MFO GEORGIAN CREDIT
Tbilisi, Georgia
2009
2
Content
1.
GEORGIA ............................................................................................................................................... 5
1.1
Summary ........................................................................................................................................... 5
1.2
Georgian Economy Highlights ............................................................................................................ 5
1.3
Georgian economy –key points ........................................................................................................ 6
2.
MFO GEORGIAN CREDIT ........................................................................................................................ 8
2.1
Executive Summary ........................................................................................................................... 8
2.2
Equity and liabilities site .................................................................................................................. 9
2.2.1 Shareholder .................................................................................................................................. 9
2.2.2 Liabilities..................................................................................................................................... 10
2.3
Location .......................................................................................................................................... 12
2.4
Loan Products ................................................................................................................................. 13
2.4.1 List of Products .......................................................................................................................... 13
2.4.2 Credit approval process ............................................................................................................ 13
2.5
Current Loan portfolio (31.09.2009) .............................................................................................. 15
2.6
Cooperation with United Telecom of Georgia ............................................................................... 16
3.
ORGANIZATION OF THE COMPANY.................................................................................................... 17
3.1
Governance Structure..................................................................................................................... 17
3.2
Principles......................................................................................................................................... 17
3.3
The Supervisory Board.................................................................................................................... 18
3.3.1 Meeting of the Supervisory Board............................................................................................ 19
3.3.2 Matters Requiring Supervisory Board’s Approval.................................................................... 20
3.4
The Board of Directors.................................................................................................................... 21
3.4.1 Responsibility of the Board ....................................................................................................... 21
3.4.2 Board Composition.................................................................................................................... 22
3.4.3 Meetings of the Board of Directors .......................................................................................... 22
3.5
4.
Shareholders’ Meeting ................................................................................................................... 23
FINANCIALS OF MFO GEORGIAN CREDIT ........................................................................................... 26
4.1
Historical Balance Sheet in USD ..................................................................................................... 26
4.2
Historical Income Statement in USD ............................................................................................. 27
4.3
From today to the end of year 2009 .............................................................................................. 27
4.3.1 Capital increase and new credit line......................................................................................... 27
3
4.3.2 Income Statement 2009 in USD ................................................................................................ 28
4.3.3 Balance Sheet 2009 in USD ....................................................................................................... 29
4.4
Financial performance projection.................................................................................................. 29
4.4.1 Assumptions .............................................................................................................................. 29
4.4.2 FORECAST Income Statement in USD ....................................................................................... 30
4.4.3 FORECAST Balance Sheet in USD .............................................................................................. 31
5.
APPENDIX ........................................................................................................................................... 32
5.1
License ............................................................................................................................................ 32
5.2
List of external debt ....................................................................................................................... 33
5.3
CV of Head Management ............................................................................................................... 37
Vakhtang Sheliava ............................................................................................................................. 37
Dr. Giorgi Naskidashvili ...................................................................................................................... 38
Gocha Tutberidze................................................................................................................................ 41
5.4
CV of Supervisory Board................................................................................................................. 43
Tim Meyer-Schell ................................................................................................................................ 44
Baadur Kipiani .................................................................................................................................... 45
4
– Georgian Credit at a Glace –
This business Plan, prepared by EMIC Invest GbR presents the microfinance organization Georgian Credit.
MFO Georgian Credit was founded in accordance to the requirements of the Georgian Civil Code and the
Law of Micro financial Organizations. The organization was issued in 2006 and has been the first
organization licensed by the National Bank of Georgia. As of today Georgian Credit is operating with one
office in Tbilisi.
In October of 2009 EMIC Invest GbR, a German company, became shareholder of MFO Georgian Credit by
doing a capital increase by cash contribution of EMIC Invest GbR. The capital increase was approximately
USD 275,178 which is 102% of the current equity. After cash contribution Georgian Credit also receives a
USD 200,000 loan from a local Bank (Korstandard) in October. The cash-inflow of the capital increase and
the loan will be during the first half of November. The total assets will be approximately USD 1,170,776 in
December 2009; the debt-to-equity ratio 0.98.
In January 2010 it is planned to open a second office in Tbilisi. The office space will be purchased and
financed by a loan from the Bank of Georgia. The first office out of Tbilisi will open in March. To develop
the organization we are asking for a loan and want to present MFO Georgian Credit with its aims in this
Business Plan.
5
1. GEORGIA
1.1 Summary
Georgia is one of the fastest growing market economies among post soviet countries with stable
exchange rate, liberal currency regime, predicted domestic inflation and an investor friendly investment
regime without any restrictions on profit repatriation. The World Bank’s Doing Business 2007 Report
awarded Georgia the status of the fastest reformer in the world. In the global ranking of World Bank’s “Easy
of Doing Business” Georgia is ranked at 11th place out of 181 Economies in 2009.
 Level of corruption is one of the lowest among the CIS countries
 Georgia enjoys rapidly increasing banking intermediation fueled by the fast-growing SME sector,
expanding household consumption and developing infrastructure
 This dynamism is underpinned by large-scale structural reforms, improved tax administration,
liberal tax environment with one of lowest tax rates worldwide, robust legal/regulatory reforms and
a new wave of privatizations
(For additional information about Georgian investment environment visit www.investingeorgia.org
www.investmentguide.ge)
1.2 Georgian Economy Highlights














Area:
Population:
Life expectancy:
Official language:
Literacy:
Capital:
Currency (code):
Exchange Rate USD/GEL:
GDP (2008E):
GDP real growth rate 2008:
GDP per capita 2008E (PPP):
Inflation rate (e-o-p) 2008:
External debt to GDP YE 2008:
Unemployment rate:
69,700 sq km
4,630,841 (2008E)
76.51 years
Georgian
100%
Tbilisi
Lari (GEL)
1.668 (Jul 2009)
US$12.8 billion
2.1%
US$4,851
5.5%
21.4%
13.6% (officially registered)
or
6
1.3 Georgian economy –key points













Strong economic performance since 2003
High degree of energy security and low level of dependence on Russia
The effects of conflict with Russia and global financial crisis in 2H 2008
Expected economic slowdown
No major long-term interruption of supplies such as gas, electricity, food, etc
Decrease of exports
Resilience of the economy –going forward
Pledged donor funding of USD 4.5 billion over three years
GEL 2.2 billion fiscal stimulus package for 2009
IMF stand-by arrangement of USD 750 million
Tax reforms, special taxation regimes
Commitment to economic reforms
US-Georgia Charter of Strategic Partnership
Real GDP growth rate
14.0
12.3
12.0
11.1
10.0
9.6
9.4
8.0
6.0
4.8
4.0
2.0
5.9
5.5
2.1
1.8
0.0
2000
2001
2002
2003
2004
2005
2006
2007
2008
The “Rose Revolution” (November 2003) brought political stability and economic transformation, paving
the way for rapid consumption-driven economic expansion and increased demand for banking services.
From 2003 to 2007 the GDP growth rate on average was 8.0 % but had a sharp fall to 2.1% in 2008 due to
the war with Russia and the global financial crisis.
The number of taxes was cut from 21 to 7 with measures taken to eliminate exemptions as well as to
broaden VAT and profit tax. In 2007 The World Bank assesses Georgia as a top reformer, improving in 6 out
of 10 areas studied by Doing Business which enhanced its ranking worldwide from 112th place to 37th.
7
Georgia has improved its performance by scoring took 18th place in 2007 and 11th place in 2009. According to
the Heritage Foundation’s Index of Economic Freedom, Georgia jumped from 105th place in 2005 to 32th in
2009.
After the short war and annexing of two ethnical regions by Russian Federation last year the political
relation with Russia is indifferent, but the political situation itself is stable in Georgia. The IMF reports that
irrespective of the tensions with Russia, Georgia’s economy maintains strong economic growth trends.
Favorable macroeconomic conditions and sound government policies have positively impacted the
banking sector, which is set to experience sustained growth. It remains underdeveloped even by CIS
standards but is growing fast.
The regulatory environment under the management of the National Bank of Georgia (“NBG”) is rather
strict but favorable for foreign investors. A centralized Credit Bureau has already been set up by local
banking institutions. Georgia has a consolidated property registration system allowing users to obtain title in
as little as one day. Foreclosure was complicated as it required a court order and a public sale of the
collateral; however, the Georgian Parliament has passed the law targeted at simplifying foreclosure
practices. Technical assistance provided by the NBG, equity investments and credit lines from International
Financial Institutions (“IFIs”) such as IFC, DEG, KFW and EBRD, has improved confidence and facilitated
further institutional development in the sector.
8
2. MFO GEORGIAN CREDIT
2.1 Executive Summary
Mission
The mission of MFO Georgian Credit is to provide financial services to family economies, poor and lowincome persons as well as to entrepreneurs so that they can create jobs, build assets, and improve their
standard of living.
Georgian Credit accomplishes this objective through providing small amounts of capital that can make the
difference between absolute poverty and a thriving little business generating enough income to feed a
family, send children to school, and build decent housing. These loans are renewable resource which can
improve the economy of an entire community. A loan is borrowed, invested, and repaid, after which it can
be used to stimulate yet another fledgling business. Georgian Credit loans circulate throughout lowincome communities until their effect is multiplied many times. The vision of Georgian credit is to
maintain a leading position in Georgian microfinance sector.
Past
Georgian credit (www.geocredit.ge) was founded on April 13th 2006. Head of supervisory board is Mrs.
Marika Khaliani, other members are Prof. Gocha Tutberidze, Prof. Baadur Kipiani. The operative
management and the representative authorization of Georgian Credit are imposed on the executive
Director Mr. Vakhtang Sheliava. In 2006 Georgian Credit received the license of microfinance institution
and was the first microfinance organization to receive such license in Georgia at that time. From
September of 2006 GC started to operate as a full service microfinance organization. On December 5th
2006 GC have launched its first successful bond emission and thus became only the third organization in
general to attract resource in such a way and the first microfinance organization.
Active promotion of products resulted good financial results during 2007. Because of high demand GC
expanded its business on April 2008 and opened the first service center in the old town of Tbilisi city.
During 2008 GC became member of the international microfinance network “Mixmarket”. On May 2008
the second successful bond emission started that helped to meet the demand of customers for a short
time.
9
Present
Today, Georgian Credit is operating with one service center in Tbilisi. It has approximately 300 clients with
an average loan size of 2,657 GEL (USD 1,600). The total assets of MFO Georgian Credit is USD 620.000.
Future
The vision of Georgian credit is to maintain a leading position in Georgian microfinance sector. From the
beginning of January 2010, Georgian Credit is planning to open several branches, one in Tbilisi, one in
Kutaisi (second largest city in Georgia), one in Gori and one in Marneuli.
Gori and Marneuli are traditionally known for its agriculture. Marneuli is located 30km south-east from
Tbilisi. The agriculture is focused on vegetables in this region, whereby the agriculture in Gori is mainly
focused on fruits. Gori is approximately 80 km north-west from Tbilisi. Gori is a very important city in
aiming its mission of Georgian Credit. This Region has been hardly affected during the Russian-Georgian
war in 2008. Therefore Georgian Credit can contribute a large part to develop this region.
Georgian Credit is planning to purchase the property in Tbilisi for the second branch and aims to get for
this purchase a hypothec credit by a local Bank (HSBC). In case of other branches (Kutaisi, Gori,
Marneuli) Georgian Credit will rent the facility.
2.2 Equity and liabilities site
2.2.1 Shareholder
The shareholder structure before capital increase:
Class of Shareholder
No of Entities or
Total Number of
% of Share
Individuals
Shares Held
Capital
LTD Baad Group
37.5 %
37.5 %
LTD Consulting Group GT
37.5 %
37.5 %
Mamuka kajrishvili
25 %
25 %
Total
100%
100%
10
The shareholder structure after capital increase:
Class of Shareholder
No of Entities or
Total Number of
% of Share
Individuals
Shares Held
Capital
LTD Baad Group
18,375 %
18,375 %
LTD Consulting Group GT
18,375 %
18,375 %
Mamuka Kajrishvili
12,25 %
12,25 %
51%
51%
100 %
100 %
EMIC Invest GbR
Total
EMIC Invest GbR is a Partnership under the Civil Code that will hold 51% of total shares after capital
increase in December 2009. The shareholders of EMIC Invest GbR are Mr. Philip Nitzsche and Mr. Tim
Meyer-Schell and have their background in property investments in Germany, Poland and Romania and
advisory in Georgia.
2.2.2 Liabilities
The liabilities of Georgian Credit are obtained by local banks and private persons. Georgian Credit has an
absolutely 3 years track record. Presently MFO Georgian Credit has a loan of USD 41,000 from HSBC
Georgia and a loan of USD 40,000 from Basis Bank. The initial loan amount in HSBC Georgia was USD
100,000 with an interest rate of 17% per annum and duration of 24 month. The maturity of the loan is
September 2010. The initial amount of the loan at Basis Bank was GEL 350,000 (about USD 210,000)
with an interest rate of 17% per annum and duration of 24 month. The maturity of the loan is December
2009.
In 2007 Georgian Credit has issued and successfully placed a one year bonds with a total amount of USD
100,000 and a coupon of 18%. The maturity of the bonds was in May 2008 and has been successfully
paid off by the MFO. The second bonds with an amount of GEL 400,000 was issued in March 2008 and
successfully paid off in March 2009. The interest rate of this bonds was 17%.
11
Georgian Credit has also debt that is offered by individuals in the amount of approximately USD
250,000. The average annual interest rate is 22%. The following table presents the past and current
loans of MFO Georgian Credit.
Bank
Basis Bank
Basis Bank
Basis Bank
Basis Bank
bonds
Basis Bank
Basis Bank
Basis Bank
HSBC
KorStandart
KorStandart
Currency
GEL
GEL
GEL
GEL
GEL
GEL
GEL
GEL
USD
USD
USD
Sep 06
Nov 06
Jan 07
Mrz 07
Mrz 08
Okt 07
Dez 07
Mrz 08
Nov 08
-
Maturity
Sep 07
Nov 07
Jan 08
Mrz 08
Mrz 09
Okt 09
Dez 09
Mrz 10
Nov 10
-
disbursed amount
52.880
69.200
85.995
85.225
400.000
150.000
100.000
100.000
100.000
limit up to 100.000
limit up to 200.000
saldo
5.555
11.000
22.170
41.735
39.795
-
interest rate
17%
17%
17%
17%
17%
17%
17%
17%
17%
30%
28%
loan type
annuity
annuity
annuity
annuity
annuity
annuity
annuity
annuity
annuity
credit line for lombards
credit line
Privat
Person 1
Person 2
Person 3
Person 4
Person 5
Person 6
Person 7
Person 8
Person 9
Person 10
Person 11
Person 12
Person 13
Person 14
Person 15
Person 16
Person 17
Person 18
Person 19
Currency
USD
USD
USD
USD
USD
EURO
USD
EURO
USD
USD
USD
GEL
USD
USD
GEL
EURO
USD
EURO
USD
Nov 08
Jan 09
Jan 09
Feb 09
Feb 09
Feb 09
Mrz 09
Mrz 09
Jun 09
Jul 09
Jul 09
Aug 09
Aug 09
Sep 09
Sep 09
Okt 09
Okt 09
Okt 09
Okt 09
Maturity
Nov 09
Okt 09
Jan 10
Nov 09
Feb 10
Feb 10
Dez 09
Mrz 10
Mrz 10
Jan 10
Jan 10
Nov 09
Okt 09
Mrz 10
Dez 09
Jan 10
Jan 10
Jan 10
Jan 10
disbursed amount
3.000
12.387
5.500
11.000
3.000
6.900
5.900
8.000
7.000
8.000
25.000
15.000
16.000
4.000
30.000
10.000
20.000
15.000
15.000
saldo
3.000
12.387
5.500
11.000
3.000
6.900
5.900
8.000
7.000
8.000
25.000
15.000
16.000
4.000
30.000
10.000
20.000
15.000
15.000
18%
23%
23%
23%
22%
22%
22%
23%
23%
23%
23%
22%
23%
23%
23%
23%
23%
23%
23%
loan type
bullet
bullet
bullet
bullet
bullet
bullet
bullet
bullet
bullet
bullet
bullet
bullet
bullet
bullet
bullet
bullet
bullet
bullet
bullet
Georgian Credit is in negotiation with local banks to obtain further loans.
12
2.3 Location
The service Center is located in the center of 3 very active trading locations in the Avlabari Part of Tbilisi.
It is close to the underground station and to a main street. The Service Center is rented for 950 EUR per
month and has approximately 100 sq. m.
13
2.4 Loan Products
2.4.1 List of Products
Georgian Credit offers several products to its clients with an easy access, personalized service, flexible
requirements regarding collaterals, a quick approval process and available to all types of individuals and
entrepreneurs.

Nonstop loan for individuals and businesses, collateralized by real estate. Duration 3 – 48 months,
loan amount 2,000 – 25,000 GEL.

Business micro loan, collateralized by real estate: duration 3 – 48 months, loan amount 300 – 25,000
GEL

Express micro loan, collateralized by personal guaranty: duration 3 – 36 months, loan amount 2005,000 GEL

Consumer Loan, collateralized by personal guaranty: duration 3 – 12 months, loan amount 100 –
4000 GEL

Lombard Loan collateralized by gold: duration 3 months, loan amount 100 – 5000 GEL

Agricultural loan is in stage of development, the goal is to support small farmers and individuals.
Duration should be not more than 9 months and total amount 5000 Gel. Collateralized with land.

All possible money transfer systems such as: Western Union, Migom, Anelik, Contac, etc.
2.4.2 Credit approval process
All Products are strictly standardized. The decision making process is not complicated and there is no
requirement of deep analytical skills from employees involved in the process. At first, credit office gives
a brief overview on standard loan products the potential client and helps them to choose an optimal
product. After that the client fills out the standard application form and signs it. The application form
has to be checked for completeness by a credit officer and afterwards will be sent to the underwriting
department. The information provided by application form is sufficient to proof the potential client in
local and external (Credit Bureau (similar to Schufa in Germany), municipal registry) databases. The
cross questions allows to check, if the client is honest. In some cases the underwriter has to proof the
information about the client through public available information (phone call). If the application
performs the product and risk management restrictions, the underwriter transmits it back to the credit
officer with details of the loan (maturity, interest rate, collateral, personal guaranty etc.). After receiving
the feedback from central underwriting department, the credit officer informs the client about the
14
decision making. In case of positive decision, credit officer also informs him regarding documents
necessarily for loan disbursement. The underwriter and the credit officer have to be two different
persons. The underwriting is centralized under Chief Operations Officer. The applications will be sent
from several branches to the central underwriting department.
In cases of collateral (real estate) the appraisal of the property has to be made by external companies.
The independence of the appraisal is an important risk hedging factor. It is also important that the
external company is responsible for the selling of the property in necessary cases. In cases of personal
guaranty, the guarantor has to be proved by the underwriter like the client himself, too. It is required
that the guarantor is permanent and currently on-going employment. The registration of mortgages and
other documents takes place at MFO Service Center by an authorized lawyer or notary.
Another important point is risk management on the level of product development. Product
development committee is responsible for developing new products and its risk analysis and for the
portfolio risk management for each product and the portfolio on the whole. The supervising of the
process takes place at risk management committee in monthly terms. The new products also have to be
approved by risk the management committee (supervisory board).
The Georgian law allows to foreclose a mortgage in the case of 60 days after first overdue. 15 days after
foreclose the mortgage the first auction should be take place. The second auction will be one week later
and third two weeks later. It means that the loan will be amortized lately 90 days after overdue.
15
2.5 Current Loan portfolio (31.09.2009)
Product
Portfolio
Part in total
Portfolio
Number of
Loans
Average
Loan
WA Interest
Rate
Non-stop loans
316,448
40.6%
46
6,879
58.0%
Micro loan
365,640
46.9%
60
6,064
46.8%
Lombard Loan
59,450
7.6%
158
376
47.7%
Express micro loan
22,710
2.9%
13
1,747
44.4%
Consuming loan
15,980
2.0%
12
1,332
44.3%
total/average
780,228
100%
289
2,700
51.3%
Disbursed in
Portfolio
Part in total
Portfolio
Number of
Loans
Average
Loan
WA Interest
Rate
GEL
297,705
38.2%
106
2,809
46.3%
USD
482,522
61.8%
183
2,637
54.3%
total/average
780,228
100%
289
2700
51.3%
Total overdue Loans
< 7 days
7-30 days
30-60 days
> 60 days
total
12,019
37,552
19,458
11,486
80,515
% of total portfolio
1.5%
4.8%
2.5%
1.5%
10.3%
overdue amount
1,177
6,627
3,255
2,805
13,865
number of loans
3
9
7
3
22
Loan Portfolio
PAR > 30
3.97%
Overdue Loans (including
overdue less than 30 days)
Part in Product Portfolio
number of loans
Micro Loan
46,967
12.8%
13
Non-Stop Loan
32,232
10.2%
8
Consumer Loan
1,316
8.2%
1
Express Micro Loan
-
0.0%
0
Lombard Loan
-
0.0%
0
Product
80,515
22
16
2.6 Cooperation with United Telecom of Georgia
MFO Georgian Credit has signed an agreement of cooperation with Georgians’ largest telecommunication
and internet carrier: United Telecom of Georgia (UTG). The cooperation is about renting space in service
centers of UTG/respectively sharing service centers for operations. UTG has already stores and service
centers throughout Georgia. This cooperation is a very important step to increase the awareness/visibility
of Georgian Credit.
It enables MFO Georgian Credit to build up an infrastructure of service centers in a fast and cheap way.
The cooperation will begin with an information desk at the foreign post office building in the center of
Tbilisi. Every day hundreds of clients are visiting this office of UTG. These service centers will be used to
inform clients that are interested in applying for credits. It will also serve as a direct contact for clients to
MFO Georgian Credit. The decision making process/granting of a loan will be in a main office.
17
3. ORGANIZATION OF THE COMPANY
3.1 Governance Structure
General Meeting of Shareholders
External Audit
Supervisory Board
Risk management committee
Board of Directors
Product development committee
CEO
CFO
COO
CCO
Treasury
Underwriting
Service Centers
Accounting and
Reporting
Lawyer
Product Development
and Marketing
HR
Security
IT
3.2 Principles
Georgian Credit has a dual mission that combines social and financial objectives. The social mission
seeks to provide financial services to as many of the lowest income population as possible; the financial
objective sustained service delivery without dependence on subsidies.
The primary obligation of the Supervisory Board and the Board to the Company is to ensure the viability
of the Company and its business as distinct from protecting the interests of any specific Shareholders or
groups of Shareholders.
Each Shareholder and members of Supervisory Board and the Board’s member shall use his/her best
efforts, skill and abilities to promote the interests of the Company. Each Shareholder and member
18
agrees that he/she will keep all matters pertaining to the Company strictly confidential other than
normal disclosures (e.g. brochures, financing offers and documents) made in the course of business.
The Company agrees to provide, or make available, to the Shareholders monthly income statements and
balance sheets within a reasonable time, but no greater than 30 days, after the end of each month.
Every member of Supervisory Board of the Company shall exercise the powers and discharge the duties
of his/her office honestly, in good faith and in the best interests of the Company, and in connection
therewith shall exercise the degree of care and diligence and skill that a reasonably prudent person
would exercise in comparable circumstances.
Members of the Supervisory Board and of the Board shall be prohibited to conduct the same business
activity as the Company, to participate in other companies or other entities conducting the same
activities as the Company in their capacity as a director, senior manager, member of Supervisory board
or shareholder without prior written consent of the shareholders of the Company. Nor they are allowed
to provide advisory or consulting services to such companies or entities while they are members of
Supervisory Board of the Company. This does not preclude them from investing on an arms-length basis
in any company or other business entity. The members of the Supervisory Board and/or the Board who
have breached requirements of this section must remunerate the Company for any damages, losses and
expenses to the Company arising from this breach.
3.3 The Supervisory Board
The Supervisory Board shall be elected by the Shareholders’ Meeting by a simple majority of issued and
outstanding shares. The members of the Supervisory Board are elected for four-year term. The
members of the Supervisory Board might unlimitedly be re-elected. Notwithstanding the above, the
Shareholders Meeting can discharge any member of the Supervisory Board at any time. The
Shareholders’ Meeting might decide on the compensation if any for the Members of Supervisory Board.
The Supervisory Board shall consist 5 (five) members, majority of which (3 (three) from 5 (five) shall be
nominated by EMIC Invest GbR. The rest from 5 (five) - 2 (two) members shall be nominated by other
shareholders (BAAD Group, Consulting group GT and Mamuka Kajrishvili) jointly. Any member of the
Supervisory Board nominated by one of the Shareholders can be discharged by the unilateral decision of
19
the respective shareholder. The successor of the member of the Supervisory Board so discharged shall
be nominated by the respective shareholder and elected by the Shareholders’ Meeting as a member of
The Supervisory Board within 30 days upon Discharge of its predecessor.
The Supervisory Board shall elect the Chairman and Deputy Chairman of the Supervisory Board out of its
members. The Chairman or, in case of absence or inability of the Chairman, the Deputy Chairman
presides over Supervisory Board’s meetings and liaises between the Supervisory Board, the Board and
the Shareholders.
The members of the Supervisory Board are not allowed to act as Directors.
3.3.1 Meeting of the Supervisory Board
Regular quarterly meetings the Supervisory board shall be scheduled by the Supervisory Board
(“Meeting of the Supervisory Board”). Meeting of the Supervisory Board shall be called with at least 10
(ten) business days’ prior notice to be given to the members of the Supervisory Board, unless the giving
of such notice is waived by each member before, during or after the meeting. In addition, any member
of the Supervisory Board may call a meeting of the Board (“Extraordinary Meeting of the Supervisory
Board”) with at least 10 (ten) business days’ prior notice to be given to the other members unless the
giving of such notice is waived by each member before, during or after the meeting. Attendance at the
meeting by a member shall be deemed to be a waiver of the giving of such notice. The notice of meeting
shall set out in reasonable detail the agenda of the meeting. No other issue shall be decided upon at
such meeting without the consent of all members present in person or represented by another member.
Each member of the Supervisory Board may be represented by only one person;
Meetings of the Board may be held by telephone conference, electronic communication or other
communication facility and subsequently the minutes of the meeting circulated for signature so long as
all members participating in the meeting may simultaneously hear and communicate with all other
participating members;
A quorum required for a Meeting of the Supervisory Board comprises of a Majority of its members,
however including at least a majority of the members nominated by EMIC Invest. If a quorum is not
obtained at any meeting, the meeting shall be adjourned and will be reconvened on the twenty business
20
day thereafter and a quorum will be constituted by the members present in person or represented at
that meeting.
3.3.2 Matters Requiring Supervisory Board’s Approval
(a)
Appointment of the members of the Board; Determination of their annual salaries as well as
other benefits, any; before redefined by the Supervisory Board, if any, the Officers of the
Company;
(b)
Appointment of the external auditors and advisors of the Company. Determination of their
duties and functions as well as service fees or other remuneration to be paid for the services
rendered to the Company.
(c)
Definition of basic principles of the Company’s policy;
(d)
Creation and liquidation of branches of the Company;
(e)
Approval of organizational structure of the Company;
(f)
Approval of the business plan of the company to be prepared;
(g)
Acquisition by the Company of any business interests or membership or any participation in any
other commercial or non-commercial entity (company, corporation, partnership etc.); The
directors shall prepare the annual report and report on the economic situation, also the
proposal for the distribution of net profit for the submission thereof to the Supervisory Board
for consideration. The Supervisory Board shall submit the accepted proposal for the distribution
of net profit to the Shareholders Meeting for final approval. In the case of failure of the directors
and the Supervisory Board to come to an agreement concerning the distribution of net profit
both proposals on the distribution of net profit shall be presented to the Shareholders Meeting.
Under a decision of the Shareholders Meeting the net profit may be either retained in the
company, or be accounted for in the new report.
(h)
Assumption of any secured (i.e. collateralized) debt obligations by the Company;
(i)
Granting of any guarantee, surety-ship or any other collateral by the Company in favour of any
legal of physical person/s.
(j)
Disposal of the whole or any part of the company’s business, undertaking or assets of outside
the normal course of its business,
(k)
Initiation of the new business activities; any diversification/expansion in the business of the
Company or cessation or reduction of the actual scale of Company’s business;
21
(l)
To approve any proposal made by the Board regarding and/or to offer to Shareholders Meeting
any merger, division, consolidation, reorganization or liquidation of the Company;
(m)
Approval of any action, contract, agreement or transaction of the Company besides the usual
activities, if capacity exceeds $20,000 (twenty thousand US Dollars);
(n)
To approve any proposal made by the Board regarding and/or to offer to Shareholders Meeting
any alteration, variation or change to the authorized or issued capital of the Company;
(o)
Decision on the salaries and bonuses of directors as well as CEO, COO, CCO, CFO of the
Company, if they are not Directors;
(p)
To approve any proposal made by the Board regarding and/or to offer to Shareholders Meeting
any redemption or repurchase of any issued and outstanding shares of the Company;
(q)
Approval of any contract, agreement or any other transaction in value exceeding $50,000 (fifty
thousand US Dollars);
(r)
Decision on signing, execution and consummation of contracts in favour of any person, including
companies, in which the partners, directors, members of the Supervisory board and/or the
Company may have substantial financial interest whether individually or collectively;
3.4 The Board of Directors
3.4.1 Responsibility of the Board
The Board shall be responsible for conducting the day to day management of the Company and shall
take all decisions and actions relating to operational and management matters not allocated to the
Shareholders' Meeting and the Supervisory Board of the company according to this Agreement, the
Charter of the Company and the compulsory provisions of the applicable legislation in force, including
but not limited to:
(a)
Making decisions on investments;
(b)
Securing liabilities of the Company;
(c)
Disposal of, sell, license or transfer of assets of the Company;
(d)
Transfer or disposal of any property rights owned by the Company;
(e)
Issuance and revocation of proxies;
(f)
Approval and conducting of any proposed expenditure, payment, commitment and/or
investments within the budget of the Company;
22
(g)
Any expanses payment, commitment and/or investment made by the Company within the
amount of approved budget;
(h)
Remuneration of the employees of the Company including benefits;
For this purpose, the Board may set up or constitute sub-committees of Directors as may be required,
which sub-committees shall comprise of such persons who will be nominated by the Directors.
3.4.2 Board Composition
The Board shall comprise of up to 4 members (The “Director/Directors”). Majority of which 3 (three)
from 4 (four) including CEO, shall be nominated by BAAD Group, Consulting group GT and Mamuka
Kajrishvili jointly. 1 (one) member in the Board - CFO - shall be nominated by EMIC Invest. The members
of the Board are appointed by the decision of the Supervisory Board by simple majority of voices of the
members of the Supervisory Board present in person or duly represented. The members of the Board
are elected for three-year term. The re-election of Board members is unlimited. If the votes are divided
equally among the members of the board the deciding vote goes to the CEO.
At least two members of the Board shall vested with the authority to represent the Company in legal
relations with third persons (hereinafter the “Signatory”/”Signatories”). The Signatories are authorized
to act severally on behalf of the Company following the Board's approval.
Duties, responsibilities and positions in the Company’s corporate governance structure and respective
remunerations of the Directors shall be defined by the Supervisory Board’s decision and can be detailed
within the scope of the respective service/management agreement between the Company and the
Directors. In relations with the Directors the Company shall be represented by the Chairman of the
Supervisory Board acting on behalf of the Supervisory Board.
3.4.3 Meetings of the Board of Directors
The meeting of the Board (hereinafter the "Board Meeting") shall be convened by any Director by
providing at least 7 (seven) business days’ prior written notice to each other Director, unless a Director
agrees to a shorter notice period in writing or wives the prior notice before, during or after the Board’s
Meeting.
23
The Board is quorate if at least a Majority of directors are present in person or duly represented. In the
event a quorum is not present within 15 minutes of the commencement of the meeting, the meeting
shall be adjourned to a day not earlier than the 8nd business day thereafter. This second Board Meeting
shall have the same agenda and shall be quorate if one Director appointed is present at the meeting.
The Directors can also participate in the Partners' Meeting via video conferencing/tele conferencing.
All decisions and resolutions at the Board Meeting shall require approval of the majority of the Directors
present at the meeting.
3.5 Shareholders’ Meeting
The supreme body of the Company is Shareholders’ Meeting. The Shareholders Meeting takes decisions
on the following issues:
(a)Approval of the basic principles of the Company’s policy;
(b)
Any direct or indirect transfer and/or disposal by any partner of any of its ownership interest in
the Company to any third party (other than an affiliate), including but not limited to the pledge
of the respective ownership interest in favour of any third party;
(c)
Amend the rights of any ownership interest of the Company;
(d)
Amending the Charter and registration data of the Company;
(e)
Declaration by the Company of any dividend;
(f)
Approval of the annual accounts, annual financial statements and appropriation of annual
profits;
(g)
Approval of the reports of the Supervisory Board and the Board
(h)
Appointment and removal of the members of the Supervisory Board and drawing up and
termination of service contracts with them,
(i)
Appointment of the external auditors;
(j)
Appointment of the share registrar of the Company, if any;
(k)
Any merger, division, consolidation, reorganization or liquidation of the Company;
(l)
Representing the Company in the litigations and proceedings against Directors and Supervisory
Board’s members;
(m)
Demanding full payment of the shareholders’ contributions;
(n)
Returning additional contributions;
(o)
Creation and dissolution of the supervisory board of the Company;
(p)
Increasing Company’s Charter Capital via issuance of additional shares or otherwise;
24
(q)
Any other action by the Company materially affecting the rights and obligations of the
shareholders and/or Company;
The Shareholders’ Meeting shall be convened at least once in a year, not later than within 2 (two)
months upon drawing up the company’s annual balance sheet (“Shareholders’ Meeting”). The Board is
also authorized to call an extraordinary Shareholders Meeting. The extraordinary shareholders Meeting
shall be called by the Board, if it is required to do so by the Supervisory Board or any Shareholder of the
Company. The Shareholders Meeting shall be convened by the Board, which decides on the time and
place for convening in the Ordinary Shareholders’ Meeting. The Board in cooperation and approval of
the Supervisory Board shall set the agenda of the proposed meeting. Any Shareholder of the Company
may propose the matters to be transacted in the Shareholders Meeting. The proposal shall be included
in the agenda of the Meeting, if it is conveyed to the Company at least 7 (seven) business days prior
convening the Meeting by the Board.
The Ordinary Shareholders’ Meeting shall be convened by the Board of directors via at least twenty (20)
days’ prior written notice of the meeting to be sent by the convener through a registered mail or
through other means of communication including E-mail facilitating the confirmation of the receipt shall
be given to each Shareholder.
The Shareholders' Meeting shall be presided over by the chairman of the Supervisory board, In his
absence by the deputy chairman of the Supervisory Board, any Director or Shareholder appointed by the
members present of represented.
The presence or representation of the Shareholder/s holding a simple majority of shares of the
Company shall be required to constitute a valid quorum for the Partners' Meeting. In the event the
meeting is not quorate, the convener of the Shareholders' Meeting shall convene a second meeting
within one week, with the same agenda and this second Shareholders’ Meeting shall be quorate even if
majority of the shares are not represented in the Meeting. The Shareholders can also participate in the
Shareholders' Meeting via video conferencing/tele conferencing and subsequently circulate minutes of
the meeting for signature.
25
It is not necessary to call the Shareholders' Meeting if all shareholders send their prior written consent
concerning the issue under consideration. The written consent shall be equal to the minutes of the
shareholders’ Meeting and be deemed as a decision of the shareholders' Meeting.
Matters Requiring Unanimous Shareholders Resolution:
(a) alterations, variations or changes to the authorized or issued capital of the Company;
(b) Changes and amendments to the charter of the Company;
(c) the issuance, redemption or repurchase of shares of the company;
(d) creation and liquidation of branches of the Company;
(e) Any merger, division, consolidation, reorganization or liquidation of the Company.
26
4. FINANCIALS OF MFO GEORGIAN CREDIT
4.1 Historical Balance Sheet in USD
MFO GEORGIAN CREDIT
Exchange rate
2006
2007
2008
Q2 2009
1,7135
USD
1,5916
USD
1,667
USD
1,68
USD
N
Income Statement
1
2
3
Interes t i ncome
other i ncome
Total interest Income
34.108
0
34.108
281.866
0
281.866
261.582
0
261.582
160.640
0
160.640
4
5
6
7
8
9
10
11
Interest Expences
Interes t Expences (Pers ons debts )
Interes t Expences (juri di ca l pers on)
Interes t Expences (Ba nk debts )
Interes t Expences from externa l fi na nci a l Ins ti tuti ons
i nteres t Expences (Own s ecuri ti es )
other i nteres t expences
Total interest Expences
Net interest income
0
1.785
0
1.876
0
0
0
3.661
30.447
0
14.132
4.470
20.351
0
38.438
0
77.391
204.475
0
28.162
488
30.214
0
26.851
0
85.716
175.866
0
28.940
0
15.234
0
13.016
0
57.190
103.450
0
1.327
2.682
-4.310
0
499
198
0
0
15.626
0
19.535
35.162
-34.964
-4.517
0
-4.517
0
1.306
5.683
-9.745
0
1.719
-1.038
0
2.838
48.177
4.358
34.379
89.752
-90.790
113.685
18.464
95.221
0
7.013
1.353
-18.568
0
13
-10.190
0
3.668
63.446
7.165
58.397
132.677
-142.866
33.000
0
33.000
0
5.784
1.770
-1.008
0
0
6.546
0
0
37.144
0
27.758
64.903
-58.357
45.093
0
45.093
Interest income
12
13
14
15
16
17
Non-interest income
Net commi s i on & i ncomes
Ga i n & l os s from Forei gn Excha nge Tra ns a cti ons
Ga i n & l os s from current a s s ets a ppri s a l
Ga i n & Los s from s el l i ng of Property
Other non-i nteres t i ncome
Total non-interest income
Non-interes expences
Devel opment, Ma rketi ng a nd cons ul ti ng expecs es
a dmi ni s tra ti ve&s ta ff expences
Depreci a ti on a nd Amorti za ti on
Other non-i nteres t expences
ToTal non-interest expences
NET non-interst income
Proffit Before Taxes
Ta x
18
19
20
21
22
23
24
25
26 Net Profit
27
4.2 Historical Income Statement in USD
MFO GEORGIAN CREDIT
Exchange rate
N
Balance Sheet
2006
2007
2008
Q2 2009
1,7135
USD
1,5916
USD
1,667
USD
1,68
USD
1
2
3
4
5
6
7
8
9
10
11
Assets
Ca s h
Ca s h on ba nk a ccount
Securi ti es
Loa ns
Increa s e i n l oa n l os s provi s i ons
Net Loa ns
a ccrued i nteres t a nd di vi dents recei va bl es
As s ets l eft from col l a tera l
Fi xed a s s ets a nd nonta ngi bl e a s s ets
Other a s s ets
Total assets
37
104.026
0
334.018
0
334.018
6.580
13.252
40.738
0
498.650
23.395
53.669
0
465.116
0
465.116
40.841
0
23.583
13.162
619.766
21.006
13.707
0
691.996
0
691.996
33.429
48.028
32.858
47.634
888.658
9.868
7.999
0
482.219
0
482.219
0
0
98.967
15.531
614.584
12
13
14
15
16
17
Liabilities
Is s ued s ecuri ti es
debt
a ccrued i nteres t a nd di vi dents pa ya bl e
Other l i a bi l i ti es
Subordi na ted l i a bi l i ti es
Total liabilities
0
0
359.477
269
-2.478
0
357.267
0
0
345.518
3.475
23.328
0
372.321
0
212.957
402.643
15.953
-756
0
630.798
0
101.640
237.692
4.432
1.037
0
344.802
18
19
20
21
Sta tutory Ca pi ta l
Sha re premi um
Accumul a ted profi ts
Total equity
0
145.900
0
-4.517
141.383
0
157.075
0
90.370
247.445
0
149.970
0
107.889
257.859
0
148.810
75.880
45.093
269.783
22
Total liabilies and shareholders equity
498.650
619.766
888.658
614.584
Equity
4.3 From today to the end of year 2009
4.3.1 Capital increase and new credit line
In October 2009 it is planned to do a capital increase by cash contribution in the amount of 102% of
total equity. The equity will be valued at approximately USD 297,291 on 31st of October. Therefore the
cash contribution to equity will be approximately USD 303,236.
MFO Georgian Credit has signed a USD 200,000 credit line contract with Korstandard Bank in October
2009. The credit line has an interest rate of 28% p.a. and is fixed for 24 month.
28
4.3.2 Income Statement 2009 in USD
Income Statement
Interest income
Interes t i ncome
other i ncome
Total interest Income
Interest expenses
Interes t expens es (Pers ons debts )
Interes t expens es compa ni es
Interes t expens es ba nk
Interes t expens es a fter emi c
i nteres t expens es (Own s ecuri ti es )
other i nteres t expens es
Total interest expenses
Net interest income
Non-interest income
Net commi s s i on & i ncomes
Net tra di ng i ncomes
Ga i n & l os s from Forei gn Excha nge
Tra ns a cti ons
money tra ns fers
other non i nteres t i ncome
Tota l non-i nteres t i ncome
Non-interest expenses
a dmi ni s tra ti ve&s ta ff expens es
Other non-i nteres t expens es
Total non-interest expenses
NET non-interest income
Profi t Before Ta xes
Increase in loan loss provisions
Ta x
Net Profit
aug
sep
oct
nov
dec
2009 F
100%
33.359
0
33.359
100%
39.421
0
39.421
298.009
0
298.009
21.731
0
21.731
19.500
0
19.500
100%
23.358
0
23.358
3.540
0
2.481
3.540
3.540
3.540
3.540
46.641
1.369
1.263
2.333
1.156
4.593
1.048
4.444
0
0
6.021
15.710
22.551
11.370
13.016
4.909
14.591
7.137
16.221
9.290
24.070
9.032
30.389
93.578
204.431
120
215
492
165
589
198
841
283
994
334
8.819
2.965
-1.006
497
4
-170
0
4.634
3.040
7.674
-7.844
7.866
0
0
7.866
-168
41
0
531
-201
50
0
636
-287
71
1
908
-339
84
1
1.073
-3.009
742
6
9.524
7.200
2.328
9.528
-8.997
5.594
12.000
2.788
14.788
-14.152
2.069
13.200
3.982
17.182
-16.274
7.796
13.200
4.706
17.906
-16.832
13.556
87.378
44.602
131.980
-122.457
81.974
5.594
2.069
7.796
12.296
1.260
12.296
69.678
29
4.3.3 Balance Sheet 2009 in USD
Balance Sheet
aug
sep
oct
nov
dec
2009 F
5.268
4.751
4.126
3.722
90.441
81.570
6.797
6.130
6.797
6.130
465.545
557.638
796.418
941.129
941.129
99.988
35.635
611.186
100.987
36.347
702.821
101.997
37.074
1.107.500
103.017
37.816
1.094.888
103.017
37.816
1.094.888
89.176
0
237.692
81.628
96.844
237.692
73.972
190.460
237.692
66.207
183.926
237.692
66.207
183.926
237.692
1.369
1.640
2.342
2.768
2.768
328.238
417.804
504.466
490.594
490.594
148.810
75.585
58.553
282.948
611.186
148.810
75.585
60.622
285.017
702.821
595.238
0
7.796
603.034
1.107.500
595.238
0
9.056
604.294
1.094.888
595.238
0
9.056
604.294
1.094.888
Assets
Ca s h
Ca s h on ba nk a ccount
Securi ti es
Loa n Portfol i o
Increa s e i n l oa n l os s provi s i ons
Loa n Portfol i o
Fi xed a s s ets
Other a s s ets
Total assets
9.412
8.489
0
465.844
0
465.844
98.998
34.936
617.679
Liabilities
Is s ued s ecuri ti es
Due to ba nks
Due to ba nks a fter emi c
Due to pers ons debts
Ta x pa ya bl es
Pa y i nteres t a nd di vi dents
Other l i a bi l i ti es
Subordi na ted l i a bi l i ti es
Total liabilities
237.692
0
4.643
1.370
0
340.325
Equity
Sta tutory Ca pi ta l
Sha re premi um
Accumul a ted profi ts
Total equity
Total liabilities and equity
0
148.810
75.585
52.959
277.354
617.678
0
96.620
4.4 Financial performance projection
4.4.1 Assumptions
The interest rates for loans depend on loan product, securities and solvency of borrower. The current
average interest rate is 50.3%. From 2010 to 1012 we expect an average interest rate of 36%. For the
2010 we aim a maximum debt/equity ratio of 4. For 2011 and 2012 we aim a maximum debt/equity
ratio of 5. Out of this we expect to gain additional debt for the years 2010 to 2012 as follows:
2010:
USD
3,150,000
2011:
USD
3,500,000
2012:
USD
6,500,000
30
4.4.2 FORECAST Income Statement in USD
Income Statement
Interest income
Interes t i ncome
other i ncome
Total interest Income
Interest expenses
Interes t expens es (Pers ons debts )
Interes t expens es compani es
Interes t expens es bank
Interes t expens es after emi c
i nteres t expens es (Own s ecuri ties )
other i nteres t expens es
Total interest expenses
Net interest income
Non-interest income
Net commi s s i on & i ncomes
Net tradi ng i ncomes
Gai n & l os s from Forei gn Exchange
Trans actions
money trans fers
other non i nteres t i ncome
Total non-i nteres t i ncome
Non-interest expenses
admi ni s trative&s taff expens es
Other non-i nteres t expens es
Total non-interest expenses
NET non-interest income
Profi t Before Taxes
Increase in loan loss provisions
Tax
Net Profit
di vi dends
Retained earnings
2009 F
2010 F
967.020
2011 F
70%
1.761.259
2012 F
70%
2.859.160
298.009
0
298.009
967.020
1.761.259
2.859.160
46.641
42.482
42.482
42.482
22.551
11.370
13.016
4.290
187.112
357.754
566.016
93.578
204.431
233.884
733.136
400.236
1.361.022
608.498
2.250.662
8.819
2.965
51.960
17.469
141.622
47.614
224.975
75.638
-3.009
742
6
9.524
-17.730
4.374
36
56.109
-48.324
11.921
97
152.930
-76.766
18.938
154
242.939
87.378
44.602
131.980
-122.457
81.974
272.160
146.426
418.586
-362.477
370.659
446.400
399.098
845.498
-692.568
668.454
587.520
633.993
1.221.513
-978.574
1.272.088
12.296
69.678
55.599
315.060
94.518
220.542
100.268
568.186
170.456
397.730
190.813
1.081.275
324.383
756.893
31
4.4.3 FORECAST Balance Sheet in USD
Balance Sheet
2009 F
2010 F
2011 F
2012 F
Assets
Cas h
Cas h on bank account
Securi ti es
Loan Portfol i o
Increas e i n l oan l os s provi s i ons
Loan Portfol i o
Fi xed as s ets
Other as s ets
Total assets
Liabilities
Is s ued s ecuri ti es
Due to banks
Due to banks after emi c
Due to pers ons debts
Tax payabl es
Pay i nteres t and di vi dents
Other l i abi l i ti es
Subordi nated l i abi l i ti es
Total liabilities
Equity
Statutory Capi tal
Share premi um
Accumul ated profi ts
Total equity
Total liabilities and equity
6.797
6.130
4.764
4.297
118.652
107.014
296.248
267.190
941.129
3.645.616
6.651.629
10.566.554
103.017
37.816
1.094.888
116.082
47.959
3.818.718
130.805
60.824
7.068.924
147.394
77.140
11.354.525
66.207
183.926
237.692
2.745.467
237.692
5.589.101
237.692
9.106.295
237.692
2.768
10.723
19.564
31.079
490.594
2.993.882
5.846.357
9.375.066
595.238
0
9.056
604.294
1.094.888
595.238
0
229.598
824.837
3.818.718
595.238
0
627.329
1.222.567
7.068.924
595.238
0
1.384.221
1.979.459
11.354.525
32
5. APPENDIX
5.1 License
33
5.2 List of external debt
34
35
36
37
5.3 CV of Head Management
Till mid of October Mr. Vakhtang Sheliava was General Director of Georgian Credit. Presently the new
governance structure is established and Mr. Sheliava became the chief operating officer. Chief executive
officer is Mr. Gocha Tutberidze. Chief Financial Officer is Mr. Giorgi Naskidashvili.
Vakhtang Sheliava
VAKHTANG
SHELIAVA
12 FANASKERTELISTR, TBILISI, GEORGIA (PRESENT)
TEL: (995 32) 36 02 52 (HOME)
(995 99) 27 07 52 (CELL)
E -MAIL: VAKHO@WANEX.NET
DATE OF BIRTH
20 June , 1983
Tbilisi, Georgia
EDUCATION
2000 - 2004
Tbilisi State University
Faculty of Economics
Specialty of International Economic Relations
2004 – Present
Caucasus School of Business
MBA, Finance
Tbilisi, Georgia
Tbilisi, Georgia
WORK EXPERIENCE
September
2002 – 2005
L.T.D. "WANEX"
Fiber- Optical Network Operator
Internet Service provider
Local and International Telephone Service Operator
Tbilisi, Georgia
Finance manage r assistant
Relations with foreign partners
September
2005 - February 2006
JSC ProcreditBank
Saburtalo Outlet
Micro & Small Loan Officer
Tbilisi, Georgia
JSC Bank of Georgia
Senior Loan Officer
Vake Outlet
Tbilisi, Georgia
May 2007 -September2007
MFO “Georgian Credit”
Deputy General Director
Tbilisi, Georgia
September 2007 - present
MFO “Georgian Credit”
General Director
Tbilisi, Georgia
February
200 7- April 2007
LANGUAGES
Georgian - native ; English and Russian - fluent
COMPUTER SKILLS


Microsoft Windows
Microsoft Office
98, 2000, XP
38
Dr. Giorgi Naskidashvili
Dr. Giorgi Naskidashvili
Kostava Str. 60. Apt. 12, Tbilisi, Georgia, 0179
Mobile: +995 95 989999
E-mail: naskidashvili@emic-group.com
Date of birth:
July 20, 1977
Citizenship:
Georgian
Professional Experience
Since 03.2009
Tbilisi State University, Georgia
Faculty of Economics and Business
Department of Business Administration
Associated Professor
Since 2006
Emic-Group LLC, Tbilisi, Georgia
Director
08.2008-02.2009
JSC “Progress Bank”, Tbilisi, Georgia
Chief Commercial Officer
2006-2008
JSC “BTA Silk Road Bank”, Tbilisi, Georgia
Risk Management Department
Head of Department
2005 – 2006
JSC “Bank of Georgia”, Tbilisi, Georgia
Corporate & Investment Banking Department
Energy and Construction Sector Head
2005-2006
Institute of Economics and Law at Georgian Technical University
Invited Professor
2005 – 2005
JSC “Galt & Taggart Securities”, Tbilisi, Georgia
Associate Investment Banker
39
2001 – 2004
University of Bremen, Germany
Department of Accounting and Control
Research Assistant
2000 – 2001
JSC „Bank of Georgia“, Tbilisi, Georgia
Credit Department
Credit Risk Analyst
1999 – 2000
Parliament of Georgia, Tbilisi, Georgia
Committee of Sector Economy and Economic Policy
Leader Specialist
Education
18.12.2007
University of Bremen, Germany
Department of Accounting and Control
Conferment of a doctorate (Dr. rer. pol. - equivalent to Ph.D)
(Topic: The problem of decision making theory in emerging markets)
2002 – 2007
University of Bremen, Germany
Department of Accounting and Control
Postgraduate, DAAS/OSI Scholarship
2000 – 2002
State University of Tbilisi, Georgia
Department of Microeconomics and Management
Postgraduate
1998 – 2000
State University of Tbilisi, Georgia
Master’s course in the Economy and Management
Master in Economics
2000
University of Bremen, Germany
Microeconomics and Management
Guest student in the scope of the Tacis-Tempus Project
40
1998 – 1999
University of Saarland, Germany
Microeconomics and Management
Guest student
1994 – 1998
State University of Tbilisi, Georgia
Bachelor’s course in the Economy and Management
Bachelor in Economics
Publications
Giorgi Naskidashvili (2008): „Betriebswirtschaftliche Handlungskalkuele in Transformationslaender“,
Verlag Diogene, Tbilisi, ISBN: 978-9941-11-019-1
Languages
Georgian – native
German – fluent
English – fluent
Russian – fluent
41
Gocha Tutberidze
Surname
Tutberidze
Name
Gocha
Date and Place of Birth
December 3rd, 1961; Xobi
Nationality
Georgian
Marital Status
Married
Current Address
23, Shengelia str. Tbilisi, Georgia
Tel:
61 09 84; 8 99 100036 (mobile)
Education:
Academic Degree
PhD in Economics; Diploma Kg №027875
1994-1995
Deutche Bank - West Germany (FRG)
Scholarship by the name of Carl Duisberg
1991 - 1992
The University of Mainz by name of Gutenberg - West Germany (FRG)
Research Scholarship
1985-1988
The Academy of Sciences of Georgia, Institute of Economics and Law
Post-Graduate Coarse
1980-1985
Tbilisi State University
Bachelor degree in Economics
Professional Experience:
2007-till now
Ivane Javakhishvili Tbilisi State University
Deputy Dean of the Faculty of Economics and Business
2005-2007
Business Management Bureau Ltd
Director
2002 - 2005
JSC Commercial Bank “Georgian Bank”
Director
2001 - 2002
JSC Commercial Bank “Kavkasioni”
General Director
2000 - 2001
National Bank of Georgia
Deputy Head of Banking Supervision and Regulation Department
1999 – 2000
National Bank of Georgia
Head of Documental Supervision Division
1995 – 1999
National Bank of Georgia
Head of Off-site Supervision Division
1993 - 1994
National Bank of Georgia
Head of Currency Regulation Department
1990 - 1993
Journal “Economics” with Parliament of Georgia
Head of Department
1988-1993
The Academy of Sciences of Georgia, Institute of Economics and Law
Research Officer
42
Academic Activities:
Ivane Javakhishvili Tbilisi State University
Professor of Finance
Publications:
“The financial sustainability of Commercial Banks in Georgia”, The Scientific-Analytical Journal
of National Bank of Georgia “Banki”, №1, 2000 y. (www.nbg.gov.ge/journal/b1/b2/html)
How to avoid the conflict of interest of Bank owners and top-managers – Bank Analytical
Journal №12 (79), December, 2001
“About Program on National Development and Poverty Overcoming”, Ekonomika №9 (58), 2002
“Money and Banking, External Sector, EU-Georgia Economic Relations” quarterly publication of
the Georgian-European Policy and Legal Advice Centre (GEPLAC) 2005-2008.
(www.geplac.org)
Additional Experience (Participation in Training and Workshops):
16.07.-10.08.2007
USAID-Strategic Technikal Assistance for Results with Training
Strategic Planning and Organizational Management Training
12.03.-16.03. 2001
The National Bank of Georgia - USAID Bank Supervision and
Enforcement Program, Booz-Allez&Hamilton Project
Risk Management
02.10-06.10. 2000
The National Bank of Georgia - USAID Bank Supervision and
Enforcement Program, Booz-Allez&Hamilton Project
Financial and Credit Analysis
17.06.-17.07 2000
USAID Banking Supervision Program
International Accounting Standards
29.04-03.05.1996
Bank of England, Centre for Central Banking Studies
Banking Supervision
22.11-08.12. 1995
06.06–01.07.1994
01.11.1993-12.11.1993
De Nederlandsche Bank
Banking Supervision
Deutsche Bank
International Trade in Banking Sector
Carl Duisberg Gesellschaft e.V.
Social Market Economics
Languages:
Georgian
Native
Russian
Fluent
German
Fluent
English
Elementary
43
5.4 CV of Supervisory Board
The supervisory board will be expanded by three persons from the investor’s site. One person is Prof.
Dr. Dr. h.c. Jochen Zimmermann, a German Professor from the University of Bremen. Since 2008 he is
also working as a supervisor of the Tbilisi State University. He knows business in Georgia very well. The
second person is Mr. Tim Meyer-Schell, owning 50% of shares of the investor. He already worked as an
advisor for several companies in Georgia since 2006. He is also writing his Ph.D. at the University of
Bremen. The third person is in request.
44
Tim Meyer-Schell
PERSONAL DATA
Name
Birth
Nationality
Address
E-mail
Phone
Tim Meyer-Schell
13.07.1980; Rinteln, Germany
German
Besselstr. 29, 28203 Bremen, Germany
tim@meyer-schell.com
+49 (0)151-52434422
EDUCATION
Since 2007
UNIVERSITY OF BREMEN
Doctoral Studies, Chair of Accounting and Control
Bremen, Germany
2006
UNIVERSITY OF BREMEN
Graduation
 Diplom-Kaufmann
Bremen, Germany
2006
TBILISI STATE UNIVERSITY
Field Course Investment Banking
 Valuation in Emerging Markets
 Scholarship, supported by DAAD
2004-2005
UNIVERSITY OF GRONINGEN
Specialization in Finance and Valuation
 Statistics
 Management Consulting
 Corporate Valuation
 Specialization Course Finance
2001-2003
UNIVERSITY OF BREMEN
Bremen, Germany
Undergraduate Diploma (2 years) and first specialization (one year)
 Specialization in “Financial Reporting and Management Control”
 Teaching first-year students in “Introductory Accounting” and “Advanced course in financial
accounting and control”
 Undergraduate diploma within the minimum time of 2 years
1997-2000
COMMERCIAL HIGH SCHOOL CELLE
Tbilisi, Georgia
Groningen, Netherland
Celle, Germany
PROFESSIONAL EXPERIENCE
SINCE 03/2007 UNIVERSITY OF BREMEN
Research assistant and lecturer at the Chair of Accounting and Control
SINCE 2006
EMIC GROUP LLC.
Bremen, Germany
Tbilisi, Georgia
Founder and Director
 Financial Advisor
2007
JSC BANK OF GEORGIA
Working student
 3-month internship Corporate and Investment Banking
Tbilisi, Georgia
45
Baadur Kipiani
Baadur KIPIANI
Address: 3/5 Leonidze str, 0105 Tbilisi, Georgia; office Phone: (+995) 32 442 422; Fax: (+995) 32 920 839
Cell phone: (+995) 99 551 550; e-mail: noble_baad@yahoo.com
Curriculum Vitae
EDUCATION
PhD in Law
June 14, 2003
Diploma in Law (cum laude)
July 1996
FELLOWSHIP
Research Scholar at the John Marshall Law School
Chicago, Illinois, USA
2000 - 2002
TRAINING COURSES
 International Monetary Fund (IMF)
Washington DC, USA 2006
 Microfinance Centre for Central and
Eastern Europe and the New Independent States
Warsaw, Poland 2006
 Constitutional and Legal Policy Institute (COLPI)
Budapest, Hungary, 1998
 Bank of International Settlements (BIS)
Vienna, Austria, 1997
WORK EXPERIENCE
BP Exploration (Caspian Sea) Ltd, Georgia
Legal Advisor
September 2007 – present
National Bank of Georgia (NBG)
Head of Legal Department
October 2005 – September 2007
 Supervising and developing legal environment and regulation for the NBG and entire financial system. (coauthor of the Laws on “Credit Unions” and “Microfinance Institutions”);
 Organization and supervision of the legal support for the Bank activities;
 Development of the legal policy of the Bank, providing consultations for NBG staff;
 Handling NBG relations with the Parliament of Georgia.
ProCredit Bank, Georgia
Head of Legal Department
February 2003 – October 2005
 Development of internal corporate regulations;
 Organization and provision of the legal support and consultations;
 Cooperating and providing legal opinions on different financial Law issues to international Financial
Institutions IFC, EBRD, KfW (shareholders of the Bank);
National Bank of Georgia
Head of Policy Division
February 2002 – February 2003
 Drafting the banking legislation in cooperation with World Bank Group.
 Drafting and implementing regulations, instructions and decrees issued by the National Bank of Georgia;
discussing various legal projects with committees of Parliament of Georgia.
46
National Bank of Georgia
Head of the Bank Liquidation Supervision Division
July 2000 – February 2002
 Supervision of commercial bank liquidation process and preparing the guidelines for the staff & liquidators;
National Bank of Georgia
Senior Counsel of the Legal Department
October 1996 – July 2000
Advised the Bank’s Certification Commission on legal matters; supervised the compliance of commercial banks and
other financial institutions with the legal requirements set by the National Bank of Georgia; participated in drafting
the National Bank Law and Commercial Banking Law of Georgia in co-operation and in accordance with the
recommendations of the International Monetary Fund; drafted banking regulations, instructions and decrees issued
by the National Bank of Georgia; represented the National Bank of Georgia in legal disputes with various claimants;
and, worked with the mass media.
ACADEMIC ACTIVITIES
Tbilisi State University
September 1996 – present
Professor of the Faculty of Law
PUBLICATIONS
 “Evolution of Business” - “BANKI” (The Official Journal of the National Bank of Georgia), #3, 2004
 “Classification of Modern Banking Institutions” – “SAMARTALI” (Law Journal) #4-5 2003;
 “Banking Between Private and Public Law” – “SAMARTALI” (Law Journal), #11-12, 2002;
 “Corporate Governance” – “BANKI” (The Official Journal of the National Bank of Georgia), #6 (10),
2002;
 “The Legal Aspects of Banking Regulation” – “BANKI” (The Official Journal of the National Bank of
Georgia), #1(5), 2001;
 “The Current Status of European Banking Secrecy Regulation” – “BANKI” (The Official Journal of the
National Bank of Georgia), #2, 2000;
 “Banking Secrecy” - “SAMARTALI” (Law Journal), #1, 2000.
PUBLIC SPEECHES
Bank of France
Legal Aspects of Central Banking
France, Paris, 2002
LANGUAGES
English, Russian, Georgian.
COMPUTER SKILLS
Windows XP
REFERENCES
Davit Kereselidze – Dean of the Faculty of Law at Tbilisi State University
Mobile: (+995) 99 57-16-89
Tel: (+995) 32 22-37-10
Lika Mamnishavili – Deputy Chief Executive Officer of Millennium Challenge Georgia Fund
Mobile: (+995) 77 77-40-10
Tel: (+995) 32 50-77-70
http://www.mcg.ge//?l=1&i=360
Levan Bejashvili – Head of Legal Committee of the Parliament of Georgia
Mobile: (+995) 99 91-10-09
Tel: (+995) 32 93-47-42