TBC Bank Announces an Offer to Purchase its 10.775% Perpetual Subordinated Callable Additional Tier 1 Capital Notes

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

TBC Bank Group PLC ("TBC PLC") announces that its subsidiary, JSC TBC Bank (the "Offeror") has today launched an invitation to holders (the "Noteholders") of its outstanding U.S.$125,000,000 10.775% Perpetual Subordinated Callable Additional Tier 1 Capital Notes (Regulation S ISIN: XS1843433126; Rule 144A ISIN: US48128XAB91) (the "Notes"), subject to the offer and distribution restrictions and upon the terms and subject to the conditions set forth in, an offer to purchase dated 19 July 2024 (as it may be amended or supplemented from time to time, the "Offer to Purchase"), to tender for purchase for cash any and all outstanding Notes, in accordance with the procedures described therein. The invitation to tender the Notes for purchase is referred to herein as the "Tender Offer".

Capitalised terms used in this announcement but not otherwise defined have the meanings given to them in the Offer to Purchase.

Summary of the Tender Offer

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(1)       Excludes Accrued Interest, which will also be paid.

(2)       Per U.S.$1,000 in principal amount.

Accrued Interest Amount

In addition to the Tender Offer Consideration, all holders of Notes accepted for purchase will also receive accrued and unpaid interest on such Notes, rounded to the nearest U.S.$0.01 per U.S.$1,000 in principal amount of Notes, from and including the last interest payment date up to the Settlement Date (as specified in the Offer to Purchase).

Purpose and Background of the Tender Offer

The Offeror is making the Tender Offer as a way of managing its financial liabilities and to provide investors with liquidity at a time of perceived elevated geopolitical uncertainty in the region.

As of the date of this announcement, the National Bank of Georgia (the "NBG") has provided its consent and approval (a) to the Offeror tendering for or repurchasing any or all of the Notes, and (b) to the Offeror redeeming all of its outstanding Notes. In accordance with the terms and conditions of the Notes, the Notes can be redeemed by the Offeror on 3 October 2024 and every fifth anniversary thereof.

Source of Funds

The Offeror intends to use the opportunity to purchase any and all of the Notes pursuant to the approval granted by the NBG and to use existing cash on hand to fund the Tender Offer.

The Dealer Managers

The Offeror has retained Citigroup Global Markets Limited and J.P. Morgan Securities plc to act as the dealer managers for the Tender Offer. Questions regarding the Tender Offer may be directed to Citigroup Global Markets Limited at: +44 20 7986 8969 or by email to [email protected] or J.P. Morgan Securities plc at: +44 20 7134 2468 or by email to: [email protected].

The Tender and Information Agent

The Offeror has retained Kroll Issuer Services Limited to act as tender and information agent for the Tender Offer. Questions regarding procedures for tendering Notes may be directed to Kroll Issuer Services Limited at: +44 20 7704 0880 or by email at: [email protected]. All documentation relating to the Offer, together with any updates, will also be available on the offer website (https://deals.is.kroll.com/tbcbank) operated by the Tender and Information Agent for the purpose of the Offer.

DISCLAIMER

This announcement must be read in conjunction with the Offer to Purchase. No offer or invitation to acquire or exchange any securities is being made pursuant to this announcement. This announcement and the Offer to Purchase contain important information, which must be read carefully before any decision is made with respect to the Tender Offer. If any Holder is in any doubt as to the action it should take, it is recommended to seek its own legal, tax and financial advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent financial adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to participate in the Tender Offer. None of the Offeror, the Dealer Managers or the Tender and Information Agent or their respective directors, employees or affiliates makes any recommendation as to whether Noteholders should participate in the Tender Offer and none of the Offeror, the Dealer Managers or the Tender and Information Agent will have any liability or responsibility in respect thereto.

This announcement, the Offer to Purchase and any other documents or materials relating to the Tender Offer have not been approved by the NBG. This announcement has been issued only for personal use of investors eligible to hold the Notes in compliance the terms and conditions of the Notes and the laws of Georgia, and must not be passed on to third parties or otherwise further distributed.

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.