Commentary & Deal Flow

Interest Payment Dates:

19 February and 19 August in each year, commencing on 19 August 2026

Interest Cancellation:

Optional cancellation of interest at Issuer’s sole discretion at any time and for any reason (in whole or in part)

Should the Notes no longer qualify as Additional Tier 1 capital (in whole and not in part only) following a Capital Disqualification Event, in the event that the Issuer does not exercise its option to redeem the Notes, the interest cancellation provisions shall cease to apply and the Issuer shall no longer have the discretion to cancel any interest payments due on the Notes

Mandatory cancellation of interest upon: (i) insufficient distributable items; (ii) the BRSA requiring the Issuer to cancel payment of interest; (iii) payments of interest would cause the maximum distributable amount (if any) then applicable to the Issuer and/or the Group to be exceeded; (iv) breach of any regulatory restrictions or prohibition on payments on Additional Tier 1 Instruments or (v) if a Trigger Event or a Non-Viability Event occurs

Any cancelled interest payments are non-cumulative and any such obligation will be extinguished

Restrictions following Interest Cancellation:

If any payment of interest is cancelled (i) the board of directors of the Issuer shall not recommend, or if proposed by the shareholders, shall recommend to the shareholders that they reject, any distribution on any class of share capital; and (ii) the Issuer shall not redeem, purchase or acquire any Junior Obligations (including any class of share capital of the Issuer)

Optional Redemption:

The Issuer may redeem all, but not some only, of the Notes then outstanding on any date from (and including) 19 February 2031 to (and including) the First Reset Date, or any Interest Payment Date thereafter, at their respective then Prevailing Principal Amount (together with interest accrued to (but excluding) the date of redemption), provided that, following the occurrence of a Trigger Event Write-Down, the Issuer shall not be entitled to redeem the Notes until the Prevailing Principal Amount of each Note has been increased up to its Initial Principal Amount (Issuer Call)

The Issuer may redeem all, but not some only, of the Notes then outstanding at any time at their respective then Prevailing Principal Amount together with interest accrued to (but excluding) the date of redemption, upon the occurrence of a Capital Disqualification Event, Tax Event or if ≥75% of the initial aggregate principal amount of the Notes have been purchased by, or on behalf of the Issuer (Issuer Residual Call)

Any redemption of the Notes is subject to the conditions to redemption being met as more fully described in the Terms and Conditions of the Notes

Trigger Event Write-Down:

If at any time the CET1 Ratio of the Issuer and/or the Group is less than 5.125%, then the Issuer shall (a) cancel any accrued and unpaid payments of interest and (b) if not sufficient to restore the CET1 Ratio of the Issuer and/or the Group, as the case may be, to 5.125%, reduce the then Prevailing Principal Amount of each outstanding Note by the relevant Trigger Event Write-Down Amount (the amount that (together with the pro rata write down or conversion to the extent possible of any other Trigger Event Loss-Absorbing Instruments) would be sufficient to restore the CET1 Ratio of the Issuer and/or the Group, as the case may be, to at least 5.125%)

Non-Viability/Write-Down:

Upon the occurrence of a Non-Viability Event (as determined by the BRSA), the Issuer shall cancel any accrued and unpaid payments of interest and reduce the then Prevailing Principal Amount of each outstanding Note by the relevant Non-Viability Event Write Down Amount (as specified by the BRSA)

“Non-Viability Event” means the determination by the BRSA that, upon the incurrence of a loss by the Issuer (on a consolidated or non-consolidated basis), the Issuer has become, or it is probable that the Issuer will become, Non-Viable

“Non-Viable” means the Issuer is at the point at which: (a) its operating licence is to be revoked and the Issuer liquidated or (b) the rights of its shareholders (except to dividends), management and supervision are to be transferred to the Savings Deposit Insurance Fund

Trigger Event Write-Up:

Subject to compliance with Applicable Banking Regulations and the approval of the BRSA (if required), and a positive (solo and consolidated) distributable net profit, the Issuer may, in its sole discretion and on more than one occasion, but subject to the applicable maximum distributable amount, increase the Prevailing Principal Amount of each Note provided it does not exceed the Maximum Write-Up Amount (including interest payments), in the manner (and subject to the conditions) described in Condition 6.5 of the terms and Conditions of the Notes

Substitution and Variation:

Following a Capital Disqualification Event or Tax Event, the Issuer may, instead of giving notice to redeem the Notes (without any requirement for the consent or approval of the Noteholders) either substitute all (but not some only) of the Notes for, or vary the terms of the Notes accordingly, provided that they remain or, as appropriate, so that they become Qualifying Additional Tier 1 Securities (the terms not being materially less favourable to a Noteholder), subject to compliance with Applicable Banking Regulations and the prior approval of the BRSA (if required)

Clearing:

Euroclear/Clearstream, DTC

Governing Law:

English law, except for the status of the Notes (Condition 3(including as referred to in Condition 6) which will be governed by, and construed in accordance with, Turkish law

Denominations:

US$ 200k + 1k

Listing:

Euronext Dublin (GEM)

ISIN:

XS3298828966 / US00971YAN04