TBC Bank Group Regulatory News (TBCG)

TBC Bank Signs a Conditional Strategic Partnership Agreement with Nikoil Bank to Develop its Azerbaijani Business

TBC Bank Group PLC ("TBC PLC") announces that its subsidiary, JSC TBC Bank ("TBC Bank") has signed a conditional, non-binding strategic partnership agreement with Nikoil Open Join-Stock Company Investment Commercial Bank ("Nikoil Bank") to develop its business in Azerbaijan. The partnership includes several steps as follows:

1. The merger of TBC Bank's Azerbaijani subsidiary, TBC Kredit, with Nikoil Bank, which remains subject to the approval of all relevant authorities, TBC Bank's financial due diligence (which will be undertaken by an internationally renowned audit firm), as well as the fulfillment of certain conditions. After the merger, TBC Bank would own up to 10% of the merged entity;

2. Subject to the completion of the merger, TBC Bank would contribute to the development and execution of the merged entity's strategy. TBC Bank would be represented on the board of Nikoil Bank and, together with Nikoil management, would play a crucial role in the future development of the company. TBC Bank intends to use its Georgian banking sector expertise, including its newly-launched fully-digital bank, Space, to support Nikoil Bank's local growth in its targeted retail and MSME customer markets;

3. TBC Bank would also receive a three year call option to acquire additional shares of the merged entity to reach a 50% +1 share interest, subject to the approval of all relevant authorities, which could be exercised at TBC Bank's sole discretion during the three year period.

"I am very pleased that TBC Bank has reached an agreement to become a partner of Nikoil Bank and I am looking forward to our future cooperation. This would be a very important transaction for TBC Bank, which has succeeded in a competitive Georgian market and can share its vast experience and broad range of products with Nikoil Bank. The products offered by the merged entity would include our Space business that is gaining popularity very quickly and has already attracted up to 120,000 users", said Vakhtang Butskhrikidze, CEO of TBC Bank, commenting on the transaction.

"We are delighted to reach an agreement to partner with TBC Bank, which is a leading Georgian bank with best-in-class customer experience and digital capabilities. Together we would provide most modern services to businesses and people of Azerbaijan and succeed in this increasingly dynamic marketplace", commented Nikoloz Shurgaia, CEO of Nikoil Bank.

About Nikoil Bank

Nikoil Bank is a privately-owned commercial bank providing all types of banking services to enterprises and different segments of the population of Azerbaijan. It has a wide sales network operating in the capital of the republic and its regional centers. Nikoil Bank's total assets and total equity stood at equivalent of GEL 591 million and GEL 39 million respectively as of 31 December 2017 according to its audited financial statements.

About TBC Kredit

TBC Kredit is a non-banking credit organisation that has operated in Azerbaijan since 1999. It mainly focuses on the SME, consumer and mortgage lending sectors. TBC Bank has owned 75% of TBC Kredit since 2008. TBC Kredit's total assets and total equity stood at equivalent of GEL 39 million and GEL 7 million respectively as of 31 December 2017 according to its audited financial statements. 

For further enquiries, please contact:

Director of International Media and Investor Relations Head of Investor Relations

Zoltan Szalai Anna Romelashvili 

ir@tbcbank.com.ge  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 London Stock Exchange under the symbol TBCG.

TBC Bank, together with its subsidiaries, is the leading universal banking group in Georgia, with a total market share of 37.8% of loans and 38.9% of non-banking deposits as at 31 March 2018, according to data published by the National Bank of Georgia.