NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION IN WHICH SUCH DISTRIBUTION IS UNLAWFUL

TBC Bank Announces Final Results in Respect of the Offer to Purchase Any and All of Its 5.75% Notes Due 2024

TBC Bank Group PLC ("TBC PLC") announces the results of the offer to purchase launched on 15 April 2024 by its subsidiary, JSC TBC Bank (the "Offeror"), a joint stock company incorporated under the laws of Georgia, (the "Tender Offer") for cash any and all of the outstanding principal amount of its 5.75% Notes due 2024 issued by the Offeror (the "Notes"). The Tender Offer was made upon the terms, and subject to the conditions, set forth in the offer to purchase dated 15 April 2024 (the "Offer to Purchase"). Capitalised terms used in this announcement but not defined herein have the meaning given to them in the Offer to Purchase.

As of the Expiration Deadline a total of U.S.$98,483,000 in aggregate principal amount of outstanding Notes had been validly tendered and not withdrawn.  The settlement with respect to such tendered Notes occurred on 30 April 2024, shortly following the Early Tender Expiration Deadline.

In addition, as previously announced by the Offeror, the Offeror has also acquired U.S.$3,209,000 in aggregate principal amount of outstanding Notes at par through privately negotiated transactions during the course of the Tender Offer and in addition already held U.S.$16,185,000 of Notes previously acquired.  The Offeror will cancel U.S.$19,394,000 of the aggregate principal amount of the Notes owned by the Offeror on or around 14 May 2024.

Following settlement of the Tender Offer and cancellation of the Notes owned by the Offeror, the aggregate principal amount of Notes outstanding is expected to be U.S.$127,443,000.

The Dealer Managers and the Tender and Information Agent

The Offeror retained Citigroup Global Markets Limited and J.P. Morgan Securities plc to act as the dealer managers for the Tender Offer and Kroll Issuer Services Limited to act as tender and information agent for the Tender Offer. Baker & McKenzie LLP advised the Offeror and Latham & Watkins advised the dealer managers.

DISCLAIMER

This announcement is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any security. The Tender Offer was made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law. None of this announcement, the Offer to Purchase nor any other documents or materials relating to the Tender Offer constitutes an offer to purchase or the solicitation of an offer to tender or sell Notes to or from any person located or resident in any jurisdiction where such offer or solicitation is unlawful.

The Offer to Purchase has not been filed or reviewed by any U.S. federal or State or any foreign securities commission or regulatory authority, nor has any such commission or authority passed upon the accuracy or adequacy of the Offer to Purchase. Any representation to the contrary is unlawful and may be a criminal offense.

The distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which they are released, published or distributed, should inform themselves about, and observe, such restrictions. Any failure to comply with these restrictions may constitute a violation of the laws of any such jurisdiction.

For further enquiries, please contact:

Director of Investor Relations
Andrew Keeley

Or

Head of Investor Relations
Anna Romelashvili
[email protected]

About TBC Bank Group PLC ("TBC PLC")

TBC Bank Group PLC ("TBC PLC") is a public limited company registered in England and Wales. TBC PLC is the parent company of JSC TBC Bank ("TBC Bank") and a group of companies that principally operate in Georgia in the financial sector. TBC PLC also offers non-financial services via TNET, the largest digital ecosystem in Georgia. Since 2019, TBC PLC has expanded its operations into Uzbekistan by operating fast growing retail digital financial services in the country. TBC PLC is listed on the London Stock Exchange under the symbol TBCG and is a constituent of the FTSE 250 Index. It is also a member of the FTSE4Good Index Series and the MSCI United Kingdom Small Cap Index.

TBC Bank, together with its subsidiaries, is a leading universal banking group in Georgia, with a total market share of 39.1% of customer loans and 39.5% of customer deposits as of 31 March 2024, according to data published by the National Bank of Georgia on the analytical tool Tableau.