Result of Tender Offer

Result of Tender Offer

Bank of Georgia

Joint Stock Company Bank of Georgia announces pricing and final results of the Invitation in respect of the U.S.$200,000,000 9.0 per cent. Loan Participation Notes due 2012 issued by BG Finance B.V.

NOT FOR DISTRIBUTION TO ANY PERSON RESIDENT AND/OR LOCATED IN THE UNITED STATES

This announcement does not constitute an invitation to participate in the Invitation (as defined herein) in or from any jurisdiction in or from which, or to or from whom, it is unlawful to make such offer under applicable securities laws or otherwise. The distribution of this announcement in certain jurisdictions (in particular the United States, the United Kingdom, Italy, France and Belgium) may be restricted by law. Persons into whose possession this document comes are required by the Joint Dealer Managers, Bank of Georgia and the Issuer (each as defined below) to inform themselves about, and to observe, any such restrictions. No action that would permit a public offer has been or will be taken in any jurisdiction by the Joint Dealer Managers, Bank of Georgia or the Issuer.

9 May 2011

On 19 April 2011, Joint Stock Company Bank of Georgia (“Bank of Georgia”) announced an invitation to holders of the outstanding U.S.$200,000,000 9.0 per cent. Loan Participation Notes due 2012 issued by BG Finance B.V. (the “Issuer”) (ISIN: XS0283756624; Common Code: 028375662) (the “Notes”) to submit offers (“Offers”) to tender their Notes to Bank of Georgia for cash, in a modified Dutch auction (the “Invitation”). The Invitation was made upon the terms and subject to the conditions contained in the invitation for offers dated 19 April 2011 (the “Invitation for Offers”) prepared in connection with the Invitation. This announcement must be read in conjunction with the Invitation for Offers.

Following the expiration of the Invitation at 5.00 p.m. (CET) on 6 May 2011, Bank of Georgia is pleased to announce that it has accepted for purchase U.S.$60,068,000 in aggregate principal amount of the Notes at the Purchase Price of U.S.$1,040 per U.S.$1,000 in principal amount in accordance with the terms and conditions of the Invitation. The Purchase Price is equal to the Minimum Purchase Price. All Notes tendered at the Purchase Price have been accepted in full and will be tendered for cancellation by the Issuer on behalf of Bank of Georgia.

Upon settlement of the Invitation, U.S.$139,932,000 in aggregate principal amount of the Notes will remain outstanding.

The applicable Purchase Price, together with accrued but unpaid interest for the Notes will be paid to Holders whose Notes have been accepted for purchase by Bank of Georgia. Settlement of the Invitation is expected to occur on 11 May 2011.

Further Information

The Invitation is described in full in the Invitation for Offers which is available to eligible persons upon request from Lucid Issuer Services Limited, the Tender Agent for the Invitation. Citigroup Global Markets Limited and VTB Capital plc are the Joint Dealer Managers for the Invitation.

Requests for information in relation to the Invitation should be directed to:

JOINT DEALER MANAGERS

Citigroup Global Markets Limited
Citigroup Centre, Canada SquareCitigroup Centre, Canada Square
Canary WharfCanary Wharf
London E14 5LBLondon E14 5LB
United KingdomUnited Kingdom
Attention: Liability Management GroupAttention: Liability Management Group
Tel: [phone]Tel: [phone]
E-mail:E-mail:[e-mail]

VTB Capital plc
14 Cornhill14 Cornhill
London EC3V 3NDLondon EC3V 3ND
United KingdomUnited Kingdom
Attention: Global Head of SyndicateAttention: Global Head of Syndicate
Tel: [phone]Tel: [phone]
Email:Email:[e-mail]