TBC Announces New Holding Company with EBRD and IFC in Uzbekistan

TBC Bank Group PLC ("TBC PLC") is pleased to announce that it has agreed an enhancement of its joint venture arrangements with the European Bank for Reconstruction and Development ("EBRD") and the International Finance Corporation ("IFC") by consolidation of its businesses in Uzbekistan under a single holding company, TBC Digital ("TBC Digital"). TBC Digital is incorporated in Uzbekistan and will manage TBC Group's business in Uzbekistan, which operates as TBC Uzbekistan.

As announced on 30 September 2021, the EBRD and IFC entered into a joint venture with TBC PLC in relation to TBC PLC's wholly owned Uzbek subsidiary, TBC Bank ("TBC UZ"), to support its continued growth. Under the terms of those arrangements, TBC PLC retained 60% ownership of TBC UZ and each of the EBRD and IFC acquired 20% of TBC UZ. That joint venture has been regulated by a shareholders' agreement which contained customary board and shareholder reserved matters. Under the terms of the joint venture, the EBRD and IFC also entered into an option agreement with TBC PLC which provided for a put option for EBRD and IFC and a call option for TBC PLC.

TBC PLC, the EBRD and IFC today have agreed a re-organisation of these arrangements under which both TBC UZ and Payme JSC, 100% subsidiary of TBC PLC and the country's leading payment app, will be 100% owned by TBC Digital. TBC PLC will own 79.7% of TBC Digital and each of the EBRD and IFC will own approximately 10.15%. The governance arrangements that have previously been in place in respect of TBC UZ will be terminated and largely replicated for TBC Digital. In particular, there will be a new shareholders' agreement between TBC PLC, the EBRD and IFC, which will contain customary board and shareholder reserved matters.

In addition, the EBRD and IFC have also entered into a new option agreement with TBC PLC. This provides, among others, that each of the EBRD and IFC may exercise a put of their respective shares in TBC Digital to TBC PLC following the fifth anniversary of the new arrangements. The put option would be settled by the issue of new shares of TBC PLC or, to the extent that was not practicable, in cash. TBC PLC will also have a call option from the eighth anniversary of the new arrangements pursuant to which it would be able to acquire for cash any shares in TBC Digital held by the EBRD and IFC at that time.

The new arrangements will come into effect after completion of the applicable registration requirements, which is expected to be within the next three months.

Vakhtang Butskhrikidze, CEO of TBC Bank Group, commented:

"We are grateful to our partners at the EBRD and IFC for their unwavering commitment to the success of TBC Uzbekistan, our fast-growing digital banking business.

They are an integral part of our story in Central Asia's most populous nation, where TBC is driving the expansion of digital banking in the region and has achieved remarkable results since operations commenced nearly 6 years ago.

The establishment of TBC Digital as our new holding company will unlock additional synergies, enhance governance and create more value for our shareholders.

It will further support TBC's fast and sustainable growth in the country, driven by our stellar team led by Nika Kurdiani as CEO of TBC Uzbekistan."

Francis Malige, EBRD's Managing Director for Financial Institutions, commented:

"We are excited to embark on this new chapter with our long-standing partners, TBC PLC and IFC. TBC Digital will consolidate all Uzbek operations, streamline the governance, and unify the digital-first strategic objectives.  The next phase will focus on scaling up financial services to retail customers, small and medium-sized businesses and individual entrepreneurs. 

Recently, TBC introduced the country's first fully digital banking services tailored for SMEs. Improved access to finance through user-friendly digital tools and a paperless onboarding process is critical for fostering a dynamic and inclusive financial ecosystem for SMEs in Uzbekistan.

TBC Uzbekistan has emerged as a transformative player, demonstrating the viability of digital banking in a reforming economy. Its success underscores the importance of customer-centric innovation, acting as a catalyst for the sector-wide modernisation.  The bank's trajectory shows that agility and digital adoption are critical for success in evolving markets."

Momina Aijazuddin, IFC Regional Industry Head, Financial Institutions, said:

"IFC is committed to fostering digital financial inclusion and sustainable economic growth in Uzbekistan. By consolidating TBC Uzbekistan's operations under TBC Digital, we leverage the advantage of digital services to expand access to finance for individuals, medium, small, and micro businesses across the country.

We believe that this move will enhance TBC's ability to provide innovative financial solutions and to further support the economic development of Uzbekistan."

About EBRD:

The EBRD is a multilateral bank that promotes the development of the private sector and entrepreneurial initiative in 36 economies across three continents. The Bank is owned by 75 countries, as well as the EU and the EIB. EBRD investments are aimed at making the economies in its regions competitive, well-governed, green, inclusive, resilient and integrated. Uzbekistan is the leading recipient of EBRD funding in Central Asia for the fifth year in a row. To date, the Bank has invested around €5.5 billion in 174 projects across the country, with most of those funds supporting private entrepreneurship.

About IFC:

IFC - a member of the World Bank Group - is the largest global development institution focused on the private sector in emerging markets. We work in more than 100 countries, using our capital, expertise, and influence to create markets and opportunities in developing countries. In fiscal year 2024, IFC committed a record US$56 billion to private companies and financial institutions in developing countries, leveraging private sector solutions and mobilizing private capital to create a world free of poverty on a livable planet. For more information, visit www.ifc.org.

For further enquiries, please contact:

Director of Investor Relations

Andrew Keeley

Or

Head of Investor Relations

Anna Romelashvili

ir@tbcbank.com.ge

About TBC Bank Group PLC ("TBC PLC")

TBC Bank Group's mission is to make people's lives easier by providing digitally-led financial services to retail and corporate customers. TBC Bank Group PLC ("TBC PLC") is a public limited company registered in England and Wales and is the parent company of TBC Bank Georgia and TBC Uzbekistan.

TBC Bank Georgia, together with its subsidiaries, is the leading financial services group in Georgia, with a total market share of 38.5% of customer loans and 38.1% of customer deposits as of 31 December 2024, according to data published by the National Bank of Georgia.

TBC Uzbekistan is the leading digital banking ecosystem in Central Asia with 18 mln unique registered users that includes TBC Bank Uzbekistan, the country's largest mobile-only bank, Payme, a leading digital payments app for individuals and small businesses, and Payme Nasiya, an instalment credit business.

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.