TBC Bank Group PLC

AGM Information • Apr 15, 2024

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about its contents or the action you should take, you are advised to consult your stockbroker, bank manager, solicitor, accountant and/or other appropriate independent professional adviser without delay.

If you have sold or otherwise transferred all your shares in TBC Bank Group PLC, you should pass this document and the accompanying documents to the purchaser or transferee, or to the person through whom the sale or transfer was effected for transmission to the purchaser or transferee.

TBC Bank Group PLC

Notice of Annual General Meeting

To be held at 280 Bishopsgate, London EC2M 4RB, United Kingdom

on

21 May 2024 at 10:00 am

TBC Bank Group PLC 100 Bishopsgate, C/O Law Debenture London, EC2N 4AG United Kingdom

15 April 2024

Dear Shareholder

ANNUAL GENERAL MEETING 2024

The Board considers the Annual General Meeting ("AGM") as an important opportunity for shareholders to express their views and communicate directly with the Company. The Board will hold the 2024 AGM at the offices of Baker McKenzie, 280 Bishopsgate, London EC2M 4RB, United Kingdom on 21 May 2024 at 10:00 am.

An explanation of the resolutions to be considered at the AGM can be found on pages 4 to 8 of this circular. Resolutions 1 to 18 will be proposed as ordinary resolutions. Resolutions 19 to 21 will be proposed as special resolutions.

What to do next

As always, your vote is important to us and the Board appreciates that the AGM is an important opportunity for shareholders to communicate directly with the Company. Shareholders that wish to vote on the Resolutions, but are unable to attend the AGM are encouraged to:

complete and return a form of proxy and give voting instructions to Equiniti Limited, the Company's Registrar, by 10:00 am on 17 May 2024.

Proxy voting in respect of uncertificated shares may also be registered through CREST (see the paragraph headed, "Appointment of proxy through CREST" on page 7 in the "General Notes" section of the notice of AGM).

The directors believe that it is important that the voting intentions of all shareholders are taken into account, not just those who are able to attend the AGM and, as such, we propose putting all resolutions to shareholders by way of poll, rather than on a show of hands. This is a more transparent method of voting as shareholder votes are counted according to the number of shares held and this will ensure an exact and definitive result. The Chair of the meeting may, in accordance with the Company's articles of association, propose a resolution to adjourn the meeting and/or to withdraw a resolution, at the AGM itself and any such resolution would be voted on by way of a show of hands.

The results of the voting on the resolutions proposed at the AGM will be announced to the London Stock Exchange as soon as possible after the conclusion of the meeting.

Recommendation

The Board unanimously considers that all of the resolutions to be considered at our AGM are likely to promote the success of the Company and are in the best interests of the Company and its shareholders as a whole. The directors unanimously recommend that you vote in favour of each of these resolutions.

Yours sincerely

Arne Berggren Chairman 15 April 2024

NOTICE IS HEREBY GIVEN that the Annual General Meeting of TBC Bank Group PLC (the "Company") will be held at the offices of Baker McKenzie, 280 Bishopsgate, London EC2M 4RB , United Kingdom on Tuesday, 21 May 2024 at 10:00 am to consider and, if thought fit, to pass the following resolutions:

The following Resolutions 1 to 18 will be proposed as ordinary resolutions. More than half of the votes cast must be in favour of the resolution for each resolution to be passed.

Report and Accounts

1. To receive the accounts of the Company for the year ended 31 December 2023 together with the directors' report, the strategic report, the directors' remuneration report and the auditor's report.

Directors' Remuneration

• 1. To approve the directors' remuneration policy in the form set out on pages 238 to 249 of the Annual Report and Accounts for the year ended 31 December 2023, with effect from the conclusion of this Annual General Meeting.
• 1. To approve the directors' remuneration report set out on pages 218 to 249 of the Annual Report and Accounts for the year ended 31 December 2023, other than the part containing the directors' remuneration policy, which is set out on pages 238 to 249.
• 1. To approve, in respect of remuneration payable to all members of the management board of JSC TBC Bank (Deputy CEOs and CEO) for services, the variable component of total remuneration being up to 200 per cent. of the fixed component of total remuneration. Approval is sought for the period of three years with effect from the conclusion of this Annual General Meeting.

Combined Incentive Plan

• 1. To approve the TBC Bank Group PLC Combined Incentive Plan (the 'CIP'), a copy of the rules of which has been produced to the meeting and initialled by the Chair for the purposes of identification and a summary of the main provisions of which is set out in the Schedule to the Notice of Meeting dated 15 April 2024; and
  2. (a) the directors of the Company be and are hereby authorised to establish other plans based on the CIP but modified to take account of local tax, exchange control and securities laws, provided that any shares issued or which might be issued under such other plans are treated as counting against the overall limitations on the issue of new shares as set out in the CIP; and
  3. (b) the directors of the Company be and are hereby authorised to establish other plans based on the CIP but modified to take account of different conditions for participation in the CIP for employees in different divisions, business units or locations.

Appointment and reappointment of Directors

• 1. To reappoint Arne Berggren as a director of the Company.
• 1. To reappoint Vakhtang Butskhrikidze as a director of the Company.
• 1. To reappoint Tsira Kemularia as a director of the Company.
• 1. To reappoint Per Anders Fasth as a director of the Company.
• 1. To reappoint Thymios P. Kyriakopoulos as a director of the Company.
• 1. To reappoint Eran Klein as a director of the Company.
• 1. To reappoint Venera Suknidze as a director of the Company.
• 1. To reappoint Rajeev Sawhney as a director of the Company.
• 1. To reappoint Janet Heckman as director of the Company.

Final Dividend

1. To declare a final dividend of GEL 4.67 per ordinary share of the Company for the year ended 31 December 2023, payable in British Pounds Sterling on 19 July 2024 to the holders of ordinary shares on the register of members at 6:00 pm (London time) on 14 June 2024. The Georgian Lari to Pound Sterling exchange rate that will apply to the final dividend payments on the conversion date of 21 June 2024 will be the average exchange rate of the National Bank of Georgia for the period of 17 June 2024 to and including of 21 June 2024 (5 days average).

Auditor

• 1. To re-appoint PricewaterhouseCoopers LLP ("PwC") as auditor of the Company to hold office until the conclusion of the Company's next Annual General Meeting.
• 1. To authorise the Audit Committee of the Company to determine the auditor's remuneration.

Authority to Allot Shares

1. That, in substitution for all existing authorities, the directors be and are generally and unconditionally authorised for the purpose of section 551 of the Companies Act 2006 ("CA 2006") to exercise all the powers of the Company to allot shares in the Company or to grant rights to subscribe for or to convert any security into shares in the Company ("Rights") up to an aggregate nominal amount of £138,484 (representing 13,848,416 ordinary shares, which represents 25 per cent. of the Company's issued ordinary share capital as at 12 April 2024) for a period expiring at the conclusion of the Company's next Annual General Meeting (or at close of business on 15 August 2025, if earlier) save that the Company may before the expiry of this authority make an offer or agreement which would or might require shares to be allotted or Rights to be granted after such expiry and the directors may allot shares and grant Rights in pursuance of such offer or agreement as if the authority conferred by this Resolution had not expired.

The following Resolutions 19 to 21 will be proposed as special resolutions. For each of these to be passed, at least three-quarters of the votes cast must be in favour of the resolution.

Dis-application of Pre-emption rights

• 1. That, subject to the passing of Resolution 18 set out in the notice of Annual General Meeting of which this Resolution forms part, the directors be and are empowered pursuant to sections 570 and 573 of the CA 2006 to allot equity securities (within the meaning of section 560(1) of the CA 2006) for cash pursuant to the authority conferred by Resolution 18, and/or to sell treasury shares, as if section 561 of the CA 2006 did not apply to any such allotment or sale, provided that the power conferred by this Resolution shall be limited to:
  2. (a) an allotment of equity securities in connection with an offer of securities, open for acceptance for a period fixed by the directors, to holders of ordinary shares made in proportion (as nearly as practicable) to their respective existing holdings of ordinary shares held by them on the relevant record date (and holders of other equity securities of any class if this is required by the rights attaching to these securities or, if the directors consider it necessary, as permitted by the rights attaching to those securities), but subject to the directors having a right to make such exclusions or other arrangements as they consider

necessary or expedient to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems arising in, or under the laws of, any territory or any other matter; and

(b) the allotment of equity securities for cash or sale of treasury shares (otherwise than pursuant to (a) above) having, in the case of ordinary shares, a nominal amount or, in the case of other equity securities, giving the right to subscribe for or convert into ordinary shares having a nominal amount not exceeding, in aggregate, £27,697 (representing 2,769,683 ordinary shares, which represents 5% of the Company's issued ordinary share capital as at 12 April 2024),

provided that the powers conferred by this Resolution will expire at the Company's next Annual General Meeting (or at close of business on 15 August 2025 if earlier) save that, in each case, the Company may, before the expiry of such powers, make an offer or agreement which would or might require equity securities to be allotted and/or treasury shares to be sold after such authority expires and the directors may allot equity securities and/or sell treasury shares in pursuance of such offer or agreement as if the powers conferred by this Resolution had not expired.

Authority to Purchase Own Shares

• 1. That the Company be and is generally and unconditionally authorised to make one or more market purchases (within the meaning of section 693(4) of the CA 2006) of ordinary shares of £0.01 each in the capital of the Company, on such terms and in such manner as the directors may from time to time determine, provided that:
  2. (a) the maximum aggregate number of ordinary shares authorised to be purchased is 5,539,366 (representing approximately 10 per cent. of the issued ordinary share capital of the Company as at 12 April 2024);
  3. (b) the minimum price (exclusive of all expenses) which may be paid for an ordinary share is £0.01;
  4. (c) the maximum price (exclusive of all expenses) which may be paid for an ordinary share is an amount equal to the higher of:
• (i) 105 per cent. of the average of the middle market quotations for an ordinary share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which that ordinary share is purchased; and
• (ii) the higher of the price of the last independent trade of an ordinary share and the highest current independent purchase bid for an ordinary share on the London Stock Exchange at the time the purchase is carried out; and

(d) the authority conferred by this Resolution shall, unless varied, revoked or renewed prior to such time, expire at the conclusion of the next Annual General Meeting of the Company (or at close of business on 15 August 2025, if earlier) save that the Company may before the expiry of this authority make a contract to purchase ordinary shares which will or might be executed wholly or partly after the expiry of this authority and may make a purchase of ordinary shares in pursuance of such contract as if the authority conferred by this Resolution had not expired.

Notice for General Meetings

1. That the Company may call General Meetings other than Annual General Meetings on not less than 14 clear days' notice.

By order of the Board

Arne Berggren Chairman

15 April 2024

TBC Bank Group PLC 100 Bishopsgate C/O Law Debenture London United Kingdom EC2N 4AG

Report and Accounts: Resolution 1

Under Resolution 1, the Company's annual accounts for the year ended 31 December 2023, together with the directors' report, the strategic report, the directors' remuneration report and the auditor's report (the "2023 Annual Report and Accounts") are received. As a shareholder, you will have received the 2023 Annual Report and Accounts either as a hard copy or via our website (www.tbcbankgroup.com).

Directors' Remuneration: Resolutions 2 to 4

Remuneration Policy

The Directors' Remuneration Policy, which describes the Company's policy relating to the Directors' remuneration, is set out on pages 238 to 249 of the 2023 Annual Report and Accounts. This policy is subject to a binding shareholder vote by ordinary resolution at least every three years and will therefore be put to shareholders at the 2023 Annual General Meeting (Resolution 2). If passed, the directors will only be permitted to make remuneration payments in accordance with the approved policy unless those payments are specifically approved by shareholders at a general meeting.

Renewal of this authority will be sought at the Annual General Meeting each year, unless the approved policy remains unchanged, in which case, the Company will propose a similar resolution at least every three years. If the approved policy remains unchanged, this authority will expire at the conclusion of the Annual General Meeting of the Company in 2027.

Remuneration Report

Resolution 3 seeks approval for the directors' remuneration report for the year ended 31 December 2023, excluding the part of the report that sets out the directors' remuneration policy. This Resolution (as required by sections 439 to 440 of the CA 2006 and the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (as amended)) is advisory in nature and, as such, it does not affect the actual remuneration paid to any director.

The full Directors' Remuneration Report can be found on pages 218 to 249 of the 2023 Annual Report and Accounts. It gives details of your Directors' remuneration for the financial year ended 31 December 2023 and sets out the way in which the Company will implement its policy on Directors' remuneration in 2024. The Auditor has audited those parts of the Directors' Remuneration Report capable of being audited and their report may be found on page 269 of the 2023 Annual Report and Accounts.

The Board considers that appropriate executive remuneration plays a vital part in helping to achieve Company's overall objectives and, accordingly, and in compliance with the legislation, shareholders will be invited to approve the Directors' Remuneration Report (Resolution 3).

Approval of the cap on remuneration: Resolution 4

Resolution 4 seeks to allow a new cap on the variable component of remuneration for all members of the management board of JSC TBC Bank (Deputy CEOs and CEO) (the "Code Staff"). Under the National Bank of Georgia's Corporate Governance Code for Commercial Banks (the "NBG Code"), the variable component of annual remuneration for Code Staff is capped at 100 per cent. of fixed component of annual remuneration. The cap may be increased to 200 per cent., but only with the Company's Shareholders' approval.

In accordance with the NBG Code, special procedural rules apply to this Resolution. The Company's Shareholders must approve the resolution by a majority of at least 66 per cent. of the shares represented (in person or by proxy) at the Annual General Meeting, provided that at least 50 per cent. of the total shares are represented at the Annual General Meeting. Failing that, a majority of 75 per cent. is required.

Directors and employees who have an interest in the increased limit in respect of variable remuneration are (under the NBG Code) not allowed to, and will be instructed not to, exercise, directly or indirectly, any voting rights they may hold as shareholders in respect of this Resolution.

Shareholders' approval in respect of this Resolution is sought for the period of three years with effect from the date of the Annual General Meeting.

The payments under the increased cap shall only be made if JSC TBC Bank is in compliance with the requirements of the National Bank of Georgia (the "NBG") including the capital adequacy ratio requirements set by the NBG's applicable rules and regulations.

We believe that it is appropriate to have the fixed to variable pay ratio increased to 200% in order to maintain our competitive positioning in the international market that we are hiring from, and to avoid losing talent, to banks which operate a 1:2 fixed to variable pay ratio, fintech companies which do not have variable compensation cap and technology companies. This will also help us to manage our fixed costs by giving us the flexibility to reward performance within agreed risk parameters.

Approval of the TBC Group plc Combined Incentive Plan: Resolution 5

Resolution 5 proposes the approval of the TBC Group PLC Combined Incentive Plan ("CIP"). Shareholder approval is sought for the approval of the CIP at the AGM to ensure that the Company has the appropriate share incentives and that they operate consistently with the new Directors' Remuneration Policy, for which shareholder approval is also being sought.

The CIP is a discretionary incentive plan designed to reward employees for their work for the TBC Bank group. The CIP measures performance over a single financial year, after which awards are made in the form of Ordinary Shares, which are subject to holding periods, or share awards which are subject to vesting based on service and a further long-term performance measure. From 2024 onwards, the CIP will be the sole variable pay arrangement for the CEO and any other executive director, replacing participation in the existing annual bonus and the TBC Bank Group PLC Long Term Incentive Plan (with respect to new awards in both cases). The CIP will expire at the tenth anniversary of its approval by shareholders.

Awards to executive directors are subject to a robust 3-step performance measurement monitored by the Remuneration Committee, with "Performance Gateway" criteria (described below) to determine any payout, a challenging scorecard of measures linked to Key Performance Indicators ("KPIs") which drives the size of Awards after one year and then a long-term TSR modifier to incentivise shareholder performance over the full KPI assessment year and then the following two years, which can reduce the outcome of the annual KPI performance assessment.

The CIP reflects the proposed new Director's Remuneration Policy. The principle features of the CIP are described in the Schedule to this Notice of Meeting.

A copy of the rules of the CIP will be available for inspection at the place of the general meeting for at least 15 minutes before and during the meeting and on the national storage mechanism from the date of this notice.

Appointment and Reappointment of Directors: Resolutions 6 to 14

In accordance with the UK Corporate Governance Code, all of the continuing directors of the Company will stand for appointment or reappointment at the Annual General Meeting.

The Company has eight (8) non-executive directors who are standing for appointment or reappointment by shareholders all of whom are determined by the Board to be independent directors in accordance with the criteria set out in the UK Corporate Governance Code. The Board considers that the directors have the skills, experience, independence and knowledge of the Company enable them to discharge their respective duties and responsibilities effectively. In relation to the reappointment of Arne Berggren, Tsira Kemularia, Eran Klein, Per Anders Fasth, Thymios P. Kyriakopoulos, Venera (Nino) Suknidze, Janet Heckman and Rajeev Sawhney as non-executive directors, the Board confirms that their performance continues to be effective and that they continue to demonstrate commitment to their roles.

The Company also has one (1) executive director who is standing for reappointment by shareholders. The Board confirms that the performance of Vakhtang Butskhrikidze continues to be effective and that he continues to demonstrate commitment to his role.

In addition to an annual formal evaluation by the Company, and pursuant to the UK Corporate Governance Code and best market practice, the Board's performance evaluation will be externally facilitated at least every three years. In 2021, the Company engaged Lintstock Ltd to review the performance of the Board. Following consideration of that evaluation, the directors were satisfied that the Board was discharging its responsibilities effectively1 .

The Board, by unanimous decision, recommends the reappointment of Vakhtang Butskhrikidze, Arne Berggren, Tsira Kemularia, Eran Klein, Per Anders Fasth, Thymios P. Kyriakopoulos, Venera Suknidze, Janet Heckman and Rajeev Sawhney as directors of the Company.

Biographical details of our directors standing for reappointment can be found on pages 178 to 182 of the 2023 Annual Report and Accounts.

Final Dividend: Resolution 15

A final dividend may only be paid after it has been approved by shareholders. The Board recommends a final dividend for the year ended 31 December 2023 of GEL 4.67 per ordinary share of the Company payable in British Pounds Sterling. The Georgian Lari to Pound Sterling exchange rate that will apply to the final dividend payments on the conversion date of 21 June 2024 will be the average exchange rate of the National Bank of Georgia for the period from 17 June 2024 to and including 21 June 2024 (5 days average). Subject to approval by shareholders, the final dividend will be paid on 19 July 2024 to shareholders on the register of members at 6:00 pm (London time) on 14 June 2024, but excluding such of the shareholders in respect of whom a valid election to participate in the Company's Scrip Dividend Scheme shall have been received by the Company by 5:00 pm on 28 June 2024. Shareholders for whom valid elections have been received by 5:00 pm on 28 June 2024 will receive the final dividend in the form of new ordinary shares in the Company. Full details of the Company's Scrip Dividend Scheme are available from the Company's website, Annual general meetings | TBC Bank (tbcbankgroup.com).

Re-appointment of Auditor: Resolution 16

At each general meeting of the Company at which the accounts are laid before the shareholders, the Company is required to appoint an auditor to serve until the next such meeting. Resolution 16 seeks approval for the appointment of PricewaterhouseCoopers LLP ("PwC") as auditor of the Company until the conclusion of the Annual General Meeting in 2025. An assessment of the effectiveness, independence and objectivity of the auditor has been undertaken by the Audit Committee which has recommended to the board that PwC be reappointed as auditor.

Remuneration of Auditor: Resolution 17

Resolution 17 seeks authorisation for the Audit Committee of the Company to determine the remuneration of the Company's auditor.

Authority to Allot Shares: Resolution 18

There is no statutory limit on the maximum nominal amount of the section 551 allotment authority under the CA 2006.

The Board considers it appropriate that the directors be granted authority to allot shares in the capital of the Company up to a maximum nominal amount of £138,484, being 13,848,416 ordinary shares of £0.01 each. This represents 25 per cent. of the Company's issued ordinary share capital (excluding treasury shares) as at 12 April 2024, being the latest practicable date prior to publication of this circular. The general authority sought is consistent with what was proposed and approved in the 2023 Annual General meeting and takes into account feedback received from certain shareholders from outside of the United Kingdom who shared concerns with the level of the authority approved at the 2021 Annual General Meeting, whilst maintaining the flexibility that such an authority provides. The directors have no present intention to exercise this authority other than pursuant to the Scrip Dividend Scheme (approved at the Company's 2022 Annual General Meeting).

The authority sought under Resolution 18 will expire at the end of the Company's Annual General Meeting in 2025 or at close of business on 15 August 2025, if earlier.

Dis-application of Pre-emption Rights: Resolution 19

Under section 561 of the CA 2006, if the directors wish to allot any equity securities for cash, or sell any treasury shares, (other than in connection with an employee share plan), they must, in the first instance, offer them to existing shareholders in proportion to their holdings (a "pre‑emptive offer"). There may be occasions, however, when the directors need the flexibility to allot shares for cash, or sell treasury shares, without a pre-emptive offer, which can be done under the CA 2006 if the shareholders have first waived their pre-emption rights by special resolution.

Resolution 19 will allow the directors to allot equity securities for cash pursuant to the authority granted by Resolution 18, and/or sell treasury shares, as if section 561 of the CA 2006 did not apply in certain circumstances.

Under Resolution 19, the directors will be authorised to allot equity securities for cash, and/or sell treasury shares, up to a maximum nominal amount of £27,697 being 2,769,683 ordinary shares representing approximately 5 per cent. of the Company's issued ordinary share capital (excluding treasury shares) as at 12 April 2024, being the latest practicable date prior to publication of this circular.

Resolution 19 is in line with guidance issued by the Investment Association (as updated in February 2023 ) and the Pre-Emption Group's Statement of Principles 2022 (the "Statement of Principles") and the template resolutions published by the Pre-Emption Group in 2022.

The directors have no present intention of exercising the authority conferred by Resolution 19 and, in compliance with the Statement of Principles, confirm that they do not intend to allot equity securities for cash, and/or sell treasury shares representing more than 7.5% of the Company's issued ordinary share capital in any rolling three-year period. Further, in response to feedback received from certain shareholders from outside of the United Kingdom who shared concerns with the scope of authorities concerning the disapplication of pre-emption rights, the Board has decided not to seek a further, specific authority to dis-apply pre-emption rights in connection with an acquisition or specified capital investment at this year's meeting.

The authority sought under Resolution 19 will expire at the end of the Company's Annual General Meeting in 2025, or at close of business on 15 August 2025, if earlier.

¹ BM Note to Natia: please confirm. In the latest draft of the AR we have seen, it says this engagement was done in 2021, but just wanted to confirm that this date is accurate.

Authority to Purchase Own Shares: Resolution 20

Under the CA 2006, the Company requires authorisation from shareholders if it is to purchase its own shares. Resolution 20 authorises the Company to make market purchases of up to 5,539,366 of its own ordinary shares, representing approximately 10 per cent. of the Company's issued ordinary share capital as at 12 April 2024, being the latest practicable date prior to publication of this circular. The resolution specifies the minimum and maximum prices at which the ordinary shares may be bought under this authority.

The directors have no present intention of exercising the authority granted by this Resolution 20, but the authority provides the flexibility to allow them to do so in the future. The authority will be exercised only if the directors believe that to do so would be likely to promote the success of the Company for the benefit of its shareholders as a whole and would result in an increase in the earnings per share. Any shares purchased may either be cancelled or held as treasury shares, which may then be cancelled, sold for cash or used to meet the Company's obligations under its employee share schemes. No dividends are paid on shares held as treasury shares nor do they have voting rights. There is no statutory limit on the percentage of share capital that the Company is permitted to hold as treasury shares. However, in keeping with the Investment Association's guidelines, the Company will continue to limit the number of shares that it will hold as treasury shares to no more than 10 per cent. of its issued share capital.

The authority sought under Resolution 20 will expire at the end of the Company's Annual General Meeting in 2025, or at close of business on 15 August 2025, if earlier.

Notice for General Meetings: Resolution 21

The CA 2006 requires listed companies to provide shareholders with 21 clear days' notice of any general meeting unless the shareholders have approved the calling of general meetings on shorter notice, which cannot in any event be less than 14 clear days. Companies must also offer shareholders a facility to vote by electronic means in order to be permitted to call meetings on shorter notice. The notice period for an Annual General Meeting cannot be reduced in this way.

While the directors do not intend calling general meetings on short notice as a matter of routine, enabling the Board to call general meetings on 14 clear days' notice would provide flexibility where that was merited by the business of the relevant meeting taking into account the circumstances, including where the business of the meeting is time sensitive and is thought to be to the advantage of the shareholders as a whole.

Resolution 21 will expire at the end of the Company's Annual General Meeting in 2025.

Entitlement to vote

To be entitled to vote at the Annual General Meeting (and for the purpose of the determination by the Company of the votes they may cast), shareholders must be registered on the register of members of the Company at 6:30 pm on 17 May 2024 (or, in the event of any adjournment, at 6:30 pm on the day two business days prior before the time of the adjourned meeting). Changes to entries on the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the AGM.

Shareholders may vote on the resolutions being put to the meeting by appointing a proxy and giving their voting instructions in advance, either electronically or by using the enclosed Form of Proxy. The Board will review arrangements for the AGM and any additional and/or alternative measures in advance of the AGM, if there are any changes to the arrangements, the Company will update shareholders via the RNS. The Company encourages shareholders to check its website (www.tbcbankgroup.com) regularly for the latest information on its engagement with shareholders and arrangements for the AGM.

Appointment of proxies

A shareholder is entitled to appoint another person as their proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the AGM. A proxy need not be a shareholder of the Company, but must attend the AGM to represent you. Your proxy must vote as you instruct and must attend the AGM for your vote to be counted.

To be valid, the appointment of a proxy must be done by either returning a form of proxy or by one of the electronic methods described in the form of proxy. To be valid, a form of proxy must be received at the offices of Equiniti Limited not less than 48 hours (excluding non-working days) before the time appointed for holding the AGM.

Nominated Persons

A person who has been nominated under s.146 of the CA 2006 to enjoy information rights (a "Nominated Person") may have a right under an agreement between him/her and the shareholder by whom he/she was nominated to be appointed, or to have someone else appointed, as a proxy of such shareholder for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may have a right under such an agreement to give instructions to the shareholder as to the exercise of voting rights.

The statement of the rights of shareholders to appoint proxies in the paragraph headed "Appointment of proxies" above does not apply to Nominated Persons. The rights described in that paragraph can only be exercised by shareholders.

Appointment of proxy through CREST

CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the AGM (and any adjournment thereof) by following the procedures described in the CREST Manual available on the Euroclear website (www.euroclear.com). CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message (regardless of whether it constitutes the appointment of a proxy or an amendment to an instruction given to a previously appointed proxy) must, in order to be valid, be transmitted so as to be received by the Company's agent, Equiniti Limited (ID number RA19) by the latest time(s) for receipt of proxy appointments specified in the notice of AGM. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by CREST Applications Host) from which Equiniti Limited is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & Ireland does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST proxy instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his/her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

Changing proxy instructions

To change your proxy instructions you may return a new proxy appointment using the methods set out above. Where you have appointed a proxy using the Form of Proxy and would like to change the instructions using another Form of Proxy, please contact Equiniti Limited, Aspect House, Spencer Road, Lancing, BN99 6DA. The deadline for receipt of proxy appointments (see the paragraph headed "Appointment of proxies" above) also applies in relation to amended instructions. Where two or more valid separate appointments of proxy are received in respect of the same share in respect of the same meeting, those received last by Equiniti will take precedence.

Appointing a corporate representative

Any corporation which is a shareholder can appoint one or more corporate representatives who may exercise on its behalf all its powers as a shareholder provided that if it is appointing more than one corporate representative, it does not do so in relation to the same shares.

Issued capital and voting rights

As at 6:00 pm on 12 April 2024 (being the last business day prior to publication of this notice), the Company's issued share capital comprised 55,393,664 ordinary shares carrying one vote each including ordinary shares held as treasury shares. As at such date, the Company held no ordinary shares as treasury shares. Therefore, the total number of voting rights in the Company as at 12 April 2024 is 55,393,664.

Right to publish a statement about the auditor

Under s.527 of the CA 2006 shareholders meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to:

• (a) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the AGM; or
• (b) any circumstances connected with an auditor of the Company ceasing to hold office since the previous meeting at which the annual accounts and reports were laid in accordance with s.437 of the CA 2006.

The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with ss.527 or 528 (requirements as to website availability) of the CA 2006. Where the

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Company is required to place a statement on a website under s.527 of the CA 2006, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the Annual General Meeting includes any statement that the Company has been required under s.527 of the CA 2006 to publish on a website.

Right to ask questions at the AGM

Any shareholder (or their appointed proxy) attending AGM has the right to ask questions at the AGM. The Company must cause to be answered any such question relating to the business being dealt with at the AGM but no such answer need be given if (a) to do so would interfere unduly with the preparation for the AGM or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or the good order of the AGM that the question be answered.

Availability of a copy of this notice

A copy of this notice, and other information required by s.311A of the CA 2006, can be found at www.tbcbankgroup.com. You may not use any electronic address provided either in this notice of AGM or any related documents (including the Chairman's letter and proxy form) to communicate with the Company for any purposes other than those expressly stated.

Directors

Copies of each director's service contract or letter of appointment are available for inspection at the registered office of the Company during normal business hours on any weekday (public holidays excepted).

Schedule

TBC Bank Group PLC Combined Incentive Plan (the "CIP") Summary of the principal terms of the CIP

General

The Combined Incentive Plan ("CIP") is a discretionary incentive plan designed to reward employees for their work for the TBC Bank group. The CIP measures performance over a single financial year, after which awards are made in the form of Ordinary Shares, which are subject to holding periods, or share awards which are subject to vesting based on service and a further long-term performance measure. From 2024 onwards, the CIP will be the sole variable pay arrangement for the CEO and any other executive director, replacing participation in the existing annual bonus and the TBC Bank Group PLC Long Term Incentive Plan (with respect to new awards in both cases). The CIP will expire at the tenth anniversary of its approval by shareholders.

Awards to executive directors are subject to a robust 3-step performance measurement monitored by the Remuneration Committee, with "Performance Gateway" criteria (described below) to determine any payout, a challenging scorecard of measures linked to Key Performance Indicators ("KPIs") which drives the size of Awards after one year and then a long-term TSR modifier to incentivise shareholder performance over the full KPI assessment year and then the following two years, which can reduce the outcome of the annual KPI performance assessment.

Administration

The CIP will be administered by the remuneration committee of the board of directors (the "Committee").

Eligibility

All employees (including executive directors) of the TBC Group are eligible to participate in the CIP. A reference to the TBC Group in this summary is a reference to the TBC Bank Group PLC (the "Company") and its main subsidiary, TBC Bank JSC (the "Bank") and their subsidiaries.

From 2024 onwards, the CIP will be the sole variable pay arrangement for the CEO and any other executive director. The Remuneration Committee will determine whether other employees will be selected to participate.

Performance conditions

Performance Step 1- The Performance Gateway

Before an executive director can receive an award under the CIP, the Committee must be satisfied that performance of the Bank passes the "Performance Gateway" set by the Committee for the financial year. For FY24 the Performance Gateway will be based on the following:

• CET1 ratio: Above the Supervisory Board approved risk appetite limit as at 31 December;
• Liquidity (NSFR ratio): Above the Supervisory Board approved risk appetite limit as at 31 December;
• Profitability (IFRS Group Net Profit): The Group shall be profitable (i.e. not run a loss) after incurring incentive expenses.

Performance Step 2. Annual KPI Scorecard (Determining the level of Awards)

The Committee will determine the level of the Award based on performance measured against an Annual KPI Scorecard.

The Committee will determine the Annual KPI Scorecard each year, which will be a mix of financial and non-financial KPIs, with the majority of the weighting of the KPIs based on financial measures. The Annual KPI Scorecard for FY24 applicable to executive directors is described in the Directors' Remuneration Report contained within the 2023 Annual Report & Accounts.

Targets for each KPI will, where appropriate, be set with a threshold, target and maximum level with straight-line payouts between points. Each KPI will be assessed independently. At the end of the annual KPI performance period, the Committee will review the performance against the targets and determine the overall payout level. The formulaic level may be adjusted if it is not considered in line with underlying performance, the shareholder experience, or risk appetite and other factors at the Committee's discretion.

Based on the performance against the Annual KPI Scorecard, the Committee will determine an overall payout value between 0% of salary (minimum) and 200% of salary (maximum) and will then grant an Award equivalent to this value.

This payout value for an executive director is then split between a "Share Award", 40% of the total, and a "Long-term Share Award" 60% of the total.

Grant of an Award

An Award will be granted following Performance Step 1 and Performance Step 2 above and may be granted in the form of conditional share awards, options or the grant of restricted or unrestricted share awards.

An Award will be evidenced by an award certificate or agreement which must set out the terms of an Award. An Award may only be granted within 42 days of the CIP being approved by shareholders or the release of financial results, unless the Committee determines that exceptional circumstances exist that justify the grant of awards. The award holder may renounce the grant within 30 days after the grant by notifying the Company.

40% of an Award granted to an executive director will be in the form of a Share Award which vests immediately and is subject to a holding period, (normally, 3 years in the case of an Executive Director). During the holding period, the shares will not be able to be sold, except to the extent required to settle income tax or employee social security contributions due on them.

60% of an Award granted to an executive director will be granted as a "Long-Term Share Award", which vests 5 years after grant.

Performance Step 3. Long-term Award - TSR shareholder alignment mechanism

A Long-Term Share Award to be awarded to an executive director is only made if the Performance Gateway at Performance Step 1 is met. The value of such a Long- Term Share Award is determined by a stringent performance assessment in at Performance Step 2.

At Performance Step 3, the number of shares comprising a Long-Term Share Award awarded to an executive director may be scaled back by up to 50% if TBC's Total Shareholder Return ("TSR") is not at least in line with a weighted TSR index created by the Euro Stoxx 600 Banks (50% weighting) and Bank of Georgia (50% weighting). If TBC's TSR performance is less than the TSR of the Weighted Index, a Long-Term award will be scaled back proportionately from 100% to 50% if TBC's TSR is between 100% to 77.5% or below, of the performance of the weighted index. TSR performance will be measured over the performance period for Performance Step 2 and the following two years.

The Committee may use a different TSR benchmark or different measure of long-term performance for future awards for Performance Step 3s.

Plan Limits and sourcing shares for Awards

Awards may be satisfied by using newly issued shares or treasury shares, or by transferring existing shares.

The CIP is limited to using 10% of the Company's issued share capital over any 10 year period when it uses newly issued or treasury shares for employee share plans. The CIP is limited to using 5% of the Company's issued share capital over any 10 year period when it uses newly issued or treasury shares for any discretionary share plans, including the CIP.

These limits do not include rights to shares which have been renounced, released, lapsed or otherwise become incapable of vesting. These limits also do not include any awards granted prior to the Company's IPO (or shares issued pursuant to awards granted prior to the Company's IPO).

It is currently envisaged that an employee benefit trust will be used to facilitate the satisfaction of awards.

Individual Limits

In any year, an executive director cannot receive an Award worth more than 200% of their annual base salary or such other individual limit as set out in the Directors' Remuneration Policy (including both cash salary and share based salary payable over the year). There is no limit on awards for other participants. For this purpose, the value of a Share Award will be based on the share price based on a 10 day average prior to the Committee decision date.

Restrictions on vesting/exercise

Shares may not be acquired, Conditional share awards will not be settled and options will not be exercisable if the issue or transfer of shares following vesting would be in breach of any laws, code or regulations, such as the Market Abuse Regulations. Awards will not vest, to the extent legally permissible, if the award holder is suspended from employment pending an investigation at the time of the vesting.

Dividend Equivalents

To the extent permitted by the NBG regulations the Committee may decide that Awards may benefit from dividend equivalents at vesting. No dividends or dividend equivalents will be paid on any Award (or part therefore) that lapses on or before vesting.

No payment for shares

An award holder will not be required to pay anything to acquire the shares under their Awards (unless the Committee determines otherwise).

Leavers

To be eligible to be granted an Award or to be eligible to receive a vested Award, an individual must remain in employment with the TBC Group and have neither given nor received notice of cessation of employment on the grant date (except where the individual is a good leaver).

If the Award holder ceases employment and is a bad leaver or ceases employment at his/her sole discretion (without being a good leaver):

• If the employee ceases employment in the Performance Step 2 Period before an Award is awarded there will be no right to receive an Award
• Unvested Long-Term Awards will normally lapse.
• Vested Awards will still be subject to their holding period (unless the Committee determines otherwise); and

If the employee ceases employment and is a good leaver during the Performance Step 2 period they may still be awarded an Award, based on the value determined under Performance Step 2 and the Award level will be scaled back based on the proportion of the year employed.

If the award holder ceases employment after an Award is granted and is deemed a good leaver.

• A vested Award will still be subject to the holding period (unless the Committee determines otherwise);
• An unvested Award will continue to vest and in accordance with their vesting schedule. The TSR shareholder alignment mechanism will also continue to apply unless the Committee determines otherwise.

Bad leaver is anyone who employment with the group is terminated for cause, which means dismissal for fraud, wilful misconduct or dishonesty that resulted in a material loss for the group or any other reason that is not a good leaver reason.

Good leaver means:

• termination at the employer's initiative (for any reason other than for cause),
• (for top management only) expiration of the contract without offering a new contract on substantially the same terms or the award holder refusing to sign a new contract on substantially similar terms (unless, in either case, the new contract is not offered due to the manager's actions that resulted in a material loss to the group),
• termination by mutual consent,
• termination as a result of death or disability, or
• retirement at the normal retirement age.

If it is discovered during the three years after cessation of employment that a good leaver is in fact a bad leaver for this purpose, the provisions of the CIP applicable to bad leavers will apply and the individual will be required to return all shares acquired pursuant to awards that vested on or after the cessation of employment (and cash, if applicable).

Corporate Action

In the event of a change of control of the Company, the holding period applicable to an Award will be released.

Unvested Awards

If the acquiring company agrees, unvested Awards will be exchanged for equivalent awards over shares in the acquiring company and continue to be subject to the same vest according to the original vesting schedule. The TSR shareholder alignment mechanism will cease to apply. If the acquiring company does not agree to exchange the unvested Awards, Awards will vest upon the change of control (and in, the event of options, be exercisable for six months).

Demerger

If there is a demerger, the Committee may permit some or all of the (i) Awards to cease to have a holding period and (ii) Unvested Long-Term Awards to vest. Alternatively, it may adjust Awards, provided that the adjusted awards have a value substantially equal to the value attributed to the original Awards.

Clawback and Malus

Awards are subject to the operation of malus at any time before the end of the vesting period of Long-term Share Awards and clawback at any time before the third anniversary of the end of the vesting period for the Long -term Share Awards. The Share Awards are subject to clawback at any time before the third anniversary of the end of the holding period. if the Board, in both cases, determines (based on the recommendation of the Remuneration Committee) that:

• the participant deliberately misleads the Company or the Bank in relation to financial performance;
• there has been a material misstatement or material error in the financial statements of the Company or the Bank;
• the participant participated in or was responsible for conduct which resulted in significant losses to the Company or the Bank;
• the participant failed to meet the relevant fit and proper criteria set by the National Bank of Georgia;
• there is evidence of misconduct or serious errors by the participant, including (without limitation) a breach of any code of ethics or any other material breach of internal company rules;
• the Company, the Bank and/or a relevant business unit suffers a significant downturn in its financial performance (e.g. specific business indicators) (for malus purposes), or the participant has caused the Company, the Bank and/or a business unit to suffer a significant downturn in its financial performance (for clawback purposes);
• the Company, the Bank and/or a business unit in which the participant works suffers a significant failure of risk management (for malus purposes), or the participant has caused the Company, the Bank and/or the business unit in which the participant works to suffer a significant failure of risk management (for clawback purposes);
• there is significant increase in the Company's and or Bank's or relevant business unit's economic or regulatory capital base (for malus purposes), or the participant's participation caused significant increase in the Company's and or Bank's or relevant business unit's economic or regulatory capital base (for clawback purposes); or
• the conduct of the participant contributed to the imposition of regulatory sanctions on the Company or the Bank.

The Board has the right to recover some or all of the Award for that year or any subsequent financial year that is unvested (or unpaid) to lapse (or not be paid) (i.e., operate malus), and/ or to require the return of shares and/or cash value received by the participant pursuant to the Award (i.e., operate clawback), may be as determined by the Board in its absolute discretion.

Further, malus may be operated if it is considered that the underlying financial performance of the Company or the performance of the participant during the vesting period is such that the original number of shares cannot be justified.

Non-transferable and non-pensionable

Awards are non-transferable, save to personal representatives following death, and do not form part of pensionable earnings or the salary for the purposes of end of service entitlements.

Variation of share capital

The number of shares subject to awards may be adjusted, in such manner as the Committee may determine, following any variation of share capital of the Company.

Participation of Employees other than executive directors

As noted above, the Committee may extend participation in the CIP to employees other than executive directors. It is envisaged that Deputy CEOs of the Bank will participate in the CIP on substantially similar terms to those of the Executive Director.Before an Award is granted to an employee other than an Executive Director, the Committee will set an annual KPI Scorecard relevant to the employee and make an assessment against the Annual KPI Scorecard along the lines of the principles set out above under Performance Stage 2.

The Rules of the CIP will apply to employees except as set out below. Unless otherwise determined by the Committee, Performance Stage 1 and Performance Stage 3 will not apply to the participation of employees other than the executive directors and Deputy CEOs of the Bank. The Committee will set the holding period applicable to any Share Awards.

The Committee will determine whether awards to employees other than executive directors and Deputy CEOs of the Bank will be:

• in the form of Share Awards or Long-Term Awards (and, if Long-Term Share Awards are to be granted, the proportion of the Awards that will be Share Awards or Long-Term Awards);
• in the case of a Long-Term Share Award, subject to different vesting periods and conditions to that applicable to executive directors and Deputy CEOs; and
• subject to other conditions.

The Committee may determine different conditions for participation in the CIP for employees in different divisions, business units or geographical locations.

Alterations

The Committee may amend the rules of the CIP, provided that no amendment is made that would adversely affect any of the subsisting rights of the award holders without the written consent of award holders representing not less than three-quarters of the shares subject to subsisting awards. Certain rules, such as plan limits, definition of eligible employee, rights attaching to the awards and the amendment powers, cannot be amended to the advantage of award holders without shareholder approval unless the amendment is a minor amendment to benefit the administration of the CIP, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for award holders or a Group company.

Overseas plans

The CIP contains provisions which permit the Committee to establish further plans for the benefit of overseas employees based on the CIP but modified as necessary or desirable to take account of overseas tax, exchange control or securities laws or otherwise to take into account particular provisions that the Committee considers should apply in a particular jurisdiction. Any new shares issued or treasury shares transferred under such plans would count towards the plan limits outlined above.