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Subordinated Debt Transaction

Basel III Compliant Subordinated Debt Transaction of US$500 million

Basel III Compliant Subordinated Debt Transaction of US$500 million

This announcement is not being made in and copies of it may not be distributed or sent into the United States, Canada, Australia or Japan.

On 1 March 2016, Yapı Kredi successfully priced a 10NC5 Basel III complaint Tier-2 deal with a coupon rate of 8.5%. Bank of America Merrill Lynch, Citigroup, Mitsubishi UFJ and UniCredit Bank acted as the Joint Lead Managers.

Initial price thoughts (IPTs) were released at high 8's for a benchmark transaction. Soon after opening, the orderbook gathered momentum and had over US$500m in orders by 14:30 IST which allowed price guidance to be tightened to 8.75%. Orders reached US$1 billion soon after opening in the United States. Transaction size was confirmed as US$500m and the deal was launched at 8.625% with a coupon of 8.5% on the back of strong investor demand and considerable bps inside of IPTs.

The transaction was priced off at two times the oversubscribed orderbook, consisting of a geographically diverse investor base with over 120 accounts. The transaction was a particular success given the volatility of the markets.

The transaction represents a strongly rated subordinated debt issue, particularly in the Turkish market, with an investment grade rating of BBB- by Fitch and a rating of Ba3 by Moody’s.

Interest will be paid semi-annually in arrear and the issuer has a call option at the end of fifth year. The final maturity date is expected to be 9 March 2026.

Istanbul, 3 March 2016

Inquiries:Yapı Kredi Investor Relations

Tel: (90) (212) 339 7323

Email: yapikredi_investorrelations@yapikredi.com.tr

 The securities referred to herein (the “Securities”) may not be sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended.  Yapı ve Kredi Bankası A.Ş. does not intend to register any of the Securities in the United States or to conduct a public offering of the securities in the United States.

This communication does not constitute an offer of the Securities to the public in the United Kingdom.  No prospectus has been or will be approved in the United Kingdom in respect of the Securities.  This communication is being distributed to and is directed only at (i) persons who are outside the United Kingdom or (ii) persons who are investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”).  Any investment activity to which this communication relates will only be available to and will only be engaged with, Relevant Persons.  Any person who is not a Relevant Person should not act or rely on this document or any of its contents.

FCA/ICMA Stabilisation

Yapı Kredi / 03 Mar 2016

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