in respect of the Services, including Depository and other Services as specified in the Schedule, shall be performed within a time period agreed upon by the Parties, provided, however, that the Client has provided the Agent in a timely manner with documents or Instructions necessary to render the Services. If the Parties fail to establish a time period, the Agent shall perform the Services as soon as circumstances reasonably permit. In any case, the Client agrees that the Services shall be rendered by the Agent subject and pursuant to arrangements with a third Person, acting as a depository institution, clearing system or custodian for the Agent. 5.7. The Agent Conversion Shares Component shall not be liable available for performance delivery (i) to, or to a nominee for, Euroclear or Clearstream, Luxembourg or any other person providing a clearance service within the meaning of Section 96 of the Finance Xxx 0000 of the United Kingdom or (ii) to a person, or nominee or agent for a person, whose business is or includes issuing depository receipts within the meaning of Section 93 of the Finance Xxx 0000 of the United Kingdom, in each case at any Instructions or executed Trade Confirmations, unless the Client has ensured the availability of sufficient amount of Funds and/or Securities in the Account. Herewith, the Parties have agreed, that upon time prior agreement between the Parties, the Agent may provide the Client with the funds or securities on credit, provided, however, that such relations may be subject to an additional written agreement or agreements between the Parties. Without prejudice to the other provisions of this Agreement, in the event the Agent agrees to provide the Client with any funds and/or securities on credit, the Client shall additionally pay the Agent the Financing Cost applied on the amount of such funds and/or securities, “abolition day” as defined in Section 1111(1) of the Finance Xxx 0000 of the United Kingdom, and calculated on actual/365-day basisor, if earlier, such other time at which the Company, in its absolute discretion, determines that no charge under Section 67, 70, 93 or 96 of the Finance Xxx 0000 or any similar charge (under any successor legislation) would arise as a result of such delivery or (iii) to the CREST account of such a person described in (i) or (ii). 5.8. (j) The Client shall not have Company may make changes to the right procedures set forth in this Section 2.11 to execute any sell the extent such changes are reasonably necessary, in the opinion of the Company, to effect the delivery of the Conversion Shares or buy transactions with a Person in respect Conversion Shares Offer Consideration, as applicable, to the Holders and Beneficial Owners of the Securities, unless the Agent acts as a party to such transactions.

Settlement Procedure. 5.1. Not later than (a) Delivery of the next Business Day following Settlement Shares, or, if the Trade Holder elects, ADSs or the Alternative Consideration, as applicable, to the Holders and Beneficial Owners shall be made in accordance with the procedures set forth in this ‎Section 3.19, which remain subject to change to reflect changes in DTC practices and the Company may make changes to the procedures set forth in this ‎Section 3.19 to the extent necessary, in the opinion of the Company, to reflect such changes in DTC practices. (b) The Settlement Shares Offer Notice shall specify the Suspension Date, provided that the Suspension Date has not previously been specified in the Conversion Trigger Notice. (c) On the Suspension Date, the Agent Company shall prepare and deliver deliver, to the Client or instruct its appointee Trustee directly and to prepare and deliver DTC as the Holder of the Global Securities (or, if the Contingent Capital Notes are in definitive form, to the Client an appropriate Trade Confirmation Holders directly at their addresses shown on the Contingent Convertible Security Register), a Settlement Request Notice, pursuant to which the Company shall request that Holders and Beneficial Owners complete a Settlement Notice and shall specify the Notice Cut-off Date and the Final Cancellation Date. (d) Holders and Beneficial Owners (or the custodian, nominee, broker or other representative thereof) shall not receive delivery of the relevant Settlement Shares, or, if the Holder elects, ADSs or the Alternative Consideration, as applicable, unless such Holders or Beneficial Owners (or the custodian, nominee, broker or other representative thereof) deliver the Settlement Notice to the Settlement Share Depository on or before the Notice Cut-off Date; provided that, if such delivery is made after the end of normal business hours at the specified office of the Settlement Share Depository, such delivery shall be deemed for all purposes to have been made or given on the next following Business Day. (e) If the Contingent Capital Notes are held through DTC, the Settlement Notice must be given in accordance with Section 18.1 the standard procedures of this AgreementDTC (which may include, without limitation, delivery of the notice to the Settlement Share Depository by electronic means) and in a form acceptable to DTC and the Settlement Share Depository. With respect to any Contingent Capital Notes held in definitive form, the Settlement Notice must be delivered to the specified office of the Settlement Share Depository together with the relevant Contingent Capital Notes. 5.2. When purchasing Securities(f) Subject to satisfaction of the requirements and limitations set forth in this ‎Section 3.19 and provided that the Settlement Notice and the relevant Contingent Capital Notes, if applicable, are delivered on or before the Notice Cut-Off Date, the Client Settlement Share Depository shall transfer deliver the relevant Alternative Consideration or otherwise ensure Settlement Shares (rounded down to the availability nearest whole number of Settlement Shares) to, or shall deposit such relevant Settlement Shares with the ADS Depository on behalf of, the relevant Holder or Beneficial Owner (or custodian, nominee, broker or other representative thereof) of the Payment Amount relevant Contingent Capital Notes completing the relevant Settlement Notice in accordance with the bank account instructions given in such Settlement Notice or its nominee on the applicable Settlement Date. (g) Each Settlement Notice shall be irrevocable. The Settlement Share Depository shall determine, in its sole and absolute discretion, whether any Settlement Notice has been properly completed and delivered, and such determination shall be conclusive and binding on the relevant Holder or Beneficial Owner. If any Holder or Beneficial Owner fails to properly complete and deliver a Settlement Notice and the relevant Contingent Capital Notes, if applicable, the Settlement Share Depository shall be entitled to treat such Settlement Notice as null and void. (h) Neither the Company nor any member of the Agent no later than 10 am Group shall pay any taxes or duties (Tbilisi timeincluding without limitation, any stamp duty, stamp duty reserve tax, or any other capital issue, transfer, registration, financial transaction or documentary tax or duty) on the day arising upon Automatic Conversion or that may arise or be paid as a consequence of the tradeissue and delivery of Settlement Shares to the Settlement Share Depository or in connection with the issue of ADSs. AlternativelyA Holder or Beneficial Owner must pay any taxes or duties (including without limitation, any stamp duty, stamp duty reserve tax, or any other capital issue, transfer, registration, financial transaction or documentary tax or duty) arising upon Automatic Conversion in connection with the issue and delivery of the Settlement Shares to the Settlement Share Depository and/or the issue of ADSs and such Holder or Beneficial Owner must pay all, if any, such taxes or duties (including without limitation, any stamp duty, stamp duty reserve tax, or any other capital issue, transfer, registration, financial transaction or documentary tax or duty) arising by reference to any disposal or deemed disposal of such Holders or Beneficial Owner’s Contingent Capital Note or interest therein. Any taxes and duties (including without limitation, any stamp duty, stamp duty reserves tax, or any other capital issue, transfer, registration, financial transaction or documentary tax or duty) arising on delivery or transfer of Settlement Shares to a purchaser in any Settlement Shares Offer shall be payable by the relevant purchaser of those Settlement Shares. (i) Except to the extent a Holder or Beneficial Owner has elected to receive ADSs, the Client shall instruct the Agent to debit the Account, provided, however, that there is sufficient amount of the Funds in the Account. Appropriate Instructions to debit the Account shall also be communicated to the Agent. In the absence of such instructions, the Agent shall have the right to debit the Account Settlement Shares (and the Client shall be deemed to have given such Instructions. 5.3. The Securities so acquired by the Client under this Agreement shall be registered by the Agent and transferred to the Account on the Settlement Date specified in the Trade Confirmation. HoweverShare Component, it is hereby agreed and acknowledged by the Clientif any, that the Agent may delay its performance of these obligations in the event that proper arrangements for the extension of the credit or prepayment have not been made by the Parties, or subject to the arrangements of the Agent with a third Person acting as a broker/dealer, depository institution, clearing system or custodian for the Agent. 5.4. When selling Securities pursuant to the Client’s Instructions, the Agent shall transfer or ensure the transfer of the Payment Amount pursuant to the terms of the Trade Confirmation to the Account on the Settlement Date specified in the Trade Confirmation or within a period not exceeding three (3any Alternative Consideration) Business Days after the date of receipt of the Payment Amount by the Agent from the third Person, acting as broker/dealer, depository institution, clearing system or custodian for the Agent, provided, however, that there are sufficient Securities in the Account or proper arrangements for the extension of credit or prepayment have been made by the Parties. Therefore, the Client shall instruct the Agent to credit the Account in respect of the Funds due to the Client and debit the Account in respect of the Securities due to third Person. Appropriate Instructions to credit and debit the Account shall be given in an appropriate Trade Confirmation. In the absence of such Instructions, the Agent shall have the right to credit or debit the Account and the Client shall be deemed to have given such Instructions. 5.5. All payments due to the Parties subject to the terms and conditions hereof shall be made pursuant to the provisions of Section 6 of this Agreement, unless otherwise agreed by the Parties. 5.6. Any operation in respect of the Services, including Depository and other Services as specified in the Schedule, shall be performed within a time period agreed upon by the Parties, provided, however, that the Client has provided the Agent in a timely manner with documents or Instructions necessary to render the Services. If the Parties fail to establish a time period, the Agent shall perform the Services as soon as circumstances reasonably permit. In any case, the Client agrees that the Services shall be rendered by the Agent subject and pursuant to arrangements with a third Person, acting as a depository institution, clearing system or custodian for the Agent. 5.7. The Agent shall not be liable available for performance delivery (i) to, or to a nominee for any person providing a clearance service within the meaning of any Instructions Section 96 of the Finance Acx 0000 xf the United Kingdom (which would include delivery into Euroclear or executed Trade ConfirmationsClearstream, unless the Client has ensured the availability of sufficient amount of Funds and/or Securities in the Account. HerewithLuxembourg, the Parties have agreedbut not, that upon prior agreement between the Parties, the Agent may provide the Client with the funds or securities on credit, provided, however, that such relations may be subject to an additional written agreement (iii) below, delivery into CREST) or agreements between (ii) to a person, or nominee or agent for a person, whose business is or includes issuing depository receipts within the Parties. Without prejudice meaning of Section 93 of the Finance Acx 0000 xf the United Kingdom, in each case at any time prior to the other provisions of this Agreement, in the event the Agent agrees to provide the Client with any funds and/or securities on credit, the Client shall additionally pay the Agent the Financing Cost applied on the amount of such funds and/or securities, “abolition day” as defined in Section 1111(1) of the Finance Acx 0000 xf the United Kingdom, and calculated on actual/365-day basisor (iii) to the CREST account of such a person described in ‎(i) or ‎(ii). 5.8. (j) The Client shall not have Company may make changes to the right procedures set forth in this ‎Section 3.19 to execute any sell or buy transactions with a Person the extent such changes are reasonably necessary, in respect the opinion of the SecuritiesCompany, unless to effect the Agent acts delivery of the Settlement Shares or, if the Holder elects, ADSs, as a party applicable, to such transactionsthe Holders and Beneficial Owners.

Settlement Procedure. 5.1. Not later than (a) Delivery of the next Business Day following Settlement Shares, or, if the Trade Holder elects, ADSs or the Alternative Consideration, as applicable, to the Holders and Beneficial Owners shall be made in accordance with the procedures set forth in this ‎Section 3.18, which remain subject to change to reflect changes in DTC practices and the Company may make changes to the procedures set forth in this ‎Section 3.18 to the extent necessary, in the opinion of the Company, to reflect such changes in DTC practices. (b) The Settlement Shares Offer Notice shall specify the Suspension Date, provided that the Suspension Date has not previously been specified in the Conversion Trigger Notice. (c) On the Suspension Date, the Agent Company shall prepare and deliver deliver, to the Client or instruct its appointee Trustee directly and to prepare and deliver DTC as the Holder of the Global Securities (or, if the Contingent Capital Notes are in definitive form, to the Client an appropriate Trade Confirmation Holders directly at their addresses shown on the Contingent Convertible Security Register), a Settlement Request Notice, pursuant to which the Company shall request that Holders and Beneficial Owners complete a Settlement Notice and shall specify the Notice Cut-off Date and the Final Cancellation Date. (d) Holders and Beneficial Owners (or the custodian, nominee, broker or other representative thereof) shall not receive delivery of the relevant Settlement Shares, or, if the Holder elects, ADSs or the Alternative Consideration, as applicable, unless such Holders or Beneficial Owners (or the custodian, nominee, broker or other representative thereof) deliver the Settlement Notice to the Settlement Share Depository on or before the Notice Cut-off Date; provided that, if such delivery is made after the end of normal business hours at the specified office of the Settlement Share Depository, such delivery shall be deemed for all purposes to have been made or given on the next following Business Day. (e) If the Contingent Capital Notes are held through DTC, the Settlement Notice must be given in accordance with Section 18.1 the standard procedures of this AgreementDTC (which may include, without limitation, delivery of the notice to the Settlement Share Depository by electronic means) and in a form acceptable to DTC and the Settlement Share Depository. With respect to any Contingent Capital Notes held in definitive form, the Settlement Notice must be delivered to the specified office of the Settlement Share Depository together with the relevant Contingent Capital Notes. 5.2. When purchasing Securities(f) Subject to satisfaction of the requirements and limitations set forth in this ‎Section 3.18 and provided that the Settlement Notice and the relevant Contingent Capital Notes, if applicable, are delivered on or before the Notice Cut-Off Date, the Client Settlement Share Depository shall transfer deliver the relevant Alternative Consideration or otherwise ensure Settlement Shares (rounded down to the availability nearest whole number of Settlement Shares) to, or shall deposit such relevant Settlement Shares with the ADS Depository on behalf of, the relevant Holder or Beneficial Owner (or custodian, nominee, broker or other representative thereof) of the Payment Amount relevant Contingent Capital Notes completing the relevant Settlement Notice in accordance with the bank account instructions given in such Settlement Notice or its nominee on the applicable Settlement Date. (g) Each Settlement Notice shall be irrevocable. The Settlement Share Depository shall determine, in its sole and absolute discretion, whether any Settlement Notice has been properly completed and delivered, and such determination shall be conclusive and binding on the relevant Holder or Beneficial Owner. If any Holder or Beneficial Owner fails to properly complete and deliver a Settlement Notice and the relevant Contingent Capital Notes, if applicable, the Settlement Share Depository shall be entitled to treat such Settlement Notice as null and void. (h) Neither the Company nor any member of the Agent no later than 10 am Group shall pay any taxes or duties (Tbilisi timeincluding without limitation, any stamp duty, stamp duty reserve tax, or any other capital issue, transfer, registration, financial transaction or documentary tax or duty) on the day arising upon Automatic Conversion or that may arise or be paid as a consequence of the tradeissue and delivery of Settlement Shares to the Settlement Share Depository or in connection with the issue of ADSs. AlternativelyA Holder or Beneficial Owner must pay any taxes or duties (including without limitation, any stamp duty, stamp duty reserve tax, or any other capital issue, transfer, registration, financial transaction or documentary tax or duty) arising upon Automatic Conversion in connection with the issue and delivery of the Settlement Shares to the Settlement Share Depository and/or the issue of ADSs and such Holder or Beneficial Owner must pay all, if any, such taxes or duties (including without limitation, any stamp duty, stamp duty reserve tax, or any other capital issue, transfer, registration, financial transaction or documentary tax or duty) arising by reference to any disposal or deemed disposal of such Holders or Beneficial Owner’s Contingent Capital Note or interest therein. Any taxes and duties (including without limitation, any stamp duty, stamp duty reserves tax, or any other capital issue, transfer, registration, financial transaction or documentary tax or duty) arising on delivery or transfer of Settlement Shares to a purchaser in any Settlement Shares Offer shall be payable by the relevant purchaser of those Settlement Shares. (i) Except to the extent a Holder or Beneficial Owner has elected to receive ADSs, the Client shall instruct the Agent to debit the Account, provided, however, that there is sufficient amount of the Funds in the Account. Appropriate Instructions to debit the Account shall also be communicated to the Agent. In the absence of such instructions, the Agent shall have the right to debit the Account Settlement Shares (and the Client shall be deemed to have given such Instructions. 5.3. The Securities so acquired by the Client under this Agreement shall be registered by the Agent and transferred to the Account on the Settlement Date specified in the Trade Confirmation. HoweverShare Component, it is hereby agreed and acknowledged by the Clientif any, that the Agent may delay its performance of these obligations in the event that proper arrangements for the extension of the credit or prepayment have not been made by the Parties, or subject to the arrangements of the Agent with a third Person acting as a broker/dealer, depository institution, clearing system or custodian for the Agent. 5.4. When selling Securities pursuant to the Client’s Instructions, the Agent shall transfer or ensure the transfer of the Payment Amount pursuant to the terms of the Trade Confirmation to the Account on the Settlement Date specified in the Trade Confirmation or within a period not exceeding three (3any Alternative Consideration) Business Days after the date of receipt of the Payment Amount by the Agent from the third Person, acting as broker/dealer, depository institution, clearing system or custodian for the Agent, provided, however, that there are sufficient Securities in the Account or proper arrangements for the extension of credit or prepayment have been made by the Parties. Therefore, the Client shall instruct the Agent to credit the Account in respect of the Funds due to the Client and debit the Account in respect of the Securities due to third Person. Appropriate Instructions to credit and debit the Account shall be given in an appropriate Trade Confirmation. In the absence of such Instructions, the Agent shall have the right to credit or debit the Account and the Client shall be deemed to have given such Instructions. 5.5. All payments due to the Parties subject to the terms and conditions hereof shall be made pursuant to the provisions of Section 6 of this Agreement, unless otherwise agreed by the Parties. 5.6. Any operation in respect of the Services, including Depository and other Services as specified in the Schedule, shall be performed within a time period agreed upon by the Parties, provided, however, that the Client has provided the Agent in a timely manner with documents or Instructions necessary to render the Services. If the Parties fail to establish a time period, the Agent shall perform the Services as soon as circumstances reasonably permit. In any case, the Client agrees that the Services shall be rendered by the Agent subject and pursuant to arrangements with a third Person, acting as a depository institution, clearing system or custodian for the Agent. 5.7. The Agent shall not be liable available for performance delivery (14) to, or to a nominee for any person providing a clearance service within the meaning of any Instructions Section 96 of the Finance Xxx 0000 of the United Kingdom (which would include delivery into Euroclear or executed Trade ConfirmationsClearstream, unless the Client has ensured the availability of sufficient amount of Funds and/or Securities in the Account. HerewithLuxembourg, the Parties have agreedbut not, that upon prior agreement between the Parties, the Agent may provide the Client with the funds or securities on credit, provided, however, that such relations may be subject to an additional written agreement (iii) below, delivery into CREST) or agreements between (15) to a person, or nominee or agent for a person, whose business is or includes issuing depository receipts within the Parties. Without prejudice meaning of Section 93 of the Finance Xxx 0000 of the United Kingdom, in each case at any time prior to the other provisions of this Agreement, in the event the Agent agrees to provide the Client with any funds and/or securities on credit, the Client shall additionally pay the Agent the Financing Cost applied on the amount of such funds and/or securities, “abolition day” as defined in Section 1111(1) of the Finance Xxx 0000 of the United Kingdom, and calculated on actual/365-day basisor (16) to the CREST account of such a person described in ‎(i) or ‎(ii). 5.8. (j) The Client shall not have Company may make changes to the right procedures set forth in this ‎Section 3.18 to execute any sell or buy transactions with a Person the extent such changes are reasonably necessary, in respect the opinion of the SecuritiesCompany, unless to effect the Agent acts delivery of the Settlement Shares or, if the Holder elects, ADSs, as a party applicable, to such transactionsthe Holders and Beneficial Owners.

Settlement Procedure. 5.1. Not later than (a) Delivery of the next Business Day following Settlement Shares, ADSs or Alternative Consideration, as applicable, to the Trade Holders and Beneficial Owners of the Additional Tier 1 Securities shall be made in accordance with the procedures set forth in this Section 2.17, which remain subject to change to reflect changes in DTC practices. (b) The Settlement Shares Offer Notice shall specify the Suspension Date, provided that the Suspension Date has not previously been specified in the Conversion Trigger Notice. (c) On the Suspension Date, the Agent Company shall prepare and deliver deliver, to the Client or instruct its appointee Trustee directly and to prepare and deliver DTC as the Holder of the Global Securities (or, if the Additional Tier 1 Securities are in definitive form, to the Client an appropriate Trade Confirmation Holders at their addresses shown on the Capital Securities Register) a Settlement Request Notice, pursuant to which the Company shall request that Holders and Beneficial Owners complete a Settlement Notice and shall specify the Notice Cut-off Date and the Final Cancellation Date. (d) Holders and Beneficial Owners (or the custodian, nominee, broker or other representative thereof) shall not receive delivery of the relevant Settlement Shares, ADSs or Alternative Consideration, as applicable, unless such Holders or Beneficial Owners (or the custodian, nominee, broker or other representative thereof) deliver the Settlement Notice to the Settlement Share Depository on or before the Notice Cut-off Date; provided that, if such delivery is made after the end of normal business hours at the specified office of the Settlement Share Depository, such delivery shall be deemed for all purposes to have been made or given on the next following Business Day. (e) If the Additional Tier 1 Securities are held through DTC, the Settlement Notice must be given in accordance with Section 18.1 the standard procedures of this AgreementDTC (which may include, without limitation, delivery of the notice to the Settlement Share Depository by electronic means) and in a form acceptable to DTC and the Settlement Share Depository. With respect to any Additional Tier 1 Securities held in definitive form, the Settlement Notice must be delivered to the specified office of the Settlement Share Depository together with the relevant Additional Tier 1 Securities. 5.2. When purchasing (f) Subject to satisfaction of the requirements and limitations set forth in this Section 2.17 and provided that the Settlement Notice and the relevant Additional Tier 1 Securities, if applicable, are delivered on or before the Client Notice Cut-Off Date, the Settlement Share Depository shall transfer deliver the relevant Alternative Consideration or otherwise ensure Settlement Shares (rounded down to the availability nearest whole number of Settlement Shares) to, or shall deposit such relevant Settlement Shares with the ADS Depository on behalf of, the relevant Holder or Beneficial Owner (or custodian, nominee, broker or other representative thereof) of the Payment Amount relevant Additional Tier 1 Securities completing the relevant Settlement Notice in accordance with the bank account instructions given in such Settlement Notice or its nominee on the applicable Settlement Date. (g) Each Settlement Notice shall be irrevocable. The Settlement Share Depository shall determine, in its sole and absolute discretion, whether any Settlement Notice has been properly completed and delivered, and such determination shall be conclusive and binding on the relevant Holder or Beneficial Owner. If any Holder or Beneficial Owner fails to properly complete and deliver a Settlement Notice and the relevant Additional Tier 1 Securities, if applicable, the Settlement Share Depository shall be entitled to treat such Settlement Notice as null and void. (h) Neither the Company nor any member of the Agent no later than 10 am (Tbilisi time) on the day Group shall pay any taxes or capital, stamp, issue and registration or transfer taxes or duties arising upon Automatic Conversion or that may arise or be paid as a consequence of the tradeissue and delivery of Settlement Shares to the Settlement Share Depository. AlternativelyA Holder or Beneficial Owner must pay any taxes and capital, stamp, issue and registration and transfer taxes or duties arising upon Automatic Conversion in connection with the Client shall instruct the Agent to debit the Account, provided, however, that there is sufficient amount issue and delivery of the Funds in the Account. Appropriate Instructions to debit the Account shall also be communicated Settlement Shares to the Agent. In the absence Settlement Share Depository and such Holder or Beneficial Owner must pay all, if any, such taxes or duties arising by reference to any disposal or deemed disposal of such instructionsHolders or Beneficial Owner’s Additional Tier 1 Security or interest therein. Any taxes and capital, stamp, issue and registration and transfer taxes or duties arising on delivery or transfer of Settlement Shares to a purchaser in any Settlement Shares Offer shall be payable by the Agent shall have the right to debit the Account relevant purchaser of those Settlement Shares. (i) The Settlement Shares (and the Client shall be deemed to have given such Instructions. 5.3. The Securities so acquired by the Client under this Agreement shall be registered by the Agent Settlement Share Component, if any, of any Alternative Consideration) and transferred to the Account on the Settlement Date specified in the Trade Confirmation. However, it is hereby agreed and acknowledged by the Client, that the Agent may delay its performance of these obligations in the event that proper arrangements for the extension of the credit or prepayment have not been made by the Parties, or subject to the arrangements of the Agent with a third Person acting as a broker/dealer, depository institution, clearing system or custodian for the Agent. 5.4. When selling Securities pursuant to the Client’s Instructions, the Agent shall transfer or ensure the transfer of the Payment Amount pursuant to the terms of the Trade Confirmation to the Account on the Settlement Date specified in the Trade Confirmation or within a period not exceeding three (3) Business Days after the date of receipt of the Payment Amount by the Agent from the third Person, acting as broker/dealer, depository institution, clearing system or custodian for the Agent, provided, however, that there are sufficient Securities in the Account or proper arrangements for the extension of credit or prepayment have been made by the Parties. Therefore, the Client shall instruct the Agent to credit the Account in respect of the Funds due to the Client and debit the Account in respect of the Securities due to third Person. Appropriate Instructions to credit and debit the Account shall be given in an appropriate Trade Confirmation. In the absence of such Instructions, the Agent shall have the right to credit or debit the Account and the Client shall be deemed to have given such Instructions. 5.5. All payments due to the Parties subject to the terms and conditions hereof shall be made pursuant to the provisions of Section 6 of this Agreement, unless otherwise agreed by the Parties. 5.6. Any operation in respect of the Services, including Depository and other Services as specified in the Schedule, shall be performed within a time period agreed upon by the Parties, provided, however, that the Client has provided the Agent in a timely manner with documents or Instructions necessary to render the Services. If the Parties fail to establish a time period, the Agent shall perform the Services as soon as circumstances reasonably permit. In any case, the Client agrees that the Services shall be rendered by the Agent subject and pursuant to arrangements with a third Person, acting as a depository institution, clearing system or custodian for the Agent. 5.7. The Agent ADSs shall not be liable available for performance delivery (i) to, or to a nominee for, Euroclear or Clearstream, Luxembourg or any other person providing a clearance service within the meaning of Section 96 of the Finance Xxx 0000 of the United Kingdom or (ii) to a person, or nominee or agent for a person, whose business is or includes issuing depository receipts within the meaning of Section 93 of the Finance Xxx 0000 of the United Kingdom, in each case at any Instructions or executed Trade Confirmations, unless the Client has ensured the availability of sufficient amount of Funds and/or Securities in the Account. Herewith, the Parties have agreed, that upon time prior agreement between the Parties, the Agent may provide the Client with the funds or securities on credit, provided, however, that such relations may be subject to an additional written agreement or agreements between the Parties. Without prejudice to the other provisions of this Agreement, in the event the Agent agrees to provide the Client with any funds and/or securities on credit, the Client shall additionally pay the Agent the Financing Cost applied on the amount of such funds and/or securities, “abolition day” as defined in Section 1111(1) of the Finance Xxx 0000 of the United Kingdom, and calculated on actual/365-day basisor (iii) to the CREST account of such a person described in (i) or (ii). 5.8. (j) The Client shall not have Company may make changes to the right procedures set forth in this Section 2.17 to execute any sell or buy transactions with a Person the extent such changes are reasonably necessary, in respect the opinion of the Company, to effect the delivery of the Settlement Shares or ADSs, as applicable, to the Holders and Beneficial Owners of the Additional Tier 1 Securities, unless the Agent acts as a party to such transactions.

Settlement Procedure. 5.1. Not later than (a) Delivery of the next Business Day following Conversion Shares or Conversion Shares Offer Consideration, as applicable, to the Trade Holders and Beneficial Owners of the Securities shall be made in accordance with the procedures set forth in this Section 2.11, which remain subject to change to reflect changes in clearing system practices. (b) The Conversion Shares Offer Notice shall specify the Suspension Date. (c) On the Suspension Date, the Agent Company shall prepare and deliver deliver, to the Client or instruct its appointee to prepare Trustee directly and deliver to the Client an appropriate Trade Confirmation Holders and of the Global Securities via DTC (or, if the Securities are definitive Securities, by cheque mailed to the Holders at their addresses shown on the Contingent Convertible Security Register) a Conversion Shares Settlement Request Notice, pursuant to which the Company shall request that Holders and Beneficial Owners complete a Conversion Shares Settlement Notice and shall specify the Notice Cut-off Date and the Final Cancellation Date. (d) Holders and Beneficial Owners (or the custodian, nominee, broker or other representative thereof) shall not receive delivery of the relevant Conversion Shares or Conversion Shares Component, as applicable, unless such Holders or Beneficial Owners (or the custodian, nominee, broker or other representative thereof) deliver the applicable Conversion Shares Settlement Notice to the Conversion Shares Depository on or before the Notice Cut-off Date; provided that, if such delivery is made after the end of normal business hours at the specified office of the Conversion Shares Depository, such delivery shall be deemed for all purposes to have been made or given on the next following Business Day. (e) With respect to any Global Securities, the Conversion Shares Settlement Notice must be given in accordance with Section 18.1 the standard procedures of this Agreement. 5.2DTC (which may include, without limitation, delivery of the notice to the Conversion Shares Depository by electronic means) and in a form acceptable to DTC and the Conversion Shares Depository. When purchasing With respect to any definitive Securities, the Client shall transfer or otherwise ensure Conversion Shares Settlement Notice must be delivered to the availability specified office of the Payment Amount in Conversion Shares Depository together with the bank account relevant Securities. (f) Subject to satisfaction of the Agent no later than 10 am requirements and limitations set forth in this Section 2.11 and provided that the Conversion Shares Settlement Notice and the relevant Securities, if applicable, are delivered on or before the Notice Cut-Off Date, the Conversion Shares Depository shall deliver the relevant Conversion Shares (Tbilisi timerounded down to the nearest whole number of Conversion Shares) or Conversion Shares Component (rounded down to the nearest whole number of Conversion Shares), as applicable, to the Holder or Beneficial Owner (or custodian, nominee, broker or other representative thereof) of the relevant Securities completing the relevant Conversion Shares Settlement Notice or its nominee in accordance with the instructions given in such Conversion Shares Settlement Notice on the day applicable Conversion Shares Settlement Date. (g) Each Conversion Shares Settlement Notice shall be irrevocable. The Conversion Shares Depository shall determine, in its sole and absolute discretion, whether any Conversion Shares Settlement Notice has been properly completed and delivered, and such determination shall be conclusive and binding on the relevant Holder or Beneficial Owner. If any Holder or Beneficial Owner fails to properly complete and deliver a Conversion Shares Settlement Notice and the relevant Securities, if applicable, the Conversion Shares Depository shall be entitled to treat such Conversion Shares Settlement Notice as null and void. (h) Neither the Company, nor any member of the trade. AlternativelyGroup shall be liable for any stamp duty, stamp duty reserve tax, or any other capital, issue, transfer, registration, financial transaction or documentary tax that may arise or be paid as a consequence of the delivery of Conversion Shares or Conversion Shares Component, as applicable, which tax shall be borne solely by the Holder, Beneficial Owner or, if different, the Client shall instruct person to whom the Agent to debit the AccountConversion Shares or that portion, providedif any, howeverof any Conversion Shares Offer Consideration consisting of Conversion Shares, that there as applicable, is sufficient amount of the Funds in the Account. Appropriate Instructions to debit the Account shall also be communicated to the Agent. In the absence of such instructions, the Agent shall have the right to debit the Account and the Client shall be deemed to have given such Instructionsdelivered. 5.3. (i) The Securities so acquired by the Client under this Agreement shall be registered by the Agent Conversion Shares and transferred to the Account on the Settlement Date specified in the Trade Confirmation. However, it is hereby agreed and acknowledged by the Client, that the Agent may delay its performance of these obligations in the event that proper arrangements for the extension of the credit or prepayment have not been made by the Parties, or subject to the arrangements of the Agent with a third Person acting as a broker/dealer, depository institution, clearing system or custodian for the Agent. 5.4. When selling Securities pursuant to the Client’s Instructions, the Agent shall transfer or ensure the transfer of the Payment Amount pursuant to the terms of the Trade Confirmation to the Account on the Settlement Date specified in the Trade Confirmation or within a period not exceeding three (3) Business Days after the date of receipt of the Payment Amount by the Agent from the third Person, acting as broker/dealer, depository institution, clearing system or custodian for the Agent, provided, however, that there are sufficient Securities in the Account or proper arrangements for the extension of credit or prepayment have been made by the Parties. Therefore, the Client shall instruct the Agent to credit the Account in respect of the Funds due to the Client and debit the Account in respect of the Securities due to third Person. Appropriate Instructions to credit and debit the Account shall be given in an appropriate Trade Confirmation. In the absence of such Instructions, the Agent shall have the right to credit or debit the Account and the Client shall be deemed to have given such Instructions. 5.5. All payments due to the Parties subject to the terms and conditions hereof shall be made pursuant to the provisions of Section 6 of this Agreement, unless otherwise agreed by the Parties. 5.6. Any operation in respect of the Services, including Depository and other Services as specified in the Schedule, shall be performed within a time period agreed upon by the Parties, provided, however, that the Client has provided the Agent in a timely manner with documents or Instructions necessary to render the Services. If the Parties fail to establish a time period, the Agent shall perform the Services as soon as circumstances reasonably permit. In any case, the Client agrees that the Services shall be rendered by the Agent subject and pursuant to arrangements with a third Person, acting as a depository institution, clearing system or custodian for the Agent. 5.7. The Agent Conversion Shares Component shall not be liable available for performance delivery (i) to, or to a nominee for, Euroclear or Clearstream, Luxembourg or any other person providing a clearance service within the meaning of Section 96 of the Finance Xxx 0000 of the United Kingdom or (ii) to a person, or nominee or agent for a person, whose business is or includes issuing depository receipts within the meaning of Section 93 of the Finance Xxx 0000 of the United Kingdom, in each case at any Instructions or executed Trade Confirmations, unless the Client has ensured the availability of sufficient amount of Funds and/or Securities in the Account. Herewith, the Parties have agreed, that upon time prior agreement between the Parties, the Agent may provide the Client with the funds or securities on credit, provided, however, that such relations may be subject to an additional written agreement or agreements between the Parties. Without prejudice to the other provisions of this Agreement, in the event the Agent agrees to provide the Client with any funds and/or securities on credit, the Client shall additionally pay the Agent the Financing Cost applied on the amount of such funds and/or securities, “abolition day” as defined in Section 1111(1) of the Finance Xxx 0000 of the United Kingdom, and calculated on actual/365-day basisor, if earlier, such other time at which the Company, in its absolute discretion, determines that no charge under Section 67, 70, 93 or 96 of the Finance Xxx 0000 or any similar charge (under any successor legislation) would arise as a result of such delivery or (iii) to the CREST account of such a person described in (i) or (ii). 5.8. (j) The Client shall not have Company may make changes to the right procedures set forth in this Section 2.11 to execute any sell the extent such changes are reasonably necessary, in the opinion of the Company, to effect the delivery of the Conversion Shares or buy transactions with a Person in respect Conversion Shares Offer Consideration, as applicable, to the Holders and Beneficial Owners of the Securities, unless the Agent acts as a party to such transactions.

Settlement Procedure. 5.1. Not later than (a) Delivery of the next Business Day following Conversion Shares or Conversion Shares Offer Consideration, as applicable, to the Trade Holders and Beneficial Owners of the Securities shall be made in accordance with the procedures set forth in this Section 2.11, which remain subject to change to reflect changes in clearing system practices. (b) The Conversion Shares Offer Notice shall specify the Suspension Date. (c) On the Suspension Date, the Agent Company shall prepare and deliver deliver, to the Client or instruct its appointee to prepare Trustee directly and deliver to the Client an appropriate Trade Confirmation Holders and of the Securities through the Clearing Systems (or, if the Securities are definitive Securities, by cheque mailed to the Holders at their addresses shown on the Contingent Capital Security Register) a Conversion Shares Settlement Request Notice, pursuant to which the Company shall request that Holders and Beneficial Owners complete a Conversion Shares Settlement Notice and shall specify the Notice Cut-off Date and the Final Cancellation Date. (d) Holders and Beneficial Owners (or the custodian, nominee, broker or other representative thereof) shall not receive delivery of the relevant Conversion Shares or Conversion Shares Component, as applicable, unless such Holders or Beneficial Owners (or the custodian, nominee, broker or other representative thereof) deliver the applicable Conversion Shares Settlement Notice to the Conversion Shares Depository on or before the Notice Cut-off Date; provided that, if such delivery is made after the end of normal business hours at the specified office of the Conversion Shares Depository, such delivery shall be deemed for all purposes to have been made or given on the next following Business Day. (e) With respect to any Securities held through the Clearing Systems, the Conversion Shares Settlement Notice must be given in accordance with Section 18.1 the respective standard procedures of this Agreement. 5.2each of the Clearing Systems (which may include, without limitation, delivery of the notice to the Conversion Shares Depository by electronic means) and in a form acceptable to each of the Clearing Systems and the Conversion Shares Depository. When purchasing With respect to any definitive Securities, the Client shall transfer or otherwise ensure Conversion Shares Settlement Notice must be delivered to the availability specified office of the Payment Amount in Conversion Shares Depository together with the bank account relevant Securities. (f) Subject to satisfaction of the Agent no later than 10 am requirements and limitations set forth in this Section 2.11 and provided that the Conversion Shares Settlement Notice and the relevant Securities, if applicable, are delivered on or before the Notice Cut-Off Date, the Conversion Shares Depository shall deliver the relevant Conversion Shares (Tbilisi timerounded down to the nearest whole number of Conversion Shares) or Conversion Shares Component (rounded down to the nearest whole number of Conversion Shares), as applicable, to the Holder or Beneficial Owner (or custodian, nominee, broker or other representative thereof) of the relevant Securities completing the relevant Conversion Shares Settlement Notice or its nominee in accordance with the instructions given in such Conversion Shares Settlement Notice on the day applicable Settlement Date. (g) Each Conversion Shares Settlement Notice shall be irrevocable. The Conversion Shares Depository shall determine, in its sole and absolute discretion, whether any Conversion Shares Settlement Notice has been properly completed and delivered, and such determination shall be conclusive and binding on the relevant Holder or Beneficial Owner. If any Holder or Beneficial Owner fails to properly complete and deliver a Conversion Shares Settlement Notice and the relevant Securities, if applicable, the Conversion Shares Depository shall be entitled to treat such Conversion Shares Settlement Notice as null and void. (h) Neither the Company, nor any member of the trade. AlternativelyGroup shall be liable for any stamp duty, stamp duty reserve tax, or any other capital, issue, transfer, registration, financial transaction or documentary tax that may arise or be paid as a consequence of the delivery of Conversion Shares or Conversion Shares Component, as applicable, which tax shall be borne solely by the Holder, Beneficial Owner or, if different, the Client shall instruct person to whom the Agent to debit the AccountConversion Shares or that portion, providedif any, howeverof any Conversion Shares Offer Consideration consisting of Conversion Shares, that there as applicable, is sufficient amount of the Funds in the Account. Appropriate Instructions to debit the Account shall also be communicated to the Agent. In the absence of such instructions, the Agent shall have the right to debit the Account and the Client shall be deemed to have given such Instructionsdelivered. 5.3. (i) The Securities so acquired by the Client under this Agreement shall be registered by the Agent Conversion Shares and transferred to the Account on the Settlement Date specified in the Trade Confirmation. However, it is hereby agreed and acknowledged by the Client, that the Agent may delay its performance of these obligations in the event that proper arrangements for the extension of the credit or prepayment have not been made by the Parties, or subject to the arrangements of the Agent with a third Person acting as a broker/dealer, depository institution, clearing system or custodian for the Agent. 5.4. When selling Securities pursuant to the Client’s Instructions, the Agent shall transfer or ensure the transfer of the Payment Amount pursuant to the terms of the Trade Confirmation to the Account on the Settlement Date specified in the Trade Confirmation or within a period not exceeding three (3) Business Days after the date of receipt of the Payment Amount by the Agent from the third Person, acting as broker/dealer, depository institution, clearing system or custodian for the Agent, provided, however, that there are sufficient Securities in the Account or proper arrangements for the extension of credit or prepayment have been made by the Parties. Therefore, the Client shall instruct the Agent to credit the Account in respect of the Funds due to the Client and debit the Account in respect of the Securities due to third Person. Appropriate Instructions to credit and debit the Account shall be given in an appropriate Trade Confirmation. In the absence of such Instructions, the Agent shall have the right to credit or debit the Account and the Client shall be deemed to have given such Instructions. 5.5. All payments due to the Parties subject to the terms and conditions hereof shall be made pursuant to the provisions of Section 6 of this Agreement, unless otherwise agreed by the Parties. 5.6. Any operation in respect of the Services, including Depository and other Services as specified in the Schedule, shall be performed within a time period agreed upon by the Parties, provided, however, that the Client has provided the Agent in a timely manner with documents or Instructions necessary to render the Services. If the Parties fail to establish a time period, the Agent shall perform the Services as soon as circumstances reasonably permit. In any case, the Client agrees that the Services shall be rendered by the Agent subject and pursuant to arrangements with a third Person, acting as a depository institution, clearing system or custodian for the Agent. 5.7. The Agent Conversion Shares Component shall not be liable available for performance of any Instructions delivery (i) to, or executed Trade Confirmations, unless the Client has ensured the availability of sufficient amount of Funds and/or Securities in the Account. Herewithto a nominee for, the Parties have agreedClearing Systems or any other person providing a clearance service within the meaning of Section 96 of the Finance Act 1986 of the United Kingdom or (ii) to a person, that upon or nominee or agent for a person, whose business is or includes issuing depository receipts within the meaning of Section 93 of the Finance Act 1986 of the United Kingdom, in each case at any time prior agreement between the Parties, the Agent may provide the Client with the funds or securities on credit, provided, however, that such relations may be subject to an additional written agreement or agreements between the Parties. Without prejudice to the other provisions of this Agreement, in the event the Agent agrees to provide the Client with any funds and/or securities on credit, the Client shall additionally pay the Agent the Financing Cost applied on the amount of such funds and/or securities, “abolition day” as defined in Section 1111(1) of the Finance Act 1990 of the United Kingdom, and calculated on actual/365-day basisor, if earlier, such other time at which the Company, in its absolute discretion, determines that no charge under Section 67, 70, 93 or 96 of the Finance Act 1986 or any similar charge (under any successor legislation) would arise as a result of such delivery or (iii) to the CREST account of such a person described in (i) or (ii). 5.8. (j) The Client shall not have Company may make changes to the right procedures set forth in this Section 2.11 to execute any sell the extent such changes are reasonably necessary, in the opinion of the Company, to effect the delivery of the Conversion Shares or buy transactions with a Person in respect Conversion Shares Offer Consideration, as applicable, to the Holders and Beneficial Owners of the Securities, unless the Agent acts as a party to such transactions.

Settlement Procedure. 5.1(a) Delivery of the Conversion Shares to the Holders of the Converted Notes will be made in accordance with the Applicable Procedures and the clearing system practices, and in accordance with the following procedures. Not later than The procedures set forth in this section are subject to (i) change to reflect changes in clearing system practices and (ii) the next provisions described under Section 4.4 (Conversion Shares Offer). The Trustee is not responsible for monitoring changes in the clearing system practices. (b) The Conversion Shares will be delivered to Holders of the Converted Notes in uncertificated form through the TASECH, unless the Conversion Shares are not a participating security in the TASECH at the relevant time, in which case the Conversion Shares will either be delivered in the form of the relevant clearing system in which the Conversion Shares are a participating security or in certificated form, as notified by the Issuer to the Holders. The Conversion Shares will be delivered to the Nominee Company and be credited through the TASECH to the TASECH members. (c) In addition to the Automatic Conversion Notice, within four (4) Business Day Days following the Trade Conversion Date, the Agent Issuer shall prepare and deliver a Conversion Procedure Notice to the Client or instruct its appointee to prepare Trustee directly and deliver to the Client an appropriate Trade Confirmation Holders of the Notes via the ISA’s website (Magna) and the TASE announcement system (MAYA). (d) The Conversion Procedure Notice shall specify the Suspension Date. On the Suspension Date, the TASECH shall suspend all clearance and settlement of transactions in the Notes. As a result, Holders of the Notes will not be able to settle the transfer of any Notes following the Suspension Date, and any sale or other transfer of the Notes that a Holder of the Converted Notes may have initiated prior to the Suspension Date that is scheduled to settle after the Suspension Date will be rejected by the TASECH and will not be settled through the TASECH. (e) The Converted Notes will cease to be admitted to trading on the TASE-UP after the Suspension Date, subject to receipt by the TASE of any notice by the Issuer required under the TASE’s rules and operating procedures. (f) On the Suspension Date, the Issuer shall deliver a Conversion Shares Settlement Request Notice to the Trustee directly and to the Holders of the Converted Notes via the ISA’s website (Magna) and the TASE announcement system (MAYA). Such notice shall specify the Notice Cut-off Date and the Final Cancellation Date. (g) Subject as provided herein and provided the relevant Notes, if applicable, are delivered on or before the Notice Cut-off Date, on the applicable Settlement Date the Nominee Company shall credit the Conversion Shares (rounded down to the nearest whole number of Conversion Shares and excluding any Excess Shares) to the TASECH members through the TASECH which in turn will credit the Conversion Shares to the accounts of the Holders in accordance with Section 18.1 of this Agreementthe information provided in the applicable Conversion Shares Settlement Notice. 5.2. When purchasing Securities, the Client shall transfer or otherwise ensure the availability (h) In order to obtain delivery of the Payment Amount in relevant Conversion Shares, a Holder must deliver its Conversion Shares Settlement Notice to the bank account Issuer on or before the Notice Cut- off Date. If such delivery is made after the end of normal business hours at the specified office of the Agent no later than 10 am (Tbilisi time) on the day of the trade. AlternativelyIssuer, the Client shall instruct the Agent to debit the Account, provided, however, that there is sufficient amount of the Funds in the Account. Appropriate Instructions to debit the Account shall also be communicated to the Agent. In the absence of such instructions, the Agent shall have the right to debit the Account and the Client delivery shall be deemed for all purposes to have been made or given such Instructionson the next following Business Day. If the Converted Notes are held through the TASECH, the Conversion Shares Settlement Notice must be given in accordance with the standard procedures of the TASECH (which may include the notice being given to the Issuer by electronic means) and in a form acceptable to the TASECH and the Issuer. If the Notes are in definitive form, the Conversion Shares Settlement Notice must be delivered to the specified office of the Issuer together with the relevant Notes. In all cases, a copy of the Conversion Shares Settlement Notice should also be sent to the Trustee by the applicable Holder. Each Conversion Shares Settlement Notice shall be irrevocable. 5.3. The Securities so acquired (i) Subject as provided herein and provided the Conversion Shares Settlement Notice and the relevant Notes, if applicable, are delivered on or before the Notice Cut-off Date, the Nominee Company shall deliver the relevant Conversion Shares (rounded down to the nearest whole number of Conversion Shares and excluding any Excess Shares) to the Holder of the relevant Converted Notes completing the relevant Conversion Shares Settlement Notice or its nominee in accordance with the instructions given in such Conversion Shares Settlement Notice on the applicable Settlement Date. (j) Failure to properly complete and deliver a Conversion Shares Settlement Notice and the relevant Notes, if applicable, may result in such notice being treated by the Client under this Agreement Issuer as null and void. Any determination as to whether any Conversion Shares Settlement Notice has been properly completed and delivered shall be registered by the Agent and transferred to the Account on the Settlement Date specified in the Trade Confirmation. However, it is hereby agreed and acknowledged by the Client, that the Agent may delay its performance of these obligations in the event that proper arrangements for the extension of the credit or prepayment have not been made by the PartiesIssuer in its sole and absolute discretion and shall be conclusive and binding on the relevant Holder. (k) Neither the Issuer, or subject to the arrangements nor any member of the Agent with a third Person acting as a broker/dealer, depository institution, clearing system or custodian for the Agent. 5.4. When selling Securities pursuant to the Client’s Instructions, the Agent Group shall transfer or ensure the transfer of the Payment Amount pursuant to the terms of the Trade Confirmation to the Account on the Settlement Date specified in the Trade Confirmation or within a period not exceeding three (3) Business Days after the date of receipt of the Payment Amount by the Agent from the third Person, acting as broker/dealer, depository institution, clearing system or custodian for the Agent, provided, however, that there are sufficient Securities in the Account or proper arrangements for the extension of credit or prepayment have been made by the Parties. Therefore, the Client shall instruct the Agent to credit the Account in respect of the Funds due to the Client and debit the Account in respect of the Securities due to third Person. Appropriate Instructions to credit and debit the Account shall be given in an appropriate Trade Confirmation. In the absence of such Instructions, the Agent shall have the right to credit or debit the Account and the Client shall be deemed to have given such Instructions. 5.5. All payments due to the Parties subject to the terms and conditions hereof shall be made pursuant to the provisions of Section 6 of this Agreement, unless otherwise agreed by the Parties. 5.6. Any operation in respect of the Services, including Depository and other Services as specified in the Schedule, shall be performed within a time period agreed upon by the Parties, provided, however, that the Client has provided the Agent in a timely manner with documents or Instructions necessary to render the Services. If the Parties fail to establish a time period, the Agent shall perform the Services as soon as circumstances reasonably permit. In any case, the Client agrees that the Services shall be rendered by the Agent subject and pursuant to arrangements with a third Person, acting as a depository institution, clearing system or custodian for the Agent. 5.7. The Agent shall not be liable for performance any stamp duty, stamp duty reserve tax, or any other capital, issue, transfer, registration, financial transaction or documentary tax that may arise or be paid as a consequence of the delivery of Conversion Shares, which tax shall be borne solely by the Holder or, if different, the person to whom the Conversion Shares are delivered. (l) The delivery of any Instructions or executed Trade Confirmationsnotices referred to herein, unless including the Client has ensured the availability of sufficient amount of Funds and/or Securities in the Account. HerewithAutomatic Conversion Notice, the Parties have agreedConversion Procedure Notice and the Conversion Shares Settlement Request Notice, that upon prior agreement between shall not require the Parties, the Agent may provide the Client with the funds TASE to take any action or securities on credit, provided, however, that such relations may be subject to an additional written agreement or agreements between the Parties. Without prejudice assume any responsibility to the other provisions of this Agreement, in the event the Agent agrees to provide the Client with any funds and/or securities on credit, the Client shall additionally pay the Agent the Financing Cost applied on the amount delivery of such funds and/or securities, as defined in Section 1, and calculated on actual/365-day basisnotices. 5.8. The Client shall not have the right to execute any sell or buy transactions with a Person in respect of the Securities, unless the Agent acts as a party to such transactions.

Settlement Procedure. 5.1. Not later than (a) Delivery of the next Business Day following Conversion Shares or Conversion Shares Offer Consideration, as applicable, to the Trade Holders and Beneficial Owners of the Securities shall be made in accordance with the procedures set forth in this Section 2.10, which remain subject to change to reflect changes in clearing system practices. (b) The Conversion Shares Offer Notice shall specify the Suspension Date. (c) On the Suspension Date, the Agent Company shall prepare and deliver deliver, to the Client or instruct its appointee to prepare Trustee directly and deliver to the Client an appropriate Trade Confirmation Holders and of the Global Securities via DTC (or, if the Securities are definitive Securities, by cheque mailed to the Holders at their addresses shown on the Contingent Capital Security Register) a Conversion Shares Settlement Request Notice, pursuant to which the Company shall request that Holders and Beneficial Owners complete a Conversion Shares Settlement Notice and shall specify the Notice Cut-off Date and the Final Cancellation Date. (d) Holders and Beneficial Owners (or the custodian, nominee, broker or other representative thereof) shall not receive delivery of the relevant Conversion Shares or Conversion Shares Component, as applicable, unless such Holders or Beneficial Owners (or the custodian, nominee, broker or other representative thereof) deliver the applicable Conversion Shares Settlement Notice to the Conversion Shares Depository on or before the Notice Cut-off Date; provided that, if such delivery is made after the end of normal business hours at the specified office of the Conversion Shares Depository, such delivery shall be deemed for all purposes to have been made or given on the next following Business Day. (e) With respect to any Global Securities, the Conversion Shares Settlement Notice must be given in accordance with Section 18.1 the standard procedures of this Agreement. 5.2DTC (which may include, without limitation, delivery of the notice to the Conversion Shares Depository by electronic means) and in a form acceptable to DTC and the Conversion Shares Depository. When purchasing With respect to any definitive Securities, the Client shall transfer or otherwise ensure Conversion Shares Settlement Notice must be delivered to the availability specified office of the Payment Amount in Conversion Shares Depository together with the bank account relevant Securities. (f) Subject to satisfaction of the Agent no later than 10 am requirements and limitations set forth in this Section 2.10 and provided that the Conversion Shares Settlement Notice and the relevant Securities, if applicable, are delivered on or before the Notice Cut-Off Date, the Conversion Shares Depository shall deliver the relevant Conversion Shares (Tbilisi timerounded down to the nearest whole number of Conversion Shares) or Conversion Shares Component (rounded down to the nearest whole number of Conversion Shares), as applicable, to the Holder or Beneficial Owner (or custodian, nominee, broker or other representative thereof) of the relevant Securities completing the relevant Conversion Shares Settlement Notice or its nominee in accordance with the instructions given in such Conversion Shares Settlement Notice on the day applicable Settlement Date. (g) Each Conversion Shares Settlement Notice shall be irrevocable. The Conversion Shares Depository shall determine, in its sole and absolute discretion, whether any Conversion Shares Settlement Notice has been properly completed and delivered, and such determination shall be conclusive and binding on the relevant Holder or Beneficial Owner. If any Holder or Beneficial Owner fails to properly complete and deliver a Conversion Shares Settlement Notice and the relevant Securities, if applicable, the Conversion Shares Depository shall be entitled to treat such Conversion Shares Settlement Notice as null and void. (h) Neither the Company, nor any member of the trade. AlternativelyGroup shall be liable for any stamp duty, stamp duty reserve tax, or any other capital, issue, transfer, registration, financial transaction or documentary tax that may arise or be paid as a consequence of the delivery of Conversion Shares or Conversion Shares Component, as applicable, which tax shall be borne solely by the Holder, Beneficial Owner or, if different, the Client shall instruct person to whom the Agent to debit the AccountConversion Shares or that portion, providedif any, howeverof any Conversion Shares Offer Consideration consisting of Conversion Shares, that there as applicable, is sufficient amount of the Funds in the Account. Appropriate Instructions to debit the Account shall also be communicated to the Agent. In the absence of such instructions, the Agent shall have the right to debit the Account and the Client shall be deemed to have given such Instructionsdelivered. 5.3. (i) The Securities so acquired by the Client under this Agreement shall be registered by the Agent Conversion Shares and transferred to the Account on the Settlement Date specified in the Trade Confirmation. However, it is hereby agreed and acknowledged by the Client, that the Agent may delay its performance of these obligations in the event that proper arrangements for the extension of the credit or prepayment have not been made by the Parties, or subject to the arrangements of the Agent with a third Person acting as a broker/dealer, depository institution, clearing system or custodian for the Agent. 5.4. When selling Securities pursuant to the Client’s Instructions, the Agent shall transfer or ensure the transfer of the Payment Amount pursuant to the terms of the Trade Confirmation to the Account on the Settlement Date specified in the Trade Confirmation or within a period not exceeding three (3) Business Days after the date of receipt of the Payment Amount by the Agent from the third Person, acting as broker/dealer, depository institution, clearing system or custodian for the Agent, provided, however, that there are sufficient Securities in the Account or proper arrangements for the extension of credit or prepayment have been made by the Parties. Therefore, the Client shall instruct the Agent to credit the Account in respect of the Funds due to the Client and debit the Account in respect of the Securities due to third Person. Appropriate Instructions to credit and debit the Account shall be given in an appropriate Trade Confirmation. In the absence of such Instructions, the Agent shall have the right to credit or debit the Account and the Client shall be deemed to have given such Instructions. 5.5. All payments due to the Parties subject to the terms and conditions hereof shall be made pursuant to the provisions of Section 6 of this Agreement, unless otherwise agreed by the Parties. 5.6. Any operation in respect of the Services, including Depository and other Services as specified in the Schedule, shall be performed within a time period agreed upon by the Parties, provided, however, that the Client has provided the Agent in a timely manner with documents or Instructions necessary to render the Services. If the Parties fail to establish a time period, the Agent shall perform the Services as soon as circumstances reasonably permit. In any case, the Client agrees that the Services shall be rendered by the Agent subject and pursuant to arrangements with a third Person, acting as a depository institution, clearing system or custodian for the Agent. 5.7. The Agent Conversion Shares Component shall not be liable available for performance delivery (i) to, or to a nominee for, Euroclear or Clearstream, Luxembourg or any other person providing a clearance service within the meaning of Section 96 of the Finance Act 1986 of the United Kingdom or (ii) to a person, or nominee or agent for a person, whose business is or includes issuing depository receipts within the meaning of Section 93 of the Finance Act 1986 of the United Kingdom, in each case at any Instructions or executed Trade Confirmations, unless the Client has ensured the availability of sufficient amount of Funds and/or Securities in the Account. Herewith, the Parties have agreed, that upon time prior agreement between the Parties, the Agent may provide the Client with the funds or securities on credit, provided, however, that such relations may be subject to an additional written agreement or agreements between the Parties. Without prejudice to the other provisions of this Agreement, in the event the Agent agrees to provide the Client with any funds and/or securities on credit, the Client shall additionally pay the Agent the Financing Cost applied on the amount of such funds and/or securities, “abolition day” as defined in Section 1111(1) of the Finance Act 1990 of the United Kingdom, and calculated on actual/365-day basisor, if earlier, such other time at which the Company, in its absolute discretion, determines that no charge under Section 67, 70, 93 or 96 of the Finance Act 1986 or any similar charge (under any successor legislation) would arise as a result of such delivery or (iii) to the CREST account of such a person described in (i) or (ii). 5.8. (j) The Client shall not have Company may make changes to the right procedures set forth in this Section 2.10 to execute any sell the extent such changes are reasonably necessary, in the opinion of the Company, to effect the delivery of the Conversion Shares or buy transactions with a Person in respect Conversion Shares Offer Consideration, as applicable, to the Holders and Beneficial Owners of the Securities, unless the Agent acts as a party to such transactions.

Settlement Procedure. 5.1. Not later than (a) Delivery of the next Business Day following Conversion Shares or Conversion Shares Offer Consideration, as applicable, to the Trade Holders and Beneficial Owners of the Securities shall be made in accordance with the procedures set forth in this Section 2.11, which remain subject to change to reflect changes in clearing system practices. (b) The Conversion Shares Offer Notice shall specify the Suspension Date. (c) On the Suspension Date, the Agent Company shall prepare and deliver deliver, to the Client or instruct its appointee to prepare Trustee directly and deliver to the Client an appropriate Trade Confirmation Holders and of the Global Securities via DTC (or, if the Securities are definitive Securities, by cheque mailed to the Holders at their addresses shown on the Contingent Convertible Security Register) a Conversion Shares Settlement Request Notice, pursuant to which the Company shall request that Holders and Beneficial Owners complete a Conversion Shares Settlement Notice and shall specify the Notice Cut-off Date and the Final Cancellation Date. (d) Holders and Beneficial Owners (or the custodian, nominee, broker or other representative thereof) shall not receive delivery of the relevant Conversion Shares or Conversion Shares Component, as applicable, unless such Holders or Beneficial Owners (or the custodian, nominee, broker or other representative thereof) deliver the applicable Conversion Shares Settlement Notice to the Conversion Shares Depository on or before the Notice Cut-off Date; provided that, if such delivery is made after the end of normal business hours at the specified office of the Conversion Shares Depository, such delivery shall be deemed for all purposes to have been made or given on the next following Business Day. (e) With respect to any Global Securities, the Conversion Shares Settlement Notice must be given in accordance with Section 18.1 the standard procedures of this Agreement. 5.2DTC (which may include, without limitation, delivery of the notice to the Conversion Shares Depository by electronic means) and in a form acceptable to DTC and the Conversion Shares Depository. When purchasing With respect to any definitive Securities, the Client shall transfer or otherwise ensure Conversion Shares Settlement Notice must be delivered to the availability specified office of the Payment Amount in Conversion Shares Depository together with the bank account relevant Securities. (f) Subject to satisfaction of the Agent no later than 10 am requirements and limitations set forth in this Section 2.11 and provided that the Conversion Shares Settlement Notice and the relevant Securities, if applicable, are delivered on or before the Notice Cut-Off Date, the Conversion Shares Depository shall deliver the relevant Conversion Shares (Tbilisi timerounded down to the nearest whole number of Conversion Shares) or Conversion Shares Component (rounded down to the nearest whole number of Conversion Shares), as applicable, to the Holder or Beneficial Owner (or custodian, nominee, broker or other representative thereof) of the relevant Securities completing the relevant Conversion Shares Settlement Notice or its nominee in accordance with the instructions given in such Conversion Shares Settlement Notice on the day applicable Conversion Shares Settlement Date. (g) Each Conversion Shares Settlement Notice shall be irrevocable. The Conversion Shares Depository shall determine, in its sole and absolute discretion, whether any Conversion Shares Settlement Notice has been properly completed and delivered, and such determination shall be conclusive and binding on the relevant Holder or Beneficial Owner. If any Holder or Beneficial Owner fails to properly complete and deliver a Conversion Shares Settlement Notice and the relevant Securities, if applicable, the Conversion Shares Depository shall be entitled to treat such Conversion Shares Settlement Notice as null and void. (h) Neither the Company, nor any member of the trade. AlternativelyGroup shall be liable for any stamp duty, stamp duty reserve tax, or any other capital, issue, transfer, registration, financial transaction or documentary tax that may arise or be paid as a consequence of the delivery of Conversion Shares or Conversion Shares Component, as applicable, which tax shall be borne solely by the Holder, Beneficial Owner or, if different, the Client shall instruct person to whom the Agent to debit the AccountConversion Shares or that portion, providedif any, howeverof any Conversion Shares Offer Consideration consisting of Conversion Shares, that there as applicable, is sufficient amount of the Funds in the Account. Appropriate Instructions to debit the Account shall also be communicated to the Agent. In the absence of such instructions, the Agent shall have the right to debit the Account and the Client shall be deemed to have given such Instructionsdelivered. 5.3. (i) The Securities so acquired by the Client under this Agreement shall be registered by the Agent Conversion Shares and transferred to the Account on the Settlement Date specified in the Trade Confirmation. However, it is hereby agreed and acknowledged by the Client, that the Agent may delay its performance of these obligations in the event that proper arrangements for the extension of the credit or prepayment have not been made by the Parties, or subject to the arrangements of the Agent with a third Person acting as a broker/dealer, depository institution, clearing system or custodian for the Agent. 5.4. When selling Securities pursuant to the Client’s Instructions, the Agent shall transfer or ensure the transfer of the Payment Amount pursuant to the terms of the Trade Confirmation to the Account on the Settlement Date specified in the Trade Confirmation or within a period not exceeding three (3) Business Days after the date of receipt of the Payment Amount by the Agent from the third Person, acting as broker/dealer, depository institution, clearing system or custodian for the Agent, provided, however, that there are sufficient Securities in the Account or proper arrangements for the extension of credit or prepayment have been made by the Parties. Therefore, the Client shall instruct the Agent to credit the Account in respect of the Funds due to the Client and debit the Account in respect of the Securities due to third Person. Appropriate Instructions to credit and debit the Account shall be given in an appropriate Trade Confirmation. In the absence of such Instructions, the Agent shall have the right to credit or debit the Account and the Client shall be deemed to have given such Instructions. 5.5. All payments due to the Parties subject to the terms and conditions hereof shall be made pursuant to the provisions of Section 6 of this Agreement, unless otherwise agreed by the Parties. 5.6. Any operation in respect of the Services, including Depository and other Services as specified in the Schedule, shall be performed within a time period agreed upon by the Parties, provided, however, that the Client has provided the Agent in a timely manner with documents or Instructions necessary to render the Services. If the Parties fail to establish a time period, the Agent shall perform the Services as soon as circumstances reasonably permit. In any case, the Client agrees that the Services shall be rendered by the Agent subject and pursuant to arrangements with a third Person, acting as a depository institution, clearing system or custodian for the Agent. 5.7. The Agent Conversion Shares Component shall not be liable available for performance delivery (i) to, or to a nominee for, Euroclear or Clearstream, Luxembourg or any other person providing a clearance service within the meaning of Section 96 of the Finance Act 1986 of the United Kingdom or (ii) to a person, or nominee or agent for a person, whose business is or includes issuing depository receipts within the meaning of Section 93 of the Finance Act 1986 of the United Kingdom, in each case at any Instructions or executed Trade Confirmations, unless the Client has ensured the availability of sufficient amount of Funds and/or Securities in the Account. Herewith, the Parties have agreed, that upon time prior agreement between the Parties, the Agent may provide the Client with the funds or securities on credit, provided, however, that such relations may be subject to an additional written agreement or agreements between the Parties. Without prejudice to the other provisions of this Agreement, in the event the Agent agrees to provide the Client with any funds and/or securities on credit, the Client shall additionally pay the Agent the Financing Cost applied on the amount of such funds and/or securities, “abolition day” as defined in Section 1111(1) of the Finance Act 1990 of the United Kingdom, and calculated on actual/365-day basisor, if earlier, such other time at which the Company, in its absolute discretion, determines that no charge under Section 67, 70, 93 or 96 of the Finance Act 1986 or any similar charge (under any successor legislation) would arise as a result of such delivery or (iii) to the CREST account of such a person described in (i) or (ii). 5.8. (j) The Client shall not have Company may make changes to the right procedures set forth in this Section 2.11 to execute any sell the extent such changes are reasonably necessary, in the opinion of the Company, to effect the delivery of the Conversion Shares or buy transactions with a Person in respect Conversion Shares Offer Consideration, as applicable, to the Holders and Beneficial Owners of the Securities, unless the Agent acts as a party to such transactions.

Settlement Procedure. 5.1. Not later than (a) Delivery of the next Business Day following Conversion Shares or Conversion Shares Offer Consideration, as applicable, to the Trade Holders and Beneficial Owners of the Securities shall be made in accordance with the procedures set forth in this Section 2.11, which remain subject to change to reflect changes in clearing system practices. (b) The Conversion Shares Offer Notice shall specify the Suspension Date. (c) On the Suspension Date, the Agent Company shall prepare and deliver deliver, to the Client or instruct its appointee to prepare Trustee directly and deliver to the Client an appropriate Trade Confirmation Holders and of the Global Securities via DTC (or, if the Securities are definitive Securities, by cheque mailed to the Holders at their addresses shown on the Contingent Capital Security Register) a Conversion Shares Settlement Request Notice, pursuant to which the Company shall request that Holders and Beneficial Owners complete a Conversion Shares Settlement Notice and shall specify the Notice Cut-off Date and the Final Cancellation Date. (d) Holders and Beneficial Owners (or the custodian, nominee, broker or other representative thereof) shall not receive delivery of the relevant Conversion Shares or Conversion Shares Component, as applicable, unless such Holders or Beneficial Owners (or the custodian, nominee, broker or other representative thereof) deliver the applicable Conversion Shares Settlement Notice to the Conversion Shares Depository on or before the Notice Cut-off Date; provided that, if such delivery is made after the end of normal business hours at the specified office of the Conversion Shares Depository, such delivery shall be deemed for all purposes to have been made or given on the next following Business Day. (e) With respect to any Global Securities, the Conversion Shares Settlement Notice must be given in accordance with Section 18.1 the standard procedures of this Agreement. 5.2DTC (which may include, without limitation, delivery of the notice to the Conversion Shares Depository by electronic means) and in a form acceptable to DTC and the Conversion Shares Depository. When purchasing With respect to any definitive Securities, the Client shall transfer or otherwise ensure Conversion Shares Settlement Notice must be delivered to the availability specified office of the Payment Amount in Conversion Shares Depository together with the bank account relevant Securities. (f) Subject to satisfaction of the Agent no later than 10 am requirements and limitations set forth in this Section 2.11 and provided that the Conversion Shares Settlement Notice and the relevant Securities, if applicable, are delivered on or before the Notice Cut-Off Date, the Conversion Shares Depository shall deliver the relevant Conversion Shares (Tbilisi timerounded down to the nearest whole number of Conversion Shares) or Conversion Shares Component (rounded down to the nearest whole number of Conversion Shares), as applicable, to the Holder or Beneficial Owner (or custodian, nominee, broker or other representative thereof) of the relevant Securities completing the relevant Conversion Shares Settlement Notice or its nominee in accordance with the instructions given in such Conversion Shares Settlement Notice on the day applicable Settlement Date. (g) Each Conversion Shares Settlement Notice shall be irrevocable. The Conversion Shares Depository shall determine, in its sole and absolute discretion, whether any Conversion Shares Settlement Notice has been properly completed and delivered, and such determination shall be conclusive and binding on the relevant Holder or Beneficial Owner. If any Holder or Beneficial Owner fails to properly complete and deliver a Conversion Shares Settlement Notice and the relevant Securities, if applicable, the Conversion Shares Depository shall be entitled to treat such Conversion Shares Settlement Notice as null and void. (h) Neither the Company, nor any member of the trade. AlternativelyGroup shall be liable for any stamp duty, stamp duty reserve tax, or any other capital, issue, transfer, registration, financial transaction or documentary tax that may arise or be paid as a consequence of the delivery of Conversion Shares or Conversion Shares Component, as applicable, which tax shall be borne solely by the Holder, Beneficial Owner or, if different, the Client shall instruct person to whom the Agent to debit the AccountConversion Shares or that portion, providedif any, howeverof any Conversion Shares Offer Consideration consisting of Conversion Shares, that there as applicable, is sufficient amount of the Funds in the Account. Appropriate Instructions to debit the Account shall also be communicated to the Agent. In the absence of such instructions, the Agent shall have the right to debit the Account and the Client shall be deemed to have given such Instructionsdelivered. 5.3. (i) The Securities so acquired by the Client under this Agreement shall be registered by the Agent Conversion Shares and transferred to the Account on the Settlement Date specified in the Trade Confirmation. However, it is hereby agreed and acknowledged by the Client, that the Agent may delay its performance of these obligations in the event that proper arrangements for the extension of the credit or prepayment have not been made by the Parties, or subject to the arrangements of the Agent with a third Person acting as a broker/dealer, depository institution, clearing system or custodian for the Agent. 5.4. When selling Securities pursuant to the Client’s Instructions, the Agent shall transfer or ensure the transfer of the Payment Amount pursuant to the terms of the Trade Confirmation to the Account on the Settlement Date specified in the Trade Confirmation or within a period not exceeding three (3) Business Days after the date of receipt of the Payment Amount by the Agent from the third Person, acting as broker/dealer, depository institution, clearing system or custodian for the Agent, provided, however, that there are sufficient Securities in the Account or proper arrangements for the extension of credit or prepayment have been made by the Parties. Therefore, the Client shall instruct the Agent to credit the Account in respect of the Funds due to the Client and debit the Account in respect of the Securities due to third Person. Appropriate Instructions to credit and debit the Account shall be given in an appropriate Trade Confirmation. In the absence of such Instructions, the Agent shall have the right to credit or debit the Account and the Client shall be deemed to have given such Instructions. 5.5. All payments due to the Parties subject to the terms and conditions hereof shall be made pursuant to the provisions of Section 6 of this Agreement, unless otherwise agreed by the Parties. 5.6. Any operation in respect of the Services, including Depository and other Services as specified in the Schedule, shall be performed within a time period agreed upon by the Parties, provided, however, that the Client has provided the Agent in a timely manner with documents or Instructions necessary to render the Services. If the Parties fail to establish a time period, the Agent shall perform the Services as soon as circumstances reasonably permit. In any case, the Client agrees that the Services shall be rendered by the Agent subject and pursuant to arrangements with a third Person, acting as a depository institution, clearing system or custodian for the Agent. 5.7. The Agent Conversion Shares Component shall not be liable available for performance delivery (i) to, or to a nominee for, Euroclear or Clearstream, Luxembourg or any other person providing a clearance service within the meaning of Section 96 of the Finance Act 1986 of the United Kingdom or (ii) to a person, or nominee or agent for a person, whose business is or includes issuing depository receipts within the meaning of Section 93 of the Finance Act 1986 of the United Kingdom, in each case at any Instructions or executed Trade Confirmations, unless the Client has ensured the availability of sufficient amount of Funds and/or Securities in the Account. Herewith, the Parties have agreed, that upon time prior agreement between the Parties, the Agent may provide the Client with the funds or securities on credit, provided, however, that such relations may be subject to an additional written agreement or agreements between the Parties. Without prejudice to the other provisions of this Agreement, in the event the Agent agrees to provide the Client with any funds and/or securities on credit, the Client shall additionally pay the Agent the Financing Cost applied on the amount of such funds and/or securities, “abolition day” as defined in Section 1111(1) of the Finance Act 1990 of the United Kingdom, and calculated on actual/365-day basisor, if earlier, such other time at which the Company, in its absolute discretion, determines that no charge under Section 67, 70, 93 or 96 of the Finance Act 1986 or any similar charge (under any successor legislation) would arise as a result of such delivery or (iii) to the CREST account of such a person described in (i) or (ii). 5.8. (j) The Client shall not have Company may make changes to the right procedures set forth in this Section 2.11 to execute any sell the extent such changes are reasonably necessary, in the opinion of the Company, to effect the delivery of the Conversion Shares or buy transactions with a Person in respect Conversion Shares Offer Consideration, as applicable, to the Holders and Beneficial Owners of the Securities, unless the Agent acts as a party to such transactions.

Settlement Procedure. 5.1. Not later than (a) Delivery of the next Business Day following Settlement Shares, or, if the Trade Holder elects, ADSs or the Alternative Consideration, as applicable, to the Holders and Beneficial Owners shall be made in accordance with the procedures set forth in this ‎Section 2.18, which remain subject to change to reflect changes in DTC practices and the Company may make changes to the procedures set forth in this ‎Section 2.18 to the extent necessary, in the opinion of the Company, to reflect such changes in DTC practices. (b) The Settlement Shares Offer Notice shall specify the Suspension Date, provided that the Suspension Date has not previously been specified in the Conversion Trigger Notice. (c) On the Suspension Date, the Agent Company shall prepare and deliver deliver, to the Client or instruct its appointee Trustee directly and to prepare and deliver DTC as the Holder of the Global Securities (or, if the Contingent Capital Notes are in definitive form, to the Client an appropriate Trade Confirmation Holders directly at their addresses shown on the Contingent Convertible Security Register), a Settlement Request Notice, pursuant to which the Company shall request that Holders and Beneficial Owners complete a Settlement Notice and shall specify the Notice Cut-off Date and the Final Cancellation Date. (d) Holders and Beneficial Owners (or the custodian, nominee, broker or other representative thereof) shall not receive delivery of the relevant Settlement Shares, or, if the Holder elects, ADSs or the Alternative Consideration, as applicable, unless such Holders or Beneficial Owners (or the custodian, nominee, broker or other representative thereof) deliver the Settlement Notice to the Settlement Share Depository on or before the Notice Cut-off Date; provided that, if such delivery is made after the end of normal business hours at the specified office of the Settlement Share Depository, such delivery shall be deemed for all purposes to have been made or given on the next following Business Day. (e) If the Contingent Capital Notes are held through DTC, the Settlement Notice must be given in accordance with Section 18.1 the standard procedures of this AgreementDTC (which may include, without limitation, delivery of the notice to the Settlement Share Depository by electronic means) and in a form acceptable to DTC and the Settlement Share Depository. With respect to any Contingent Capital Notes held in definitive form, the Settlement Notice must be delivered to the specified office of the Settlement Share Depository together with the relevant Contingent Capital Notes. 5.2. When purchasing Securities(f) Subject to satisfaction of the requirements and limitations set forth in this ‎Section 2.18 and provided that the Settlement Notice and the relevant Contingent Capital Notes, if applicable, are delivered on or before the Notice Cut-Off Date, the Client Settlement Share Depository shall transfer deliver the relevant Alternative Consideration or otherwise ensure Settlement Shares (rounded down to the availability nearest whole number of Settlement Shares) to, or shall deposit such relevant Settlement Shares with the ADS Depository on behalf of, the relevant Holder or Beneficial Owner (or custodian, nominee, broker or other representative thereof) of the Payment Amount relevant Contingent Capital Notes completing the relevant Settlement Notice in accordance with the bank account instructions given in such Settlement Notice or its nominee on the applicable Settlement Date. (g) Each Settlement Notice shall be irrevocable. The Settlement Share Depository shall determine, in its sole and absolute discretion, whether any Settlement Notice has been properly completed and delivered, and such determination shall be conclusive and binding on the relevant Holder or Beneficial Owner. If any Holder or Beneficial Owner fails to properly complete and deliver a Settlement Notice and the relevant Contingent Capital Notes, if applicable, the Settlement Share Depository shall be entitled to treat such Settlement Notice as null and void. (h) Neither the Company nor any member of the Agent no later than 10 am Group shall pay any taxes or duties (Tbilisi timeincluding without limitation, any stamp duty, stamp duty reserve tax, or any other capital issue, transfer, registration, financial transaction or documentary tax or duty) on the day arising upon Automatic Conversion or that may arise or be paid as a consequence of the tradeissue and delivery of Settlement Shares to the Settlement Share Depository or in connection with the issue of ADSs. AlternativelyA Holder or Beneficial Owner must pay any taxes or duties (including without limitation, any stamp duty, stamp duty reserve tax, or any other capital issue, transfer, registration, financial transaction or documentary tax or duty) arising upon Automatic Conversion in connection with the issue and delivery of the Settlement Shares to the Settlement Share Depository and/or the issue of ADSs and such Holder or Beneficial Owner must pay all, if any, such taxes or duties (including without limitation, any stamp duty, stamp duty reserve tax, or any other capital issue, transfer, registration, financial transaction or documentary tax or duty) arising by reference to any disposal or deemed disposal of such Holders or Beneficial Owner’s Contingent Capital Note or interest therein. Any taxes and duties (including without limitation, any stamp duty, stamp duty reserves tax, or any other capital issue, transfer, registration, financial transaction or documentary tax or duty) arising on delivery or transfer of Settlement Shares to a purchaser in any Settlement Shares Offer shall be payable by the relevant purchaser of those Settlement Shares. (i) Except to the extent a Holder or Beneficial Owner has elected to receive ADSs, the Client shall instruct the Agent to debit the Account, provided, however, that there is sufficient amount of the Funds in the Account. Appropriate Instructions to debit the Account shall also be communicated to the Agent. In the absence of such instructions, the Agent shall have the right to debit the Account Settlement Shares (and the Client shall be deemed to have given such Instructions. 5.3. The Securities so acquired by the Client under this Agreement shall be registered by the Agent and transferred to the Account on the Settlement Date specified in the Trade Confirmation. HoweverShare Component, it is hereby agreed and acknowledged by the Clientif any, that the Agent may delay its performance of these obligations in the event that proper arrangements for the extension of the credit or prepayment have not been made by the Parties, or subject to the arrangements of the Agent with a third Person acting as a broker/dealer, depository institution, clearing system or custodian for the Agent. 5.4. When selling Securities pursuant to the Client’s Instructions, the Agent shall transfer or ensure the transfer of the Payment Amount pursuant to the terms of the Trade Confirmation to the Account on the Settlement Date specified in the Trade Confirmation or within a period not exceeding three (3any Alternative Consideration) Business Days after the date of receipt of the Payment Amount by the Agent from the third Person, acting as broker/dealer, depository institution, clearing system or custodian for the Agent, provided, however, that there are sufficient Securities in the Account or proper arrangements for the extension of credit or prepayment have been made by the Parties. Therefore, the Client shall instruct the Agent to credit the Account in respect of the Funds due to the Client and debit the Account in respect of the Securities due to third Person. Appropriate Instructions to credit and debit the Account shall be given in an appropriate Trade Confirmation. In the absence of such Instructions, the Agent shall have the right to credit or debit the Account and the Client shall be deemed to have given such Instructions. 5.5. All payments due to the Parties subject to the terms and conditions hereof shall be made pursuant to the provisions of Section 6 of this Agreement, unless otherwise agreed by the Parties. 5.6. Any operation in respect of the Services, including Depository and other Services as specified in the Schedule, shall be performed within a time period agreed upon by the Parties, provided, however, that the Client has provided the Agent in a timely manner with documents or Instructions necessary to render the Services. If the Parties fail to establish a time period, the Agent shall perform the Services as soon as circumstances reasonably permit. In any case, the Client agrees that the Services shall be rendered by the Agent subject and pursuant to arrangements with a third Person, acting as a depository institution, clearing system or custodian for the Agent. 5.7. The Agent shall not be liable available for performance delivery (i) to, or to a nominee for any person providing a clearance service within the meaning of any Instructions Section 96 of the Finance Xxx 0000 of the United Kingdom (which would include delivery into Euroclear or executed Trade ConfirmationsClearstream, unless the Client has ensured the availability of sufficient amount of Funds and/or Securities in the Account. HerewithLuxembourg, the Parties have agreedbut not, that upon prior agreement between the Parties, the Agent may provide the Client with the funds or securities on credit, provided, however, that such relations may be subject to an additional written agreement (iii) below, delivery into CREST) or agreements between (ii) to a person, or nominee or agent for a person, whose business is or includes issuing depository receipts within the Parties. Without prejudice meaning of Section 93 of the Finance Xxx 0000 of the United Kingdom, in each case at any time prior to the other provisions of this Agreement, in the event the Agent agrees to provide the Client with any funds and/or securities on credit, the Client shall additionally pay the Agent the Financing Cost applied on the amount of such funds and/or securities, “abolition day” as defined in Section 1111(1) of the Finance Xxx 0000 of the United Kingdom, and calculated on actual/365-day basisor (iii) to the CREST account of such a person described in ‎(i) or ‎(ii). 5.8. (j) The Client shall not have Company may make changes to the right procedures set forth in this ‎Section 2.18 to execute any sell or buy transactions with a Person the extent such changes are reasonably necessary, in respect the opinion of the SecuritiesCompany, unless to effect the Agent acts delivery of the Settlement Shares or, if the Holder elects, ADSs, as a party applicable, to such transactionsthe Holders and Beneficial Owners.

Settlement Procedure. 5.1. Not later than (a) Delivery of the next Business Day following the Trade DateSettlement Shares, the Agent shall prepare and deliver ADSs or Alternative Consideration, as applicable, to the Client or instruct its appointee to prepare Holders and deliver to Beneficial Owners of the Client an appropriate Trade Confirmation Additional Tier 1 Securities shall be made in accordance with Section 18.1 of the procedures set forth in this Agreement‎Section 2.18, which remain subject to change to reflect changes in DTC practices. 5.2. When purchasing Securities(b) The Settlement Shares Offer Notice shall specify the Suspension Date, the Client shall transfer or otherwise ensure the availability of the Payment Amount in the bank account of the Agent no later than 10 am (Tbilisi time) on the day of the trade. Alternatively, the Client shall instruct the Agent to debit the Account, provided, however, that there is sufficient amount of the Funds in the Account. Appropriate Instructions to debit the Account shall also be communicated to the Agent. In the absence of such instructions, the Agent shall have the right to debit the Account and the Client shall be deemed to have given such Instructions. 5.3. The Securities so acquired by the Client under this Agreement shall be registered by the Agent and transferred to the Account on the Settlement Date specified in the Trade Confirmation. However, it is hereby agreed and acknowledged by the Client, that the Agent may delay its performance of these obligations in the event that proper arrangements for the extension of the credit or prepayment have not been made by the Parties, or subject to the arrangements of the Agent with a third Person acting as a broker/dealer, depository institution, clearing system or custodian for the Agent. 5.4. When selling Securities pursuant to the Client’s Instructions, the Agent shall transfer or ensure the transfer of the Payment Amount pursuant to the terms of the Trade Confirmation to the Account on the Settlement Date specified in the Trade Confirmation or within a period not exceeding three (3) Business Days after the date of receipt of the Payment Amount by the Agent from the third Person, acting as broker/dealer, depository institution, clearing system or custodian for the Agent, provided, however, that there are sufficient Securities in the Account or proper arrangements for the extension of credit or prepayment have been made by the Parties. Therefore, the Client shall instruct the Agent to credit the Account in respect of the Funds due to the Client and debit the Account in respect of the Securities due to third Person. Appropriate Instructions to credit and debit the Account shall be given in an appropriate Trade Confirmation. In the absence of such Instructions, the Agent shall have the right to credit or debit the Account and the Client shall be deemed to have given such Instructions. 5.5. All payments due to the Parties subject to the terms and conditions hereof shall be made pursuant to the provisions of Section 6 of this Agreement, unless otherwise agreed by the Parties. 5.6. Any operation in respect of the Services, including Depository and other Services as specified in the ScheduleConversion Trigger Notice. (c) On the Suspension Date, the Company shall deliver, to the Trustee directly and to DTC as the Holder of the Global Securities (or, if the Additional Tier 1 Securities are in definitive form, to the Holders at their addresses shown on the Capital Securities Register) a Settlement Request Notice, pursuant to which the Company shall request that Holders and Beneficial Owners complete a Settlement Notice and shall specify the Notice Cut-off Date and the Final Cancellation Date. (d) Holders and Beneficial Owners (or the custodian, nominee, broker or other representative thereof) shall not receive delivery of the relevant Settlement Shares, ADSs or Alternative Consideration, as applicable, unless such Holders or Beneficial Owners (or the custodian, nominee, broker or other representative thereof) deliver the Settlement Notice to the Settlement Share Depository on or before the Notice Cut-off Date; provided that, if such delivery is made after the end of normal business hours at the specified office of the Settlement Share Depository, such delivery shall be performed within deemed for all purposes to have been made or given on the following Business Day. (e) If the Additional Tier 1 Securities are held through DTC, the Settlement Notice must be given in accordance with the standard procedures of DTC (which may include, without limitation, delivery of the notice to the Settlement Share Depository by electronic means) and in a time period agreed form acceptable to DTC and the Settlement Share Depository. With respect to any Additional Tier 1 Securities held in definitive form, the Settlement Notice must be delivered to the specified office of the Settlement Share Depository together with the relevant Additional Tier 1 Security. (f) Subject to satisfaction of the requirements and limitations set forth in this ‎Section 2.18 and provided that the Settlement Notice and the relevant Additional Tier 1 Securities, if applicable, are delivered on or before the Notice Cut-off Date, the Settlement Share Depository shall deliver the relevant Alternative Consideration or Settlement Shares (rounded down to the nearest whole number of Settlement Shares) to, or shall deposit such relevant Settlement Shares with the ADS Depository on behalf of, the relevant Holder or Beneficial Owner (or custodian, nominee, broker or other representative thereof) of the relevant Additional Tier 1 Securities completing the relevant Settlement Notice or its nominee in accordance with the instructions given in such Settlement Notice on the applicable Settlement Date. (g) Each Settlement Notice shall be irrevocable. The Settlement Share Depository shall determine, in its sole and absolute discretion, whether any Settlement Notice has been properly completed and delivered, and such determination shall be conclusive and binding on the relevant Holder or Beneficial Owner. If any Holder or Beneficial Owner fails to properly complete and deliver a Settlement Notice and the relevant Additional Tier 1 Securities, if applicable, the Settlement Share Depository shall be entitled to treat such Settlement Notice as null and void. (h) Neither the Company nor any member of the Group shall pay any taxes or capital, stamp, issue and registration or transfer taxes or duties arising upon Automatic Conversion or that may arise or be paid as a consequence of the issue and delivery of Settlement Shares to the Settlement Share Depository. A Holder or Beneficial Owner must pay any taxes and capital, stamp, issue and registration and transfer taxes or duties arising upon Automatic Conversion in connection with the issue and delivery of the Settlement Shares to the Settlement Share Depository and such Holder or Beneficial Owner must pay all, if any, such taxes or duties arising by reference to any disposal or deemed disposal of such Holders or Beneficial Owner’s Additional Tier 1 Security or interest therein. Any taxes and capital, stamp, issue and registration and transfer taxes or duties arising on delivery or transfer of Settlement Shares to a purchaser in any Settlement Shares Offer shall be payable by the Parties, provided, however, that the Client has provided the Agent in a timely manner with documents or Instructions necessary to render the Services. If the Parties fail to establish a time period, the Agent shall perform the Services as soon as circumstances reasonably permit. In any case, the Client agrees that the Services shall be rendered by the Agent subject and pursuant to arrangements with a third Person, acting as a depository institution, clearing system or custodian for the Agentrelevant purchaser of those Settlement Shares. 5.7. (i) The Agent Settlement Shares (and the Settlement Share Component, if any, of any Alternative Consideration) and ADSs shall not be liable available for performance delivery (i) to, or to a nominee for, Euroclear Bank S.A./N.V. or Clearstream Banking S.A. or any other person providing a clearance service within the meaning of Section 96 of the U.K. Finance Xxx 0000 or (ii) to a person, or nominee or agent for a person, whose business is or includes issuing depository receipts within the meaning of Section 93 of the U.K. Finance Xxx 0000, in each case at any Instructions or executed Trade Confirmations, unless the Client has ensured the availability of sufficient amount of Funds and/or Securities in the Account. Herewith, the Parties have agreed, that upon time prior agreement between the Parties, the Agent may provide the Client with the funds or securities on credit, provided, however, that such relations may be subject to an additional written agreement or agreements between the Parties. Without prejudice to the other provisions of this Agreement, in the event the Agent agrees to provide the Client with any funds and/or securities on credit, the Client shall additionally pay the Agent the Financing Cost applied on the amount of such funds and/or securities, “abolition day” as defined in Section 1111(1) of the U.K. Finance Xxx 0000, and calculated on actual/365-day basisor (iii) to the CREST account of such a person described in ‎(i) or ‎(ii). 5.8. (j) The Client shall not have Company may make changes to the right procedures set forth in this ‎Section 2.18 to execute any sell or buy transactions with a Person the extent such changes are reasonably necessary, in respect the opinion of the Company, to effect the delivery of the Settlement Shares or ADSs, as applicable, to the Holders and Beneficial Owners of the Additional Tier 1 Securities, unless the Agent acts as a party to such transactions.

Settlement Procedure. 5.1. Not later than (a) Delivery of the next Business Day following Settlement Shares, ADSs or Alternative Consideration, as applicable, to the Trade Holders and Beneficial Owners of the Additional Tier 1 Securities shall be made in accordance with the procedures set forth in this ‎Section 2.18, which remain subject to change to reflect changes in practices of the Clearing Systems. (b) The Settlement Shares Offer Notice shall specify the Suspension Date, provided that the Suspension Date has not previously been specified in the Conversion Trigger Notice. (c) On the Suspension Date, the Agent Company shall prepare and deliver deliver, to the Client or instruct its appointee to prepare Trustee directly and deliver to the Client an appropriate Trade Confirmation Clearing Systems as the Holders of the Global Securities (or, if the Additional Tier 1 Securities are in definitive form, to the Holders at their addresses shown on the Capital Security Register) a Settlement Request Notice, pursuant to which the Company shall request that Holders and Beneficial Owners complete a Settlement Notice and shall specify the Notice Cut-off Date and the Final Cancellation Date. (d) Holders and Beneficial Owners (or the custodian, nominee, broker or other representative thereof) shall not receive delivery of the relevant Settlement Shares, ADSs or Alternative Consideration, as applicable, unless such Holders or Beneficial Owners (or the custodian, nominee, broker or other representative thereof) deliver the Settlement Notice to the Settlement Share Depository on or before the Notice Cut-off Date; provided that, if such delivery is made after the end of normal business hours at the specified office of the Settlement Share Depository, such delivery shall be deemed for all purposes to have been made or given on the following Business Day. (e) If the Additional Tier 1 Securities are held through the Clearing Systems, the Settlement Notice must be given in accordance with Section 18.1 the standard procedures of this Agreementthe Clearing Systems and in a form acceptable to the Clearing Systems and the Settlement Share Depository from time to time. With respect to any Additional Tier 1 Securities held in definitive form, the Settlement Notice must be delivered to the specified office of the Settlement Share Depository together with the relevant Additional Tier 1 Security. 5.2. When purchasing (f) Subject to satisfaction of the requirements and limitations set forth in this ‎Section 2.18 and provided that the Settlement Notice and the relevant Additional Tier 1 Securities, if applicable, are delivered on or before the Client Notice Cut-off Date, the Settlement Share Depository shall transfer deliver the relevant Alternative Consideration or otherwise ensure Settlement Shares (rounded down to the availability nearest whole number of Settlement Shares) to, or shall deposit such relevant Settlement Shares with the ADS Depository on behalf of, the relevant Holder or Beneficial Owner (or custodian, nominee, broker or other representative thereof) of the Payment Amount relevant Additional Tier 1 Securities completing the relevant Settlement Notice or its nominee in accordance with the bank account instructions given in such Settlement Notice on the applicable Settlement Date. (g) Each Settlement Notice shall be irrevocable. The Settlement Share Depository shall determine, in its sole and absolute discretion, whether any Settlement Notice has been properly completed and delivered, and such determination shall be conclusive and binding on the relevant Holder or Beneficial Owner. If any Holder or Beneficial Owner fails to properly complete and deliver a Settlement Notice and the relevant Additional Tier 1 Securities, if applicable, the Settlement Share Depository shall be entitled to treat such Settlement Notice as null and void. (h) Neither the Company nor any member of the Agent no later than 10 am (Tbilisi time) on the day Group shall pay any taxes or capital, stamp, issue and registration or transfer taxes or duties arising upon Automatic Conversion or that may arise or be paid as a consequence of the tradeissue and delivery of Settlement Shares to the Settlement Share Depository. AlternativelyA Holder or Beneficial Owner must pay any taxes and capital, stamp, issue and registration and transfer taxes or duties arising upon Automatic Conversion in connection with the Client shall instruct the Agent to debit the Account, provided, however, that there is sufficient amount issue and delivery of the Funds in the Account. Appropriate Instructions to debit the Account shall also be communicated Settlement Shares to the Agent. In the absence Settlement Share Depository and such Holder or Beneficial Owner must pay all, if any, such taxes or duties arising by reference to any disposal or deemed disposal of such instructionsHolders or Beneficial Owner’s Additional Tier 1 Security or interest therein. Any taxes and capital, stamp, issue and registration and transfer taxes or duties arising on delivery or transfer of Settlement Shares to a purchaser in any Settlement Shares Offer shall be payable by the Agent shall have the right to debit the Account relevant purchaser of those Settlement Shares. (i) The Settlement Shares (and the Client shall be deemed to have given such Instructions. 5.3. The Securities so acquired by the Client under this Agreement shall be registered by the Agent Settlement Share Component, if any, of any Alternative Consideration) and transferred to the Account on the Settlement Date specified in the Trade Confirmation. However, it is hereby agreed and acknowledged by the Client, that the Agent may delay its performance of these obligations in the event that proper arrangements for the extension of the credit or prepayment have not been made by the Parties, or subject to the arrangements of the Agent with a third Person acting as a broker/dealer, depository institution, clearing system or custodian for the Agent. 5.4. When selling Securities pursuant to the Client’s Instructions, the Agent shall transfer or ensure the transfer of the Payment Amount pursuant to the terms of the Trade Confirmation to the Account on the Settlement Date specified in the Trade Confirmation or within a period not exceeding three (3) Business Days after the date of receipt of the Payment Amount by the Agent from the third Person, acting as broker/dealer, depository institution, clearing system or custodian for the Agent, provided, however, that there are sufficient Securities in the Account or proper arrangements for the extension of credit or prepayment have been made by the Parties. Therefore, the Client shall instruct the Agent to credit the Account in respect of the Funds due to the Client and debit the Account in respect of the Securities due to third Person. Appropriate Instructions to credit and debit the Account shall be given in an appropriate Trade Confirmation. In the absence of such Instructions, the Agent shall have the right to credit or debit the Account and the Client shall be deemed to have given such Instructions. 5.5. All payments due to the Parties subject to the terms and conditions hereof shall be made pursuant to the provisions of Section 6 of this Agreement, unless otherwise agreed by the Parties. 5.6. Any operation in respect of the Services, including Depository and other Services as specified in the Schedule, shall be performed within a time period agreed upon by the Parties, provided, however, that the Client has provided the Agent in a timely manner with documents or Instructions necessary to render the Services. If the Parties fail to establish a time period, the Agent shall perform the Services as soon as circumstances reasonably permit. In any case, the Client agrees that the Services shall be rendered by the Agent subject and pursuant to arrangements with a third Person, acting as a depository institution, clearing system or custodian for the Agent. 5.7. The Agent ADSs shall not be liable available for performance delivery (i) to, or to a nominee for, Euroclear Bank S.A./N.V. or Clearstream Banking S.A. or any other person providing a clearance service within the meaning of Section 96 of the U.K. Finance Xxx 0000 or (ii) to a person, or nominee or agent for a person, whose business is or includes issuing depository receipts within the meaning of Section 93 of the U.K. Finance Xxx 0000, in each case at any Instructions or executed Trade Confirmations, unless the Client has ensured the availability of sufficient amount of Funds and/or Securities in the Account. Herewith, the Parties have agreed, that upon time prior agreement between the Parties, the Agent may provide the Client with the funds or securities on credit, provided, however, that such relations may be subject to an additional written agreement or agreements between the Parties. Without prejudice to the other provisions of this Agreement, in the event the Agent agrees to provide the Client with any funds and/or securities on credit, the Client shall additionally pay the Agent the Financing Cost applied on the amount of such funds and/or securities, “abolition day” as defined in Section 1111(1) of the U.K. Finance Xxx 0000, and calculated on actual/365-day basisor (iii) to the CREST account of such a person described in ‎(i) or ‎(ii). 5.8. (j) The Client shall not have Company may make changes to the right procedures set forth in this ‎Section 2.18 to execute any sell or buy transactions with a Person the extent such changes are reasonably necessary, in respect the opinion of the Company, to effect the delivery of the Settlement Shares or ADSs, as applicable, to the Holders and Beneficial Owners of the Additional Tier 1 Securities, unless the Agent acts as a party to such transactions.