TBC Bank Group Regulatory News (TBCG)

TBC Bank plans investor meetings ahead of a potential USD 144A/RegS senior unsecured bond

NOT FOR PUBLIC RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

JSC TBC Bank (rated Ba2 (stable) by Moody's / BB- (stable) by Fitch), the largest bank in Georgia by total assets, total loans and total deposits, has mandated JP Morgan, Renaissance Capital and UBS Investment Bank as Joint Bookrunners and Joint Lead Managers and TBC Capital as Joint Lead Manager to arrange a series of fixed income investor meetings in Europe and the US commencing on Monday 3rd June 2019. A 144A/RegS USD-denominated Senior Unsecured transaction is expected to follow, subject to market conditions.

FCA/ICMA stabilisation applies. Manufacturer target market (MiFID II product governance) is Professional investors and ECPs only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail in EEA.

JSC TBC Bank USD 144A/RegS Senior Unsecured - Roadshow Schedule

The company will be represented by:

Vakhtang Butskhrikidze - Chief Executive Officer (5-11 June only)

Giorgi Shagidze - Deputy Chief Executive Officer, Chief Financial Officer

Zoltan Szalai - Director of International Media and Investor Relations

Roadshow locations:

Monday 3 June - London (not full day)

Tuesday 4 June - London (not full day)

Wednesday 5 June - Geneva / Zurich

Thursday 6 June - Capital Markets Day in London

Friday 7 June - London

Monday 10 June - Boston

Tuesday 11 June - New York

THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT ARE NOT INTENDED TO BE SOLD AND SHOULD NOT BE SOLD TO RETAIL CLIENTS IN THE EUROPEAN ECONOMIC AREA ("EEA"), AS DEFINED IN THE RULES SET OUT IN THE MARKETS IN FINANCIAL INSTRUMENTS DIRECTIVE 2014/65/EU ("MiFID II"), AS AMENDED OR REPLACED FROM TIME TO TIME.

This announcement is directed only at persons (i) outside the United Kingdom; (ii) that have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (iii) falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Order; or (iv) to whom this announcement may otherwise be directed without contravention of Section 21 of the Financial Services and Markets Act 2000 (all such persons together being referred to as "relevant persons"). This announcement must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.

In member states of the EEA, this announcement is directed only at persons who are "qualified investors" within the meaning of Article 2(1)(e) of Directive 2003/71/EC, as amended (the "Prospectus Directive"). This announcement is an advertisement for the purposes of applicable measures implementing the Prospectus Directive.

This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States or in any other jurisdiction where it is unlawful to do so. The securities to which this announcement relates have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state of the United States or other jurisdiction and may not be offered, sold, pledged or otherwise transferred in the United States except pursuant to registration or an exemption from the registration requirements of the Securities Act and in compliance with any applicable state securities laws.

This announcement is not intended to be a public offer or advertisement of securities in Georgia, and is not intended to be an offer, or an invitation to make offers, to purchase, sell, exchange or transfer any securities in a public offering in Georgia, and must not be passed on to third parties or otherwise made publicly available in Georgia. Any failure to comply with this restriction may constitute a violation of Georgian securities law.

A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation. Similar ratings for different types of issuers and on different types of securities do not necessarily mean the same thing. The significance of each rating should be analysed independently from any other rating.

For further enquiries, please contact:

Director of International Media and Investor Relations

Zoltan Szalai

Or

Head of Investor Relations

Anna Romelashvili

ir@tbcbank.com.ge

About TBC Bank Group PLC ("TBC PLC")

TBC PLC is a public limited company registered in England and Wales that was incorporated in February 2016. TBC PLC became the parent company of JSC TBC Bank ("TBC Bank") on 10 August 2016. TBC PLC is listed on the premium segment of London Stock Exchange under the symbol TBCG and is a constituent of FTSE 250 Index.

TBC Bank, together with its subsidiaries, is the leading universal banking group in Georgia, with a total market share of 38.4% of loans and 40.4% of non-banking deposits as at 31 March 2019, according to data published by the National Bank of Georgia