Publication of a prospectus

Publication of a prospectus

Bank of Georgia

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, RUSSIA OR UKRAINE.

This announcement does not contain, constitute or form part of any offer or invitation to sell or subscribe or any solicitation of any offer to purchase or subscribe for any securities in any jurisdiction, and neither this announcement (nor any part of it) nor the fact of its distribution form the basis of, or may be relied upon in connection with, or act as any inducement to enter into, any contract or commitment whatsoever.

BANK OF GEORGIA HOLDINGS PLC ("BGH")

Publication of Prospectus

Further to the announcement on 20 December 2011 by JSC Bank of Georgia (the "Bank") of the recommended tender offer (the "Offer") by BGH to acquire the entire issued and to be issued share capital of the Bank (including those shares represented by GDRs), the prospectus (the "Prospectus") is available on BGH's website (www.bogh.co.uk) and the Bank's website (www.bankofgeorgia.ge) and has been submitted to the National Storage Mechanism and will be available for inspection at: http://www.Hemscott.com/nsm.do.

Capitalised terms not otherwise defined in this announcement shall have the meaning given to them in the announcement made by the Bank on 20 December 2011.

DISCLAIMER:

This announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information contained and/or incorporated by reference in the Prospectus published by Bank of Georgia Holdings Plc in connection with the Offer referred to above.

The securities referred to herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or under the securities law of any state or other jurisdiction of the United States and may not be offered, sold or delivered, directly or indirectly, in or into the United States or to U.S. persons, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. No public offering of the securities will be made in the United States.

In the United Kingdom the Offer is only being made pursuant to the Prospectus.

This announcement is not a tender offer announcement for the purposes of Georgian law. The Offer is being made in accordance with the requirements of Georgian law.

This announcement is not an advertisement of any securities for the purposes of Georgian law.

Neither ING, nor any of its respective directors, officers, employees, advisors or agents accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to BGH, the Bank or their subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith.