TBC Bank acquires 93.64% stake in Bank Republic

TBC Bank agrees to acquire 93.64% stake in JSC Bank Republic, for GEL 315 million (£103 million)and selected assets and liabilities of JSC Progress Bank creating the largestGeorgian bank by both loans and deposits

JSC TBC Bank ("TBC Bank") announces that, together with its parent, TBC Bank Group PLC, it has entered into a definitive agreement with Societe Generale S.A. ("Societe Generale") to acquire its 93.64% stake in its Georgian subsidiary, JSC Bank Republic ("Bank Republic"), one of the leading universal banks in Georgia, for GEL 315 million (the "Transaction").

Further details of the Transaction, as announced by TBC Bank Group PLC are available at the following link: http://tbcbankgroup.com/ under "Recent News" section.

TBC Bank Group PLC's announcement outlines the details of the Bank Republic business, together with the transaction highlights and the rationale for the Transaction.

The European Union Market Abuse Regulation EU 596/2014 requires TBC Bank to disclose that this announcement contains inside information, as defined in that Regulation.

For Reference:

Vakhtang Butskhrikidze, Chief Executive Officer, TBC Bank

Giorgi Shagidze, Deputy CEO, Chief Financial Officer, TBC Bank

George Tkhelidze, Deputy CEO, Chief Risk Officer, TBC Bank

Sean Wade, Director of International Media and IR, TBC Bank

Tel: +44 (0) 7464 609025 I E-mail: [email protected] I web: http://tbcbankgroup.com/

J.P. Morgan

Salma Kalisvaart / Igor Perekolski

Telephone: +44 20 7742 4000

About TBC Bank

TBC Bank is one of the leading universal banking groups in Georgia and provides a wide range of services across retail, corporate, SME and micro banking to over 1.7 million clients. The Group has a diversified multichannel platform that comprises 128 branches, one of the largest networks of ATMs and POS terminals in Georgia as well as internet and mobile banking. TBC Bank employs over 4,765 people.

TBC Bank holds the number one position in retail deposits, the number two position in loans (both to individuals and to legal entities) and in corporate deposits, according to NBG data, and has particular expertise in the fast-growing SME and micro sectors, where TBC Bank considers itself a market leader.

TBC Bank management team has a strong track record of integrating acquired assets within the group perimeter and extracting synergies including acquisition of micro loans portfolio from ProCredit Bank in 2015, acquisition of Bank Constanta in 2014 and acquisition of SOA Kredit in 2007.

As at 30 June 2016, TBC Bank had gross assets of GEL 6.8 billion, gross loans and customer deposits of GEL 4.7 billion and GEL 4.3 billion, respectively, and total equity of GEL 1,315 million. TBC's profit was GEL 139.2 million for the six months ended 30 June 2016 and GEL 218.7 million for the year ended 31 December 2015.

IMPORTANT NOTICE

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 TBC Bank'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 TBC 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 TBC 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 Bank, and JSC TBC Bank 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.