Final Results of AT1 Capital Notes Tender Offer

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

JSC TBC Bank Announces Final Results in Respect of the Offer to Purchase Any and All of Its 10.775% Perpetual Subordinated Callable Additional Tier 1 Capital Notes

TBC Bank Group PLC announces the results of the offer to purchase launched on 19 July 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 10.775% Perpetual Subordinated Callable Additional Tier 1 Capital Notes (Regulation S ISIN: XS1843433126; Rule 144A ISIN: US48128XAB91) 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 19 July 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.

Tender Results and Notes Accepted for Purchase

The Tender Offer expired at 5:00 pm, New York City Time, on 29 July 2024 (the "Expiration Deadline"). As of the Expiration Deadline, U.S.$66,594,000 in aggregate principal amount of outstanding Notes had been validly tendered and not withdrawn (the "Tendered Notes"). The Offeror will accept for purchase all Tendered Notes.

Settlement

Holders of the Tendered Notes will receive consideration of U.S.$1,001.25 per U.S.$1,000 in principal amount of Notes (the "Tender Offer Consideration") for such Tendered Notes. In addition to the Tender Offer Consideration, all Holders of Tendered Notes will also receive accrued and unpaid interest on such Tendered 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 (the "Accrued Interest").

The Offeror will make payment for the Tendered Notes on the Tender Offer Settlement Date, which is expected to be on 31 July 2024 (or the Guaranteed Delivery Settlement Date, which is expected to be on 1 August 2024, in the case of Tendered Notes tendered by guaranteed delivery procedures, if any, and no additional Accrued Interest will be paid in respect of the period from the Tender Offer Settlement Date to the Guaranteed Delivery Settlement Date in the case of Tendered Notes for which the guaranteed delivery procedures were used).

Following settlement of the Tender Offer, the aggregate principal amount of Notes outstanding will be U.S.$58,406,000.

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.

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.