TBC Bank Prices $125 mln Inaugural Additional Tier 1 Capital Notes

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 yield 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 03 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 senior unsecured 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.

Vakhtang Butskhrikidze, Chief Executive Officer of TBC Bank commented: " Yesterday we have priced the first ever U.S.$ 125million Additional Tier 1 Capital Notes in our history. We are very proud to see continued interest from the international investors towards TBC Bank. This is the second issuance we are successfully completing this month. Total amount raised through the two issuances will equal USD 425 million, and the funds will be allocated toward the further development of the Georgian economy. TBC Bank’s corporate, retail and SME clients will benefit from the increased opportunity to continue financing their household and business activities.”

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.