TBC Bank Group Regulatory News (TBCG)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL.

This announcement does not contain, constitute or form part of any offer or invitation to sell or subscribe or any solicitation of any offer to purchase or subscribe for any securities in any jurisdiction, and neither this announcement (nor any part of it) nor the fact of its distribution form the basis of, or may be relied upon in connection with, or act as any inducement to enter into, any contract or commitment whatsoever.

23 April 2018

TBC Bank Group PLC ("TBC Bank")

Admission to Trading on the London Stock Exchange

TBC Bank announces that an application has been made to the UK Listing Authority and the London Stock Exchange for 635,060 new ordinary shares of TBC Bank (the "Offer Shares") to be admitted to the premium segment of the Official List of the Financial Conduct Authority and to be traded on the main market of the London Stock Exchange for listed securities ("Admission").

The Offer Shares will be issued pursuant to the terms of a private offer (the "Offer") to the holders of the ordinary shares of JSC TBC Bank ("Bank Shares") who have tendered Bank Shares pursuant to the Offer. The holders of Bank Shares are individuals that did not participate in previous tender offers to holders made in 2016 and 2017 by TBC Bank. Holders of Bank Shares will receive one Offer Share for each Bank Share tendered pursuant to the Offer.

In accordance with terms sent to holders of Bank Shares on 23 March 2018, the Offer expired at 18:00 (Tbilisi time) on 16 April 2018. TBC Bank confirms that 635,060 Bank Shares were tendered pursuant to the Offer. The resulting 635,060 Offer Shares will rank pari passu in all respects with TBC Bank's existing ordinary shares. It is expected that Admission of the Offer Shares will become effective at 8:00 a.m (London time) on 24 April 2018.

Total voting rights

Following Admission, TBC Bank will have 54,185,567 ordinary shares in issue of which none are held in Treasury. The total number of voting rights that may be used by shareholders in TBC Bank as the denominator for calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of TBC Bank under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules will therefore be 54,185,567. The Offer Shares rank pari passu in all respects with TBC Bank's existing ordinary shares.

ENDS

Enquiries:

TBC Bank

Anna Romelashvili

Head of Investor Relations

E-mail: ir@tbcbank.com.ge

For further information: http://tbcbankgroup.com/

About TBC Bank

TBC Bank, together with its subsidiaries, is the leading universal banking group in Georgia, with a total market share of 38.2% of loans and 39.8% of non-banking deposits as at 31 December 2017, according to the data published by the National Bank of Georgia.

IMPORTANT NOTICE

The securities referred to herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or under the securities law of any state or other jurisdiction of the United States and may not be offered, sold or delivered, directly or indirectly, in or into the United States or to U.S. persons, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. No public offering of the securities will be made in the United States.