TBC Bank Group Regulatory News (TBCG)

TBC Bank prices US$125 million inaugural Additional Tier 1 Capital Perpetual Subordinated Notes

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

On Wednesday, 26 June JSC TBC Bank (the "Bank"), the largest bank in Georgia by all key metrics, successfully priced a debut US$125 million 10.75% yield Additional Tier 1 Capital Perpetual Subordinated Notes issue (the "Notes") off an orderbook which peaked at over USD230mn, and represents the largest and lowest coupon Additional Tier 1 issue ever to have been priced by a Georgian issuer. The Notes are being offered and sold in accordance with Rule 144A and Regulation S.

The Notes are expected to be listed on the regulated market of Euronext Dublin on or about 3 July 2019 and to be rated B- by Fitch. An application may be made to list the Notes on JSC Georgian Stock Exchange, making it the first dual-listed international offering of additional Tier 1 Capital Notes from Georgia.

J.P. Morgan, Renaissance Capital and UBS Investment Bank are acting as Joint Bookrunners and Joint Lead Managers for the Notes, and TBC Capital is acting as Joint Lead Manager. Baker & McKenzie LLP and Dentons Georgia LLC are acting as legal advisors to the Bank, while Latham & Watkins LLP and BGI Advisory Services Georgia LLC are acting as legal advisors to the Joint Bookrunners.

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.

Notice of Product Classification by the Issuer under Section 309B (1)(c) of the Securities and Futures Act (Chapter 289) of Singapore - Prescribed Capital Markets Products and Excluded Investment Products.

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