Commentary & Deal Flow

Launched: 12NC7: US$500m @ 8.4%
Guidance: 12NC7: 8.40-8.50% (WPIR) - Books above US$1.2bn (excluding JLM interest)
IPTs: 12NC7: 8.750%a

• Issuer: Türkiye İş Bankası A.Ş.
• Issuer Rating: Ba3 (stable) / BB- (stable) (Moody’s / Fitch)
• Expected Issue Rating: B (Fitch)
• Format: 144A/Reg S
• Securities: US$ Fixed Rate Resettable Tier 2 Notes
• Regulatory Treatment: Basel III compliant Tier 2 Capital
• Status and Subordination: The Notes (and claims for payment by the Issuer in respect thereof) will constitute direct, unsecured and subordinated obligations of the Issuer and will, in the case of a Subordination Event and for so long as that Subordination Event subsists, rank: (a) subordinate in right of payment to the payment of all Senior Obligations, (b) pari passu without any preference among themselves and with all Parity Obligations, and (c) in priority to all payments in respect of Junior Obligations.
• Tenor: 12NC7
• Currency / Size: US$500m
• Documentation: Under the Issuer's US$7 billion GMTN Programme
• Pricing Date: 16-Jul-26
• Settlement Date: 23-Jul-26 (T+5)
• Maturity Date: 23-Jul-38
• Reset Date: 23-Jul-33
• Interest Payment Dates: Semi-annually in arrear on 23 January and 23 July in each year up to (and including) the Maturity Date, with the first Interest Payment Date on 23-Jan-27
• Issuer Call: The Issuer may, having given not less than five nor more than 30 days’ notice to the Noteholders (which notice will be irrevocable and will specify the date fixed for redemption), redeem all, but not some only, of the Notes, subject (if required by applicable law) to having obtained the prior approval of the BRSA, on any Payment Business Day from (and including) 23-Apr-33 to (and including) the Reset Date, at their respective then Prevailing Principal Amount together with all interest accrued and unpaid to (but excluding) the date of redemption.
• Optional Redemption for Taxation Reasons: The Issuer may, having given not less than five nor more than 30 days’ notice to the Noteholders (which notice will be irrevocable and will specify the date fixed for redemption), redeem all, but not some only, of the Notes, subject (if required by applicable law) to having obtained the prior approval of the BRSA, on any Payment Business Day at their respective then Prevailing Principal Amount together with all interest accrued and unpaid to (but excluding) the date of redemption upon the occurrence of a Tax Event after 21-Jul-26.
• Optional Redemption upon a Capital DisqualificationEvent: The Issuer may, having given not less than five nor more than 30 days’ notice to the Noteholders (which notice will be irrevocable and will specify the date fixed for redemption, which date will not be earlier than the date falling three months before the date on which the Notes (or the applicable portion thereof) cease to be eligible for inclusion as Tier 2 Capital of the Issuer), redeem all, but not some only, of the Notes on any Payment Business Day at their respective then Prevailing Principal Amount together with all interest accrued and unpaid to (but excluding) the date of redemption upon the occurrence of a Capital Disqualification Event.
• Substitution or Variation instead of Redemption: If at any time a Tax Event or a Capital Disqualification Event has occurred that then allows the Issuer to redeem the Notes pursuant to Condition 8.3 or 8.4, as the case may be, the Issuer may, instead of giving notice to redeem the Notes, but subject to compliance with Applicable Banking Regulations (including, if applicable, the prior approval of the BRSA) and having given not less than five nor more than 30 days’ notice to the Noteholders in accordance with Condition 14 (which notice will be irrevocable), at any time (without any requirement for the consent or approval of the Noteholders) either substitute all (but not some only) of the Notes for Qualifying Tier 2 Securities or vary the terms of the Notes so that they remain or become (as applicable) Qualifying Tier 2 Securities.
• Non-Viability Event/Write-DownOf 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: (a) the absorption of losses by all Junior Obligations to the maximum extent possible in accordance with the provisions thereof and to the maximum extent allowed by law and (b) the pro-rata write-down with any other Parity Loss-Absorbing Instruments, as further described in the Final Offering Circular (defined below).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 that: (a) the Issuer’s operating licence is to be revoked and the Issuer liquidated or (b) the rights of all of the Issuer’s 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.
• Governing Law: English law (save 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)
• Denominations: US$200k + 1k
• Listing: Euronext Dublin GEM
• Clearing: Euroclear / Clearstream; DTC
• Netroadshow: URL: www.netroadshow.com / Entry Code: isbank26Direct Link: https://www.netroadshow.com/nrs/home/#!/?show=119ab709 (Recommended)
• Joint Bookrunners: BofA Securities, First Abu Dhabi Bank, Mashreq, Societe Generale and Standard Chartered Bank
• Billing and Delivery: Standard Chartered Bank
• Use of Proceeds: General Corporate Purposes
• LEI Code: 789000FIRX9MDN0KTM91
• ISIN:
• • Reg S: XS3431962532
  • 144A: US900151AQ40
• Timing: Today’s business