Commentary & Deal Flow

Reoffer: PerpNC5.5: 9.375% / 100

Benchmark: Interpolated CT5 at 4.233% and CT7 at 4.405% (4.282%)
Reset Margin: 509.3bp

Launched: PerpNC5.5: US$500m @ 9.375% - books > US$1.1bn (ex JLM)
Yield set at: PerpNC5.5: 9.375%# - Books > US$1.2bn (ex JLM)
Book Update: Books > US$1bn (ex JLM)
IPTs: PerpNC5.5: 9.625%a

• Issuer: Yapi ve Kredi Bankasi A.S.
• LEI: B85ZYWEZ5IZCZ2WNIO12
• Securities: US$ Perpetual Fixed Rate Resettable Additional Tier 1 Notes
• Issuer Rating: Ba3/BB- (Moody's/Fitch - Stable/Stable)
• Expected Issue Rating: B- (Fitch)
• Format: 144A/Reg S
• Tenor: Perp NC 5.5
• Size: US$500m
• Settlement Date: 26-May-26
• Status: Constitute direct, unsecured and subordinated obligations of the Issuer and shall rank : (i) subordinated to all Senior Obligations; (ii) pari-passu without any preference among themselves and with all Parity Obligations; and (iii) in priority to any other junior obligations
• Benchmark Rate: 4.282% - Interpolated CT5 at 4.233% and CT7 at 4.405%
• Reset Margin: 509.3bp
• Reoffer Yield: 9.375%
• First Reset Date: 26-Nov-31 (Date falling 5 years and 6 months after the issue date)
• Interest Rate: From (and including) the "Issue Date" to (but excluding) the "First Reset Date" at a fixed rate of 9.375% per annum. In respect of each period from (and including) a Reset Date to (but excluding) the next succeeding Reset Date (each a "Reset Period"), the Notes will bear interest at the rate per annum equal to the aggregate of (i) the Reset Margin of 509.3bp and (ii) the CMT Rate in relation to such Reset Period. Interest will be payable semi-annually in arrear on 26 May and 26 November in each year
• Issuer Call: The Issuer may redeem all, but not some only, of the Notes then outstanding, subject (if required by applicable law) to having obtained the prior approval of the BRSA, on (a) any date from (and including) 26-May-31 to (and including) the First Reset Date or (b) any Interest Payment Date thereafter, at their then Prevailing Principal Amount together with interest accrued and unpaid to (but excluding) the date of redemption.
• Interest Cancellation: Optional cancellation of interest at the Issuer's sole and absolute discretion at anytime and for any reason (in whole or in part). Should the Notes no longer qualify as AT1 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 to the Notes and the Issuer shall no longer have the discretion to cancel any interest payments due on the Notes on any Interest Payment Date following the occurrence of that Capital Disqualification Event. 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 solo/consolidated maximum distributable amount to be exceeded; (iv) breach of any regulatory restrictions on AT1 payments or (v) if a Trigger Event or a Non-Viability Event occurs. Any cancelled 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 Bank shall not redeem, purchase or acquire any class of share capital of the Issuer
• Trigger Event Write-Down: If the CET-1 ratio (solo or consolidated), is less than 5.125%, then the Issuer shall (a) cancel any accrued and unpaid payments of interest and (b) if not sufficient, reduce the then Prevailing Principal Amount to restore the CET-1 ratio to 5.125% (in both cases), taking into account the write down or conversion of any other instruments which terms provide for such actions to restore the CET-1 ratio to at least 5.125%
• Non-Viability Event 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 SDIF
• Trigger Event Write-Up: Subject to a (solo and consolidated) distributable net profit, the Issuer may, in its sole and absolute discretion and on more than one occasion, but subject to the applicable maximum distributable amount, increase the principal amount of the Notes (a "Write-Up") provided it does not exceed the Maximum Write Up Amount (including interest payments). No Write-Up if: (i) a Trigger Event has occurred in respect of which the Trigger Event Write Down has not occurred, (ii) the CET-1 ratio of the Issuer (solo or consolidated) has not been restored to 5.125%, (iii) the Write-Up would cause a Trigger Event to occur or (iv) a Non-Viability Event has or would occur. No Write-Up may be effected in respect of any amount written down pursuant to a Non-Viability Event Write Down. "Maximum Write-Up Amount" means the lower of (or any higher amount permissible pursuant to relevant regulation) the solo/consolidated distributable net profit multiplied by the initial principal amount of all written down AT1 instruments of the Issuer, divided by the total Tier 1 capital of the Issuer on a solo/consolidated basis at the time of the Write-Up
• Optional Redemption: Issuer's ability to call at its discretion at their then Prevailing Principal Amount upon the occurrence of a Capital Disqualification Event (full or partial loss of AT1 recognition) or Tax Event (imposition of withholding tax or loss of tax deductibility), subject to prior certain conditions including BRSA approval (if required)
• Substitution and Variation: Following a Capital Disqualification Event or Tax Event, the Issuer, at its sole discretion, instead of redeeming the Notes, may substitute all (but not some only) of the Notes or vary the terms of all Notes so that they remain, or as appropriate, become Qualifying Additional Tier 1 Securities subject to prior BRSA approval if required. Qualifying Additional Tier 1 Securities to have terms not materially less favourable (as reasonably determined by the Issuer following the advice of an independent financial institution) and other conditions
• Issuer Residual Call: If an Issuer Residual Call Event occurs, the Issuer may, having given not less than 5 nor more than 60 days' notice to the Noteholders (which notice shall be irrevocable and shall specify the date fixed for redemption), redeem all, but not some only, of the Notes then outstanding, subject (if required by applicable law) to having obtained the prior approval of the BRSA, at any time at their respective then Prevailing Principal Amount together with interest accrued and unpaid to (but excluding) the date of redemption
• Governing Law: English law, expect for status of the Notes governed by Turkish law
• Documentation: Drawdown under the Issuer's US$11bn GMTN Programme
• Denominations: US$200k + 1k
• Listing: Euronext Dublin Regulated Market
• ISIN: Reg S: XS3307951403 / 144A: US984848AY76
• Joint Bookrunners: Abu Dhabi Commercial Bank/Citi (B&D)/Emirates NBD Capital/First Abu Dhabi Bank/JPM/SG/Standard Chartered Bank
• NetRoadshow: FINAL LINK: www.netroadshow.com/nrs/home/#!/?show=3b492a98 (Recommended) OR Visit www.netroadshow.com and enter the entry code: YKBAT1 (not case-sensitive)
• Timing: Today's business