Changes to Board Roles

Changes to Board Roles

Following the publication today of certain amendments to the National Bank of Georgia's Corporate Governance Code (the "NBG Code"), the Board of Directors of TBC Bank Group PLC ("TBC PLC") has re-confirmed its decision to maintain its "Mirror Boards" governance structure introduced on 13 August 2019 under which key aspects of the board structure at TBC PLC and TBC Bank JSC (the "Bank") are aligned. The Board continues to hold the view that this structure is the most appropriate approach to allow for efficient governance within the TBC group. Specifically, under this structure:

(i)   The board of TBC PLC ( the "Board") and the supervisory board of the Bank (the "Supervisory Board") have the same non-executive members;

(ii)   The Chairman of TBC PLC Board also serves as the chairman of the Supervisory Board of the Bank;

(iii)  The Senior Independent Director ("SID") of TBC PLC also serves as the SID of the Supervisory Board of the Bank; and

(iv) The Committee chairs of TBC PLC Board also serve as the equivalent committee chairs of the Supervisory Board.

The amendments to the NBG Code have introduced the following changes, which will impact the current composition of the Supervisory Board of the Bank:

(i)    The chairman of the Supervisory Board must be independent; and

(ii)   The period of time after which a member of the Supervisory Board shall be deemed to cease being independent has been reduced from 9 years to 7 years. That period should be calculated from the date of the relevant member's initial appointment to the Supervisory Board.

As a result of the amendments introduced to the NBG Code, and TBC PLC Board's decision to maintain the "Mirror Boards" governance structure, the following changes will be introduced to TBC PLC's Board and the Supervisory Board by no later than 31 December 2021:

1.    Nikoloz Enukidze, the current Chairman of TBC PLC Board and the Supervisory Board of the Bank will no longer be able to serve as the Chairman of TBC PLC and the Supervisory Board of the Bank.

2.   Nicholas Dominic Haag, the current SID of TBC PLC will no longer be able to serve in the role of Senior Independent Director on both TBC PLC Board and the Supervisory Board of the Bank.     

3.  Nicholas Dominic Haag, the current chair of the Audit Committee of TBC PLC and the Audit Committee of the Supervisory Board will no longer be able to serve as the chair of Audit Committee of the Board and Supervisory Board.

The Board of TBC PLC will shortly commence a full search process to consider successors to the roles of both Chairman and chairman of the Audit Committee, and will consider both internal and external candidates. TBC PLC Board will also nominate an independent director to become the next SID at the appropriate time. The timing for these changes will therefore be determined in due course. It is expected that all changes will be effected prior to 31 December 2021 to allow for a smooth transition. Further announcements will be made in due course.

For further enquiries, please contact:

Director of International Media and Investor Relations

Zoltan Szalai

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 and other closely related fields. TBC PLC also recently expanded its operations in Uzbekistan. 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 39.3% of loans and 38.3% of non-banking deposits as of 30 September 2020, according to data published by the National Bank of Georgia.