TCS Group Holding PLC: notification of 5-year performance linked share warrants to Mr. Pavel Fedorov

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION (EU) NO 596/2014

Limassol, Cyprus - 30 December 2021. TCS Group Holding PLC (LI: TCS, MOEX: TCSG) ("Tinkoff" or the "Company"), Russia's leading provider of online financial and lifestyle services via its Tinkoff ecosystem, announces the Company and Mr. Pavel Fedorov on 28 December 2021 signed an agreement  for the issuance to Mr. Fedorov, the co-CEO of the Group, of 5-year performance-linked warrants.

Under the agreement Mr. Fedorov will have the right to subscribe for Ordinary Shares in the Company having an aggregate value equal to 1.2% of any increase in the market capitalisation of the Company as at 1 January 2027 (on the basis of the volume-weighted average GDR price over the preceding six months) over the GDR price of USD 92 (the "Warrants"). The Warrants are exercisable at any time on or after 1 January 2027, but prior to the earlier of (i) 25 January 2027 and (ii) the termination date of the advisory agreement under which Mr. Fedorov provides ongoing consulting services to the Board, provided that the Warrants may not be exercised if such advisory agreement has been terminated prior to 1 January 2027. The Company has a unilateral right to terminate the advisory agreement on one month's notice. Should the Warrants be exercised, the Company is required to deliver the relevant amount of Ordinary Shares to Mr. Fedorov (who may request the Company convert such Ordinary Shares into GDRs (ISIN US87238U2073)) within 200 business days of the date on which the Warrants are exercised. Such Ordinary Shares (or GDRs) may not be transferred for six months following their delivery.

About Tinkoff Group

TCS Group Holding PLC is an innovative provider of online retail and SME financial services. It includes Tinkoff Bank, its mobile virtual network operator Tinkoff Mobile, Tinkoff Insurance, its asset management company Tinkoff Capital, Tinkoff Software DC, a network of development hubs in major Russian cities, and Tinkoff Education. The Group is currently developing Tinkoff ecosystem, which offers financial and lifestyle services.

The Group was founded in 2006 by Russian entrepreneur Oleg Tinkov and has been listed on the London Stock Exchange since October 2013.

The Group's key business is Tinkoff Bank, a fully online bank that serves over 18.5m customers and forms the core of the Tinkoff ecosystem. Tinkoff is the 3rd largest retail bank in Russia in terms of active client-base.

Tinkoff Bank is the second largest player in the Russian credit card market, with a share of 14.5%. The 3Q'21 IFRS net profit of TCS Group Holding PLC amounted to RUB 16.5 bn. The ROE was 42.6%.

With no branches, the Group serves all its customers remotely via online channels and a cloud-based call centre. The centre is staffed by over 10,000 employees, making it one of the largest in Europe. To ensure smooth delivery of the Group's products, the Group has a nationwide network of over 10,000 representatives.

Global Finance named Tinkoff Bank the world's Best Consumer Digital Bank in 2020 and 2018, and the Best Consumer Digital Bank in Russia in 2020, 2019, 2018, 2016 and 2015. Tinkoff was also named the Best European Retail Bank of the Year by Retail Banker International in 2020. In 2021, the Banker recognised Tinkoff Bank as Russia's Best-Performing Bank. The bank's mobile app has been consistently praised by local and global independent experts as the best of its kind (in 2013, 2014, 2015, 2016 by Deloitte and in 2018 by Global Finance).

Notes

Inside information

The information contained within this announcement is deemed by TCS Group Holding PLC to constitute inside information as stipulated under the Market Abuse Regulation (EU) No.596/2014. Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.