Commentary & Deal Flow

Launched: 10.5NC5.5: US$500m @ 8.25% - Books subject at 14:00 UKT / 09:00 NYT
IPTs: 10.5NC5.5: 8.50%a

• Issuer: Akbank T.A.Ş.
• Issue: U.S.$ Fixed Rate Resettable Sustainability Tier 2 Notes due 2036
• Issuer Ratings: Ba3/BB- (Moody's/Fitch)
• Expected Issue Ratings: B (Fitch)
• Currency & Amount: US$500m
• Format: 144A/Reg S
• Tenor: 10.5NC5.5
• Status: The Notes will constitute direct, unsecured and subordinated obligations of the Issuer, ranking subordinate to all Senior Obligations, pari passu without any preference among themselves and with all Parity Obligations, and in priority to all payments in respect of Junior Obligations (including ordinary and preferred shares and Additional Tier 1 Instruments) upon the occurrence of a Subordination Event.
• Pricing Date: 1-Jun-26
• Settle: 8-Jun-26 (T+7)
• Issuer Call Date: Any date from (and including) 8-Sep-31 to (and including) the Reset Date
• Maturity Date: 8-Dec-36
• Reset Date: 8-Dec-31
• Par Call: 3-month
• Interest Payment: Interest will be payable semi-annually in arrear on each Interest Payment Date (i.e., 8 June and 8 December in each year)
• Interest: Fixed rate of [●]% per annum from (and including) the Issue Date to (but excluding) the Reset Date. From (and including) the Reset Date to (but excluding) the Maturity Date, the Notes will bear interest at a fixed rate per annum of [●] per cent. above the CMT Rate
• Non-Viability/Write-Down of the Notes: The Notes are subject to loss absorption upon the occurrence of a Non-Viability Event (as may be determined by the BRSA) which may result in permanent write-down of the whole or part of the Notes in conjunction with loss absorption by junior obligations, taking into account under the terms of the notes the absorption of losses by all junior obligations to the maximum extent possible or otherwise allowed by law and the pro-rata write-down with any other parity loss-absorbing instruments. 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 where the Issuer is at the point at which the BRSA may determine pursuant to Article 71 of the Banking Law (No. 5411) that: (i) its operating licence is to be revoked and the Issuer liquidated or (ii) the rights of all of its shareholders (except to dividends), and the management and supervision of the Issuer, are to be transferred to the Savings Deposit Insurance Fund (Tasarruf Mevduatı Sigorta Fonu) of Türkiye on the condition that losses are deducted from the capital of existing shareholders.
• Optional Early Redemption: Issuer Call as specified above and upon the occurrence of a Tax Event or Capital Disqualification Event, in each case subject (if required by applicable law) to having obtained the prior approval of the BRSA
• Substitution or Variation instead of Redemption: If a Tax Event or a Capital Disqualification Event occurs, the Issuer may, at its sole discretion, instead of redeeming the Notes, but subject to compliance with applicable Turkish law (including, to the extent so required, the prior approval of the BRSA), 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 Tier 2 Securities
• Listing: Global Exchange Market of the Irish Stock Exchange plc trading as Euronext Dublin (Euronext Dublin)
• Clearing System: Euroclear / Clearstream, DTC
• Denominations: US$ 200,000 and integral multiples of US$ 1,000 in excess thereof
• Governing Law: English law (except for the provisions of Condition 3 (including as referred to in Condition 6) of the terms and conditions of the Notes which will be governed by, and construed in accordance with Turkish law).
• Sole Bookrunner: HSBC (B&D)
• Issuer LEI Code: 789000TUMN63Z28TJ497
• ISIN:
• • Regulation S: XS3394857984
  • 144A: US00971YAP51
• Timing: Books open, today’s business
• Books Subject: Books to go subject at 14:00 UKT / 09:00 NYT