TCSGH Buys Back its GDRs for mngmt incentive plan

TCS Group Holding PLC buys back its GDRs for new long-term management incentive and retention plan

Moscow, Russia - 11 March, 2016. TCS Group Holding PLC (TCS LI) (the "Group"), Russia's leading provider of online retail financial services, including Tinkoff Bank and Tinkoff Insurance, announces that between 3 and 7 March 2016, the Group purchased an additional 1,690,433 GDRs in the market within a price range of USD 2.989 to 3.054 per GDR, for a gross consideration of USD 5,160,297. The GDRs were purchased for the new long-term management incentive and retention plan due to be launched in the coming months.

These newly purchased GDRs, together with 5,813,102 GDRs acquired during 2015 and January 2016 with the same intention, represent approximately 4.1% of the total issued share capital of the Group.

Under the new plan, 7,503,535 GDRs are to be allocated to meet in full the plan's maximum projected commitments over the period 2016 to 2022. It is envisaged that the new plan will replace the existing ESOP/T Trust for seven key top managers (due to be wound up in June 2016) and the Equity LTIP, covering in total approximately 50 key, senior and middle managers.

The new plan is designed to align the interests of management more closely with the interests of shareholders to grow the Group's value. The plan will be awarded over four years, materially subject to the fulfillment of annual KPIs, with each such annual award vesting linearly over the subsequent three years. The plan is subject to customary 'good' and 'bad' leaver provisions to further strengthen its retentive element.

About the Group

TCS Group Holding PLC is an innovative provider of online retail financial services operating in Russia through a high-tech branchless platform. In order to support its branchless platform, the Group has also developed a "smart courier" network covering almost 600 cities and towns in Russia which allows next day delivery to many customers.

Tinkoff Bank's product range includes credit, debit and prepaid cards, deposits, co-branded cards, and agent-based mortgage products. With its special focus on mobile business, the bank offers mobile applications both for its customer base (Mobile Bank) and beyond it (Traffic Fines, MoneyTalk, Card 2 Card instant money transfers).

As per its five-year strategy, the Group has the ambition to become a financial marketplace offering both own brand and partner products.

The 2015 IFRS net income of the Group amounted to RUB 1.9 bn.

As at 1 February 2016, the bank was the second largest player in the Russian credit card market, with a market share of 8.4%. As at 1 March 2016, the bank issued over 5.7 m credit cards. The bank is well capitalised: its CBR N1 total capital ratio stood at 11.8% as at 1 February 2016.

In 2015, the Global Finance magazine named Tinkoff Bank as the Best Internet Retail Bank in Russia. In 2013, Tinkoff Bank was recognised as the Bank of the Year and the most profitable bank in Russia by the Banker magazine, the world's premier banking and finance resource, published by the Financial Times Group.

Forward-looking statements

Some of the information in this announcement may contain projections or other forward-looking statements regarding future events or the future financial performance of the Group and Tinkoff Bank. You can identify forward looking statements by terms such as "expect", "believe", "anticipate", "estimate", "intend", "will", "could," "may" or "might", the negative of such terms or other similar expressions. The Group and Tinkoff Bank wish to caution you that these statements are only predictions and that actual events or results may differ materially. The Group and Tinkoff Bank do not intend to update these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Many factors could cause the actual results to differ materially from those contained in projections or forward-looking statements of the Group and Tinkoff Bank, including, among others, general economic conditions, the competitive environment, risks associated with operating in Russia, rapid technological and market change in the industries the Group operates in, as well as many other risks specifically related to the Group, Tinkoff Bank and their respective operations.