TBC Bank JSC : PROPOSED TENDER OFFER FOR ALL OUTSTANDING SHARES IN TBC BANK JOINT STOCK COMPANY AND PUBLICATION OF PROSPECTUS

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 is an advertisement and not a prospectus for the purposes of Directive 2003/71/EC, as amended (together with any applicable implementing measures in any Member State, the 'Prospectus Directive'). Investors should not subscribe for any securities referred to in this announcement except on the basis of a prospectus to be published by TBC Bank Group PLC.Copies of the Prospectus are available for inspection at www.tbcbankgroup.comand www.tbcbank.ge/ir, subject to applicable securities laws.

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.

1 June 2016

PROPOSED TENDER OFFER FOR ALL OUTSTANDING SHARES IN TBC BANK JOINT STOCK COMPANY AND PUBLICATION OF PROSPECTUS

· Tender Offer opens 2 June 2016, closes at 5:00 p.m. (London time) on 4 August 2016

· One TBC PLC ordinary share for each ordinary share or GDR of TBC Bank

· In aggregate, both prior to and following the publication of the Prospectus, the Bank and TBC PLC have received Irrevocable Undertakings or Letters of Intent in respect of 40,442,088 Existing Securities, representing 80.8% of the share capital of TBC Bank, which would satisfy the 80% threshold that is a condition to TBC PLC's acceptance of the Offer

· Following successful completion of the Tender Offer, TBC PLC ordinary shares are expected to obtain a Premium Listing and, be admitted to trading on the LSE's Main Market for listed securities. TBC PLC intends to seek FTSE Index eligibility, in particular for the FTSE All-Share Index

· TBC PLC has today published the Prospectus relating to the proposed Offer and Admission

TBC Bank Group PLC ('TBC PLC') today announces the launch of a tender offer (the 'Offer') for each ordinary share (each, a 'Bank Share') of TBC Bank Joint Stock Company (the 'Bank' or 'TBC Bank'), including Bank Shares represented by global depositary receipts ('GDRs').

TBC Bank, together with its subsidiaries, is one of the leading universal banking groups in Georgia, with a total market share of 28.0% of loans and 27.3% of non-banking deposits in Georgia as at 31 March 2016, according to data published by the National Bank of Georgia ('NBG').

Under the terms of the Offer, all existing holders of Bank Shares and GDRs (collectively, 'Existing Securities') are entitled to exchange their Bank Shares and GDRs on a one-for-one basis for TBC PLC ordinary shares ('PLC Offer Shares'). TBC PLC, which has been incorporated in England and Wales, will become the new parent company of the Bank if the Offer is successful.

Application will be made for all of the ordinary shares of TBC PLC to be admitted to the premium listing segment of the Official List (a 'Premium Listing')of the UK Listing Authority ('UKLA') and for trading on the Main Market of London Stock Exchange plc ('LSE') (together, 'Admission'). Following Admission, the existing GDRs are planned to be delisted from the LSE.

TBC PLC expects that a Premium Listing will assist the Bank to broaden its investor base, enhance its public profile and potentially allow for future FTSE index inclusion in order to increase the liquidity of the Group's securities.

Since the Bank listed its GDRs on the LSE in June 2014, it has established a consistently strong track record in both its financial results and its commitment to strong corporate governance standards. TBC PLC believes that these qualities make it eminently suitable for a Premium Listing.

The launch of the Offer follows an announcement by the Bank on 15 October 2015 and on 26 April 2016 that TBC Bank would seek a Premium Listing.

Vakhtang Butskhrikidze, Chief Executive Officer of the Bank, commented:

'Two years after listing our GDRs on the London Stock Exchange, this is the right moment to move to a Premium Listing. TBC is a bank of proven quality, which we believe will offer investors in UK equities a distinctive opportunity to benefit from Georgia's resilient growth economy, through its clear focus on the Georgian banking sector.

We have received strong levels of support to our planned Listing from a number of our shareholders, as reflected in the scale of commitments already made to exchange their current holdings for the new Premium Listed shares.'

Timetable

The Offer will open for acceptance from tomorrow, June 2, 2016 and will close at 5:00 p.m. (London time) on 4 August 2016 (the 'Expiration Time'). The results of the Offer are expected to be announced on or around 5 August 2016 and dealings in PLC Offer Shares are expected to commence at 8am (London time) on 10 August 2016.

Publication of the Prospectus

In connection with the Offer and Admission, TBC PLC have produced a prospectus (the 'Prospectus'). The Prospectus has been approved by the FCA. The Prospectus will shortly be available at www.tbcbankgroup.com and www.tbcbank.ge/ir. A copy of the Prospectus will be submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM.

Conditions of the Offer

The Offer is conditional upon, among other things, valid acceptances of the Offer being received (and not, where permitted, withdrawn) by 5:00 p.m. (London time) on 4 August 2016 (or such later time(s) and/or date(s) as TBC PLC may decide, in respect of not less than 80% (or such lower percentage as TBC PLC may decide provided that this condition will not be satisfied unless TBC PLC shall have acquired or agreed to acquire Bank Shares carrying in aggregate more than 75% of the voting rights than normally exercisable at a general meeting of the Bank) in nominal value of the Bank Shares and of the voting rights attached to those shares. The Offer is also conditional on Admission.

Undertakings Received

Following due and careful consideration of the strategic and the financial consequences of the proposed transaction, the Bank Supervisory Board has concluded that the Offer is in the best interests of the Bank and the holders of all Existing Securities ('Existing Holders') and considers the terms of the Offer to be fair and reasonable.

The Bank and TBC PLC have received irrevocable undertakings to accept the Offer ('Irrevocable Undertakings') from each of the PLC Directors and the members of the Bank Supervisory Board and Bank Management Board in respect of, in aggregate, 12,458,941 Existing Securities, representing 24.9% of the existing issued share capital of the Bank as at the date of the Prospectus (the 'Bank Share Capital').

In addition, prior to the publication of the Prospectus the Bank and TBC PLC received indicative letters of intent to accept the Offer (the 'Letters of Intent') from Existing Holders representing in aggregate 54.5% of the Bank Share Capital. This includes Letters of Intent from the European Bank for Reconstruction and Development ('EBRD'), the International Finance Corporation ('IFC') and Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden N.V. ('FMO'), all of whom have been long-term investors in the Bank. Following the publication of the Prospectus the Bank and TBC PLC have received a further Letter of Intent from an Existing Holder representing an additional 1.4% of the Bank Share Capital.

In aggregate, the Bank and TBC PLC have received Irrevocable Undertakings or Letters of Intent in respect of 40,442,088 Existing Securities, representing 80.8% of the Bank Share Capital, which would satisfy the 80% threshold that is a condition to TBC PLC's acceptance of the Offer.

Barclays is acting as sponsor and financial adviser to TBC PLC and financial adviser to the Bank in connection with the proposed listing. The Bank of New York Mellon is acting as exchange agent and TBC Capital LLC is acting as Georgian exchange agent to the Offer (the 'Exchange Agent' and 'Georgian Exchange Agent' respectively). Baker & McKenzie LLP is acting as international counsel to TBC PLC and the Bank. Freshfields Bruckhaus Deringer LLP is acting as international counsel to Barclays.

Corporate Governance

Following Admission, TBC PLC and its subsidiaries intend to maintain its robust corporate governance arrangements, which have been further strengthened in anticipation of the Offer and the Premium Listing. As a premium-listed company, TBC PLC will be subject to more extensive and rigorous ongoing reporting and compliance obligations than those to which the Bank is currently subject by virtue of its GDR Listing. In particular, TBC PLC will be required to comply with additional disclosure requirements pursuant to the Disclosure Guidance and Transparency Rules, the Market Abuse Regulation (596/2014) and its ancillary regulation and guidance, the Listing Rules and the UK Corporate Governance Code which the PLC Directors believe will provide investors with enhanced transparency.

Participation in the Offer

The specific procedures for accepting the Offer vary depending on whether the Existing Holder is accepting the Offer with respect to Bank Shares and, in the case of Bank Shares, whether such Bank Shares are held on an account with JSC Kavkasreestri (the 'Georgian Registrar'), through the nominee holding of the Georgian Exchange Agent or through the nominee holding of any Georgian broker (other than the Georgian Exchange Agent) or with respect to GDRs and, in the case of GDRs, whether such GDRs are held throughDTC, Euroclear or Clearstream.

Bank Shareholders who hold Shares directly through their personal account with the Georgian Registrar must as soon as possible and, in any event, prior to the Expiration Time return to the Georgian Exchange Agent a Form of Acceptance and a Certification Form and execute an instruction to the Georgian Exchange Agent with respect to transfer and delivery of PLC Offer Shares.

Bank Shareholders who hold Shares through a nominee holding of the Georgian Exchange Agent must as soon as possible and, in any event, prior to the Expiration Time execute an instruction, as well as instruct the Georgian Exchange Agent as to how to complete and execute a Form of Acceptance and a Certification Form.

Bank Shareholders who hold Shares through a nominee holding of any Georgian broker (other than the Georgian Exchange Agent) must as soon as possible and, in any event, prior to the Expiration Time instruct the broker to open a Brokerage Account with the Georgian Exchange Agent and transfer the relevant Bank Shares to the nominee holding of the Georgian Exchange Agent.

Georgian brokers (other than the Georgian Exchange Agent) may set their own cut-off dates and times for customers to give instructions to accept the Offer. Bank Shareholders who hold Bank Shares through any Georgian broker (other than the Georgian Exchange Agent) must contact that firm or person to determine the cut-off date and time applicable to them.

GDR Holders who wish to instruct the Exchange Agent to accept the Offer with respect to all or any portion of Bank Shares underlying their Regulation S GDRs must cause an electronic instruction to be transmitted to the relevant clearing system to be received by such clearing system prior to the cut off time set by such clearing system for acceptance of the Offer. Each of Euroclear and Clearstream will establish its own cut-off date and time for the receipt of instructions by Regulation S GDR Holders wishing to participate in the Offer, which will be earlier than the GDR expiration time (expected to be 5:00 p.m. (New York time)/10:00 p.m. (London time) on 2 August 2016 / 1:00 a.m. (Tbilisi time) on 3 August 2016 (the 'GDR Expiration Time').

GDR Holders who wish to instruct the Exchange Agent to accept the Offer with respect to all or any portion of Bank Shares underlying their Rule 144A GDRs must deliver the relevant number of Rule 144A GDRs to the Exchange Agent's DTC account (no. 2504) as soon as possible and in any event by the cut-off date and time set by DTC which will be earlier than the GDR Expiration Time.

Further information on participation in the Offer is available at www.tbcbankgroup.comand www.tbcbank.ge/ir.

Further Information

The Prospectus and any announcements with respect to the Offer and the contact details of the Georgian Exchange Agent and the Exchange Agent are and will be made available at: www.tbcbankgroup.comand www.tbcbank.ge/ir. For information and documentation regarding the Offer, including any required Forms of Acceptance and Certification Forms, please contact the Georgian Information Agent (in respect of Bank Shares) or the Information Agent (in respect of GDRs) at:

In respect of Bank Shares: Georgian Information Agent

TBC Capital LLC

By post: 7 Marjanishvili Street

Tbilisi, 0102

Georgia

By telephone: +(995 32) 227 27 33

+(995) 59 948 86 08

By email: [e-mail]

In respect of GDRs: Information Agent

DF King Ltd.

By post: 125 Wood Street

London EC2V 7AN

United Kingdom

By telephone: US toll free: [phone] (line open from 8:30 am until 6:00 pm London time)

UK number: [phone]

By email: [e-mail]

About TBC Bank Group PLC

TBC Bank Group PLC is a public limited company incorporated in England and Wales in February 2016. TBC Bank Group PLC has been established for the purpose of holding the Offer to acquire all of the outstanding share capital of the Bank in exchange for ordinary shares in TBC Bank Group PLC. If the Offer is successful, TBC Bank Group PLC will become the new parent company of the Bank.

About TBC Bank Joint Stock Company

TBC Bank, together with its subsidiaries, is one of the leading universal banking groups in Georgia, with a total market share of 28.0% of loans and 27.3% of non-banking deposits in Georgia as at 31 March 2016, according to data published by the NBG. It holds the number one position in deposits of individuals, the number two position in loans (both to individuals and to legal entities) and in deposits of legal entities, according to NBG data, and has a particular expertise in the fast-growing SME and micro sectors, where TBC Bank considers itself a market leader.

TBC Bank's successful execution on its strategy of focusing on certain key products and services has driven strong growth and profitability, allowing TBC Bank to maintain robust performance. In the three years ended 31 December 2015, TBC Bank achieved a CAGR of the aggregate value of total loans to customers of 16.2% and a CAGR of the aggregate value of its total deposits of 13.1%. In the same three-year period, TBC Bank achieved a profit CAGR of 20.7% whilst maintaining a high ROAE of 19.1% over that same period. TBC Bank also maintained strong margins while achieving this growth, recording net interest margins of 7.8%, 8.5% and 8.4% in the years ended 31 December 2015, 2014 and 2013, respectively.

IMPORTANT NOTICE

The contents of this announcement, which has been prepared by and is the sole responsibility of TBC PLC, have been approved by Barclays Bank PLC ('Barclays') solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 ('FSMA'), as amended. Barclays, whose registered office is 1 Churchill Place, London E14 5HP, is authorised by the Prudential Regulation Authority and regulated by the Prudential Regulation Authority and the Financial Conduct Authority.

The price and value of securities can go down as well as up, and you may get back less than you invested. Potential investors should make sure they fully understand and accept the risks which will be set out in the prospectus to be published by TBC PLC. Potential investors should consult an independent financial adviser as to the suitability of the securities referred to in this advertisement for the person concerned.

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. The Offer is being made in compliance with, to the extent applicable, Regulation 14E of the U.S. Securities Exchange Act of 1934, as amended.

This announcement may include statements that are, or may be deemed to be, 'forward-looking statements'. These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the Bank's and BGH's control and all of which are based on its respective directors' current beliefs and expectations about future events. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms 'believes', 'estimates', 'plans', 'projects', 'anticipates', 'expects', 'intends', 'may', 'will' or 'should' or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Bank's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Bank's business, results of operations, financial position, liquidity, prospects, growth and strategies. Forward-looking statements speak only as of the date of this announcement and cannot be relied upon as a guide to future performance. Each of TBC PLC, the Bank and Barclays and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise, unless required to do so by applicable law or regulation..

Barclays is acting as sponsor and financial adviser for TBC PLC and financial adviser to the Bank and no-one else in connection with the Offer. Barclays will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Offer and will not be responsible to anyone other than TBC PLC and the Bank for providing the protections afforded to clients of Barclays, or for providing advice in relation to the Offer or any other matters described in this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on Barclays by the FSMA or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, Barclays and its respective affiliates, directors, officers, employees, advisers or agents accepts no responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to TBC PLC or the Bank, their subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

This announcement is not a tender offer announcement for the purposes of Georgian law. The Offer will be made in accordance with the requirements of Georgian law. This announcement is not an advertisement or public offering of any securities for the purposes of Georgian law.