12 October 2017 FINAL TERMS Yapı ve Kredi Bankası A.Ş. Issue of TRY 528,750,000 Fixed Rate Covered Bonds due 2022 (the "Covered Bonds") under the 1,000,000,000 Global Covered Bond Programme PART A - CONTRACTUAL TERMS Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the base prospectus dated 21 October 2016 and the supplements to it dated 16 March 2017 and 9 August 2017, which together constitute a base prospectus for the purposes of the Prospectus Directive(the "Base Prospectus"). This document constitutes the Final Terms of the Covered Bonds described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus. Full information on the Issuer and the offer of the Covered Bonds is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus has been published on the Issuer s website (www.yapikredi.com.tr). 1. Issuer: Yapı ve Kredi Bankası A.Ş. 2. (a) Series Number: 1 (b) Tranche Number: 1 (c) Date on which the Covered Bonds will be consolidated and form a single Series 3. Specified Currency: Turkish Lira ("TRY") 4. USD Payment Election: 5. Aggregate Principal Amount: (a) Series: TRY 528,750,000 (b) Tranche: TRY 528,750,000 6. Issue Price: 100 per cent. of the Aggregate Principal Amount of the Tranche 7. (a) Specified Denominations: TRY 500,000 and integral multiples of TRY 500 in excess thereof. (b) Calculation Amount: TRY 500 8. (a) Issue Date: 13 October 2017 (b) Interest Commencement Date: Issue Date 9. (i) Final Redemption: (a) Final Maturity Date: 13 October 2022 (b) Extended Maturity Date: Applicable Notwithstanding anything in the Transaction Documents to the contrary, where Extended Maturity Date is Applicable, the failure by the Issuer to pay the Principal Amount Outstanding in respect of this Series on the Final Maturity Date shall (if not cured by the end of the applicable cure period) not constitute an Event of Default, but shall constitute an Issuer Event.
(c) Extended Maturity Date: 15 April 2024 (ii) Instalment Covered Bonds: 10. Interest Basis: For the period from (and including) the Issue Date up to (but excluding) the Final Maturity Date: 13.217 per cent. Fixed Rate payable semi-annually in arrear (see paragraph 14 below). For the period from (and including) the Final Maturity Date up to (but excluding) the Extended Maturity Date: 1 month TRY LIBOR plus 7.30 per cent. per annum payable monthly in arrear (see paragraph 15 below). 11. Redemption Basis: Subject to any purchase and cancellation or early redemption, the Covered Bonds will be redeemed on the Final Maturity Date (or, as applicable, Extended Maturity Date) at 100 per cent. of their principal amount. 12. Issuer Call: 13. (a) Status of the Covered Bonds: Senior (b) Date Board approval for issuance of Covered Bonds obtained: 31 October 2016 14. Payment Date: PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 15. Fixed Rate Covered Bond Provisions Applicable from (and including) the Issue Date to (but excluding) the Final Maturity Date (a) Rate(s) of Interest: 13.217 per cent. per annum payable in arrear on each Interest Payment Date (b) Interest Payment Date(s): 13 October and 13 April in each year up to and including the Final Maturity Date (c) Additional Business Centre(s) : (d) Fixed Coupon Amount(s): (e) Broken Amount(s) (being the first interest payment after the Issue Date in case of a short coupon): (f) Day Count Fraction: Actual/Actual (g) Determination Date(s) : 16. Floating Rate Covered Bond Provisions Applicable from (and including) the Final Maturity Date to (but excluding) the Extended Maturity Date (a) Specified Period(s) /Specified Interest Payment Dates: The period commencing on and including the Final Maturity Date and ending on the first Specified Interest Payment Date and each successive period beginning on and including a Specified Interest Payment Date and ending on but excluding the next succeeding Specified
Interest Payment Date, subject to adjustment in accordance with the Business Day Convention set out in (b) below. Each 13 th calendar day of each month commencing on but excluding the Final Maturity Date and ending on the Extended Maturity Date shall be a "Specified Interest Payment Date" subject to adjustment in accordance with the Business Day Convention set out in (b) below. (b) Business Day Convention: Modified Following Business Day Convention (c) Additional Business Centre(s) : (d) (e) (f) Manner in which the Rate of Interest and Interest Amount is to be determined: Party responsible for calculating the Rate of Interest and Interest Amount (if not the Fiscal Agent): Screen Rate Determination: Reference Rate, Specified Time and Relevant Financial Centre: Screen Rate Determination Reference Rate: 1 month TRY LIBOR Specified Time: 11.30 a.m. Interest Determination Date(s) : Relevant Financial Centre: Istanbul Second day on which commercial banks are open for business (including dealing in foreign exchange and foreign currency deposits) in London prior to the start of each Interest Period Relevant Screen Page: TRLIB1M on Bloomberg Interpolation for Stub Period: (g) ISDA Determination: (h) Linear Interpolation: (i) Margin(s) : 7.30 per cent. per annum (j) Minimum Rate of Interest: (k) Maximum Rate of Interest (l) Day Count Fraction: Actual/Actual 17. Zero Coupon Covered Bond Provisions
PROVISIONS RELATING TO REDEMPTION 18. Notice periods for Condition 8.2 (Redemption for Tax Reasons): Notice periods for Condition 8.4 (Redemption due to Illegality): Minimum period: 10 days Maximum period: 60 days Minimum period: 10 days Maximum period: 60 days 19. Issuer Call: 20. Final Redemption Amount: TRY 100,000 per Calculation Amount 21. Early Redemption Amount: (a) payable on redemption for taxation reasons (Condition 8.2 (Redemption for Tax Reasons)): (b) payable on redemption for illegality (Condition 8.4 (Redemption due to Illegality)): (c) (d) payable on redemption Instalment Amounts (Condition 8.6 (Instalments)): payable on redemption for event of default (Condition 12 (Events of Default)): TRY 100,000 per Calculation Amount TRY 100,000 per Calculation Amount TRY 100,000 per Calculation Amount GENERAL PROVISIONS APPLICABLE TO THE COVERED BONDS 22. Form of Covered Bonds: (a) Form: Registered Covered Bonds (b) New Global Covered Bond: No (c) New Safekeeping Structure: No Regulation S Registered Global Covered Bond registered in the name of a nominee for a common depositary for Euroclear and Clearstream, Luxembourg exchangeable for Definitive Registered Covered Bonds upon an Exchange Event Eurosystem eligibility: No 23. Additional Business Centre(s): 24. Talons for future Coupons to be attached to Definitive Covered Bonds: No
PART B - OTHER INFORMATION 1. LISTING AND ADMISSION TO TRADING (a) Listing and Admission to trading: Application has been made by the Issuer (or on its behalf) for the Covered Bonds to be listed on the Official List and admitted to trading on the Main Securities Market of the Irish Stock Exchange plc with effect from 13 October 2017. (b) 2. RATINGS Ratings: Estimate of total expenses related to admission to trading: Programme Overcollateralisation Percentage: Series Overcollateralisation Percentage: EUR 600 The Covered Bonds to be issued are expected to be rated Baa1 by Moody's Investors Service Ltd ("Moody's"). Moody's is established in the European Union and is registered under the CRA Regulation. As at the Issue Date, at least 20 per cent. As at the Issue Date, at least 20 per cent. 3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE So far as the Issuer is aware, no person involved in the issue of the Covered Bonds has an interest material to the offer. 4. YIELD Indication of yield: 6. OPERATIONAL INFORMATION 13.217 per cent. per annum (a) ISIN Code: XS1699723976 (b) Common Code: 169972397 (c) CUSIP: (d) Any clearing system(s) other than DTC Euroclear Bank SA/NV and Clearstream Banking S.A. and the relevant identification number(s): The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield. Not Appplicable (e) Delivery: Delivery against payment (f) (g) (h) 7. DISTRIBUTION Names and addresses of additional Agent(s) (if any): Deemed delivery of clearing system notices for the purposes of Condition 16 (Notices): Intended to be held in a manner that would allow Eurosystem eligibility: (a) Method of distribution: Non-Syndicated (b) If syndicated, names of Managers: (c) Date of Purchase Agreement: 29 September 2017 (d) Stabilising Manager(s) (if any): Any notice delivered to Covered Bondholders through the clearing systems will be deemed to have been given on the business day after the day on which it was given to the relevant clearing system. No
(e) If non-syndicated, name of relevant Dealer: (f) U.S. Selling Restrictions: Reg. S Compliance Category 2 Rules identical to those provided in TEFRA D