FIRST SUPPLEMENT dated 13 November 2018 to the Base Prospectus dated 4 September, 2018

Yapi ve Kredi Bankasi A.S. U.S.$11,000,000,000 Global Medium Term Note Programme

This Supplement (the Supplement) to the Base Prospectus (the Base Prospectus) dated 4 September 2018 constitutes a supplement for the purposes of Article 16 of Directive 2003/71/EC (as amended or superseded, the Prospectus Directive) and Article 51 of Prospectus (Directive 2003/71/EC) Regulations 2005 of Ireland (S.I. No. 324 of 2005) (as amended) (the Prospectus Regulations) and is prepared in connection with the U.S.$11,000,000,000 Medium Term Note Programme (the Programme) established by Yapı ve Kredi Bankası A.Ş. (the or the Issuer). Terms defined in the Base Prospectus have the same meaning when used in this Supplement. This Supplement is supplemental to, and should be read in conjunction with, the Base Prospectus and any other supplements to the Base Prospectus issued by the Issuer. The Issuer accepts responsibility for the information contained in this Supplement. To the best of the knowledge of the Issuer (having taken all reasonable care to ensure that such is the case) the information contained in this Supplement is in accordance with the facts and does not omit anything likely to affect the import of such information. This Supplement has been approved by the Central Bank of Ireland, as competent authority under the Prospectus Directive. The Central Bank of Ireland only approves this Supplement as meeting the requirements imposed under Irish and European Union law pursuant to the Prospectus Directive. Purpose of this Supplement This Supplement has been prepared and published for the purposes of incorporating into the Base Prospectus the latest financial statements and certain recent events in connection with the Issuer. As a result, certain modifications to the Base Prospectus are hereby being made. A copy of each of the unaudited, interim BRSA consolidated financial statements of the Group and the unaudited, interim BRSA unconsolidated financial statements of the Bank, for the nine month period ended 30 September 2018 (including any notes thereto, together the New Financial Statements) has been filed with the Central Bank of Ireland and the Irish Stock Exchange plc trading as Euronext Dublin and, by means of this Supplement, is incorporated by reference into, and forms part of, the Base Prospectus. Copies of the New Financial Statements can be obtained without charge from the registered office of the Issuer and from the Issuer’s website: (a) with respect to the consolidated New Financial Statements, at https://www.yapikredi.com.tr/medium/file/30-september-2018- consolidated-financials_48908/download, and (b) with respect to the unconsolidated New Financial Statements, at https://www.yapikredi.com.tr/medium/file/30-september-2018-unconsolidated-financials_48912/download (such website is not, and should not be deemed to constitute, a part of, or be incorporated into, this Supplement or the Base Prospectus). The New Financial Statements, which are in English, were prepared as convenience translations of corresponding Turkish language BRSA financial statements (which translations the Issuer confirms are direct and accurate). The New Financial Statements were not prepared for the purpose of their incorporation by reference into the Base Prospectus. In addition, this Supplement sets out in the attached pages a “Recent Developments” section relating to the New Financial Statements and additional information, which section shall, from the date hereof, form part of, and be incorporated into, the Base Prospectus. Statements contained herein shall, to the extent applicable and whether expressly, by implication or otherwise, modify or supersede statements set out in, or previously incorporated by reference into, the Base Prospectus. Where there is any inconsistency between the information contained in (or incorporated by reference into) the Base Prospectus and the information contained herein (or incorporated by reference into the Base Prospectus by means of this Supplement), the information contained herein (or incorporated by reference into the Base Prospectus by means of this Supplement) shall prevail. If the documents which are incorporated by reference in the Base Prospectus by virtue of this Supplement themselves incorporate any information or other documents therein, either expressly or implicitly, such information or other documents will not form part of the Base Prospectus for the purposes of the Prospectus Directive except where such information or other documents are specifically incorporated by reference in, or attached to, the Base Prospectus by virtue of this Supplement. Except as disclosed herein (including in the New Financial Statements incorporated by reference into the Base Prospectus by means of this Supplement) there has been no: (a) significant new factor, material mistake or inaccuracy relating to the information included in the Base Prospectus since the publication of the Base Prospectus, (b) significant change in the financial or trading position of either the Bank or the Group since 30 September 2018 and (c) material adverse change in the financial position or prospects of either the Bank or the Group since December 31, 2017. Neither of the Dealers or the Arrangers make any representation, express or implied regarding, or accept any responsibility for, the contents hereof or any information incorporated by reference into the Base Prospectus by means of this Supplement.

RECENT DEVELOPMENTS

This section should be read together with and form part of the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Base Prospectus. Non-Performing Loan Sale On 26 September 2018, the Bank sold a 97% provisioned NPL portfolio comprised of retail and SME loans amounting to approximately TL 367 million principal amount for a total consideration of approximately TL 19.3 million. Turkish economy ’s GDP grew by 6.2% in the first half of 2018 according to Turkstat. On 20 September 2018, the Turkish Treasury and Finance Minister announced the Government’s Medium Term Program, renamed the New Economic Program (“NEP”) for the 2019 to 2021 period. The objectives of the NEP are rebuilding financial and price stability, ensuring budget discipline and economic rebalancing and achieving sustainable economic growth via transformation in manufacturing and exports. As part of the rebalancing objective, the Government targets a 2.3% GDP growth in 2019. The NEP contemplates the ratio of the budget deficit to GDP to be 1.9% in 2018 and 1.8% in 2019. The Government also expects inflation to reach 20.8% by the end of 2018 and to decrease to 15.9% by the end of 2019. CPI increased to 25.2% in October 2018, and the 12-month moving average of inflation in October 2018 was 14.9% compared to 10.4% in October 2017, with inflation continuing to remain a policy concern. On 9 October 2018, in an effort to counter increasing inflation, the Government announced measures to combat inflation with the support of the private sector. These measures include a program for participants in the private sector to apply 10% discount on some products until end of 2018. A number of private companies have joined the program to date. Moreover, the Government announced that there will be no more price increases to electricity and natural gas until the end of 2018. In addition, in order to tackle inflation and tighten monetary policy, the Central Bank increased the policy rate by 625 bps to 24% in September 2018. Since April 2018, the average cost of funding has increased by 11.25%. Exchange Rate In the first half of 2018, the depreciated by 21%, mainly due to the worsening of the macroeconomic outlook in Turkey and global factors leading to a U.S. dollar strengthening. As a result of heightened tensions in relations between Turkey and the United States, the Turkish Lira depreciated by a further 51% from the end of June to 13 August 2018, when the Central Bank and the BRSA announced measures to support the financial markets and prevent volatility in the currency market. In addition to these measures, the Central Bank increased the policy rate by 625 bps to 24% in September 2018 to tighten the monetary policy. With the support of these measures and policies, along with easing tension with the United States, the Turkish Lira has appreciated by 21% against the U.S. dollar from 13 August 2018 to 31 October 2018 and TL/U.S.$ exchange rate fell to TL 5.50 per U.S. dollar as of 31 October 2018. The exchange rate was TL 2.9181 per U.S. dollar as of 31 December 2015, TL 3.5192 per U.S. dollar as of 31 December 2016, TL 3.7719 per U.S. dollar as of 31 December 2017 and TL 5.9902 per U.S. dollar as of 30 September 2018. Analysis of Results of Operations for the Nine Month Periods Ended 30 September 2018 and 2017 The Group had net profit of TL 3,586,347 thousand in the first nine months of 2018 compared to net profit of TL 2,734,619 thousand for the same period of the previous year, an increase of 31%, which was primarily driven by increases in the Group’s net interest income and net fees and commission income. The Group’s cost to income ratio decreased to 32.1% for the nine month period ended 30 September 2018 from 40.9% for the nine month period ended 30 September 2017 driven by the Group’s disciplined cost approach.

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The table below summarises the Group’s income statement for the nine month periods ended 30 September 2018 and 2017, the components of which are described in greater detail below:

For the nine month periods ended 30 September

% 2018 2017 Change

(TL thousands) (Income Statement Data) Interest income ...... 24,489,639 16,544,827 48.02% Interest expense ...... (14,124,548) (9,619,954) 46.83% Net interest income ...... 10,365,091 6,924,873 49.68% Net fees and commissions income ...... 3,120,829 2,474,138 26.14% Dividend income ...... 12,753 10,306 23.74% Trading gain/(loss) (net) ...... (57,643) (201,420) -71.38% Other operating income ...... 1,092,331 878,766 24.30% Total operating income ...... 12,290,593 10,086,663 21.85% Provision for impairment of loans and other receivables ...... (5,340,348) (2,554,280) 109.07% Other operating expenses(1) ...... (2,443,295) (4,154,483) -41.19% Net operating income/(loss) ...... 4,506,950 3,377,900 33.42% Profit/Loss from equity method applied subsidiaries/Income/(loss) from investments accounted based on equity method ...... 83,930 65,754 27.64% Profit/(loss) before taxes from continuing operations ...... 4,590,880 3,443,654 33.31% Tax provisions for continuing operations (±) ...... 1,004,533 (709,035) -241.68% Net profit/loss ...... 3,586,347 2,734,619 31.15% Minority interest profit/losses ...... 93 53 75.47% Group’s profit/loss ...... 3,586,254 2,734,566 31.15%

(1) Including personnel costs. The following table provides certain of the Group’s key ratios as of the dates and for the periods indicated:

For the nine month periods ended 30 September 2018 2017

(BRSA consolidated) Return on average equity (excluding minority interest)(1)...... 14.3% 14.0% Net interest margin(2) ...... 4.2% 3.4% Cost to income(3) ...... 32.1% 40.9% Cost to average total assets(4) ...... 1.7% 2.0% 30 September 31 December 2018 2017 Capital adequacy ratio ...... 16.1% 13.4% Free capital ratio(5) ...... 5.3% 6.3% Non-performing loans to total cash loans ...... 3.7% 4.4%

(1) The average is calculated as the average of shareholders’ equity (excluding intangible assets) on 30 September 2018 and shareholders’ equity (excluding intangible assets) on 31 December 2017. (2) Net interest income, divided by average interest earning assets, Bank only. (3) Represents non-interest expenses divided by total operating income before provisions and non-interest expense. (4) Operating costs divided by the average of assets at the end of the current period and assets at the end of the previous period. (5) Free capital (Total shareholders’ equity minus subsidiaries and joint ventures minus property and equipment minus intangible assets minus investment property minus tax assets minus deferred tax assets minus other assets minus NPLs plus provisions).

Key ratios related to profit and loss items are compared on an annual basis. Therefore, figures for the nine month period ended 30 September 2018 are compared with figures for the nine month period ended 30 September 2017. Key ratios related to balance sheet items as of 30 September 2018 are compared to 31 December 2017 figures.

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Net Interest Income and Net Interest Margin Based on the Interim BRSA Financial Statements for the nine month period ended 30 September 2018, the Group’s net interest income was TL10,365,091 thousand, an increase of 50% compared to TL6,924,873 thousand for the nine month period ended 30 September 2017. The Group’s interest expense increased by 47% in the first nine months of 2018 as compared to the same period in the previous year, primarily driven by a 29% increase in interest expense on deposits (which constitutes 66% of the Group’s interest expense). This increase in interest expense was more than offset by an increase in interest income of 48% over the same period, primarily driven by a 42% increase in interest on loans also supported by the increase in interest received from marketable securities. The Group’s interest income is primarily attributable to interest obtained from loans, which amounted to TL 18,648,111 thousand (76% of total interest income) for the nine month period ended 30 September 2018, an increase of 42% compared to TL 13,148,825 thousand (79% of total interest income) for the same period of the previous year. The increase was mainly attributable to increasing yields due to the significantly rising interest rate environment and increased volumes. The Group’s remaining interest income mainly derives from interest received from marketable securities, which amounted to TL 3,945,691 thousand (16% of the Group’s total interest income) in the first nine months of 2018, an increase of 73% compared to TL 2,281,440 thousand (14% of the Group’s total interest income) for the same period of the previous year. The increase was primarily due to the increase in the inflation assumption for valuation of CPI linkers as a result of significant increases in prevailing inflation levels in Turkey. As of 30 September 2018, the Bank’s cumulative net interest margin (net interest income divided by average interest earning assets, Bank only) was 4.2%, which improved from 3.4% as of the same period of 2017 (compared to 3.4% as of 31 December 2017). On a swap-adjusted basis, the Bank’s net interest margin increased by 48 bps to 3.5% as of 30 September 2018 from 3.1% as of 30 September 2017. As of 30 September 2018, the Group’s revenue margin (on a consolidated basis) increased by 47 bps to 4.8%, as compared to 30 September 2017. The increase in net interest margin was mainly driven by the increase in loan yields due to the Bank’s upward repricing efforts, which were also supported by an increase in interest income from securities. Such increase resulted mainly from increased income from CPI linkers driven by the increase in the inflation assumption for valuation of CPI linkers. Net Fees and Commission Income The Group’s net fees and commission income for the nine month period ended 30 September 2018 amounted to TL 3,120,829 thousand, an increase of 26% from TL2,474,138 thousand for the nine month period ended 30 September 2017. This increase was mainly driven by the Group’s ongoing diversification efforts supported by its core business. As of 30 September 2018, of the total fees and commissions received by the Bank, 53% came from card payment systems (an increase of 33% compared to 30 September 2017, which was primarily the result of the increasing interest rate environment), 30% from lending related activity (an increase of 22% compared to 30 September 2017, which was primarily driven by non-cash loans), 6% from bancassurance (an increase of 10% compared to 30 September 2017), and 7% from money transfers (an increase of 58% compared to 30 September 2017), 2% from asset management fees (an increase of 7% compared to 30 September 2017), 1% from account maintenance fees (a decrease of 1% compared to 30 September 2017) and 1% from brokerage fees (an increase of 34% compared to 30 September 2017). Other Operating Income Other operating income for the nine month period ended 30 September 2018 was TL 1,092,331 thousand, an increase of 24% from TL 878,766 thousand for the nine month period ended 30 September 2017. Allowance for expected credit losses Allowance for expected credit losses for the nine month period ended 30 September 2018 amounted to TL5,340,348 thousand, an increase of 109% from TL 2,554,280 thousand for the nine month period ended 30 4

September 2017. Loan loss provisions (specific and general) (expected credit losses under TFRS9) increased by 87% during the first nine months of 2018, while provisions for impairment of financial assets at fair value through profit or loss, financial assets at fair value through other comprehensive income and financial assets measured at amortised cost including other provision expense and cash and non-cash loan provision expense increased to TL 5,488,337 thousand. The increase in the generic loan loss provision is primarily due to an increase in Stage 2 loans and due to loan growth and currency depreciation. Given challenging Turkish macroeconomic conditions in the first nine months of 2018, the Group took a cautious stance towards asset quality. This resulted in the Bank reclassifying some Stage 1 loans as Stage 2 loans as a precautionary measure, although not required by risk models. The loans reclassified by the Bank that represented a significant increase in credit risk constituted 48% of the Stage 2 portfolio, whereas the loans that were over 30 days overdue and the loans that were restructured represented 20% and 32% of the total Stage 2 portfolio respectively. The increase in specific provisions was mainly driven by the increase in NPLs as a result of the Group’s proactive NPL reclassification strategy. Energy and construction are the sectors that the Bank is most cautious about and constitute 12% and 15% of the Group’s total consolidated loan portfolio as of 30 September 2018, respectively. The construction sector is mainly concentrated on government guaranteed infrastructure loans. The increase in specific loan loss provisions is mainly driven by a combination of the Group’s proactive and conservative asset quality approach and by an increase in non-performing loans due to a worsening of economic conditions. The total cost of risk (calculated as expected credit losses – collections including specific provision reversals/total gross loans) adjusted for provision reversals increased to 1.88% in the nine months ended 30 September 2018 compared to 1.08% in the same period in 2017, with the Group’s prudent and conservative approach towards asset quality in terms of NPL management. Other Operating Expenses (Including personnel expenses) Other operating expenses for the nine month period ended 30 September 2018 were TL 4,686,063 thousand, an increase of 13% from TL 4,154,483 thousand for the nine month period ended 30 September 2017. The increase for the nine month period ended 30 September 2018 was primarily driven by an increase in salaries due to increases in the CPI inflation rate. As of 30 September 2018, the Bank had 867 branches (including 789 retail and SME branches, 22 private banking branches, 3 corporate branches and 46 commercial branches, one international banking branch, one free zone branch, one custody branch, one branch abroad and 3 satellite branches). The total number of employees decreased to 18,957 as of 30 September 2018, as compared to 19,152 as of 30 September 2017. Financial Condition The table below sets forth the components of the Group’s balance sheet data as of 30 September 2018 and 31 December 2017:

30 September 31 December 2018 2017

(TL thousands) Balance Sheet Data Cash and balances with Central Bank ...... 56,636,825 42,451,970 Loans / Loans and receivables ...... 264,802,523 201,998,787 Financial assets at fair value through profit or loss / Financial assets at fair value through profit or loss ...... 358,983 4,230,080 Financial assets at fair value through other comprehensive income / Financial assets available-for-sale ...... 25,523,536 24,496,524 Financial assets measured at amortised cost / Held-to-maturity investments ...... 23,830,932 14,197,066 Total assets ...... 421,974,357 320,066,118 Deposits ...... 221,048,569 173,383,633 Loans Received / Funds borrowed ...... 62,266,261 42,350,053 Shareholders’ equity ...... 40,306,016 30,101,826 Total Liabilities and shareholders’ equity ...... 421,974,357 320,066,118

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Total Assets The Group had total assets of TL 421,974,357 thousand as of 30 September 2018, an increase of 33% as compared to 31 December 2017. Due to the reclassification of general provisions as a negative item to assets from liabilities due to the implementation of IFRS 9, total assets are not fully comparable. The largest share of the increase in total assets in the first nine months of 2018 came from total loans, which increased 25% to TL 249,426,774 thousand as of 30 September 2018 from TL 199,874,067 thousand at 31 December 2017. Loans comprised 59% of total assets as of 31 September 2018, as compared to 63% as of 31 December 2017. Turkish Lira loans increased by 4% as compared to 31 December 2017, whereas foreign exchange loans decreased by 2% in U.S. dollar terms due to a combination of supply and demand given increasing interest rate environment and the depreciation of the Turkish Lira. Total cash loans increased by 25% as compared to 31 December 2017, mainly due to the depreciation of the Turkish Lira while on a foreign exchange adjusted basis, total cash loans increased by 1% in the same period. As of 30 September 2018, the breakdown of total loans by sector was as follows: 24% from retail (compared to 29% as of 31 December 2017), 1% from financial institutions (compared to 3% as of 31 December 2017), 9% from export related loans (compared to 4% as of 31 December 2017), 47% from business loans (compared to 49% as of 31 December 2017) and 19% from other loans and receivables (compared to 15% as of 31 December 2017). The Bank’s intra-group cash exposure in total cash loans as of 30 September 2018 was 8.31% of the total capital base (as compared to the maximum regulatory limit of 20%). In addition, the top 20 loans accounted for 12.88% of the total loan book. The percentage of non-performing loans to total cash loans decreased to 3.7% as of 30 September 2018 from 4.4% as of 31 December 2017 due to NPL sales. Excluding the NPL sales in 2018, which totalled TL 2 billion, the percentage of non-performing loans to total cash loans would have increased to 4.4% as of 30 September 2018 from 4.5% as of 31 December 2017. The specific coverage on non-performing loans without considering collaterals increased to 82% as of 30 September 2018, from 77% as of 31 December 2017. If generic provisions for cash loans were also included, total coverage on non-performing loans would be at 123% as of 30 September 2018, as compared to 107% as of 31 December 2017. Total cost of risk (calculated as total loan loss provisions – collections including specific provision reversals/total gross loans) increased to 1.88% as of 30 September 2018, from 1.06% as of 31 December 2017, primarily driven by the Group’s prudent and conservative approach towards asset quality in terms of classification and NPL management. The Group’s total securities (comprising financial assets at fair value through profit or loss, financial assets at fair value through other comprehensive income and financial assets measured at amortised cost) increased 40% to TL 49,713,451 thousand as of 30 September 2018 from TL 35,490,890 thousand as of 30 September 2017, primarily due to an increase in financial assets measured at amortised cost. The mix of securities was approximately 32% foreign currency (virtually all fixed rate) and 68% Turkish Lira of which approximately 35% were fixed rate and 7% were floating rate. The percentage of securities in total assets was stable at 12% for the same period in line with the increase in total securities and assets. Total Liabilities and Shareholders’ Equity On the liability side, deposits increased by 27% to TL 221,048,569 thousand as of 30 September 2018 from TL 173,383,633 thousand as of 31 December 2017, and constituted 52% of the Group’s total liabilities as of 30 September 2018 (compared to 54% as of 31 December 2017). The growth in deposits was in line with the growth in loans during 2018, and the funding base was supported by successful capital markets issuances including the issuance of U.S.$500 million Eurobonds in March 2018, two syndications in May and October 2018 with roll- over ratios of 111% and 96% respectively, and TL 639,000 thousand covered bonds in February and May 2018. The share of demand deposits in total deposits was 19% as of 30 September 2018. During August 2018, there was significant volatility on the Turkish macroeconomic environment, and liquidity became an important point of attention. As a result, the Group focused on increasing its deposit base and is in the 6

process of updating its stress models in order to mitigate any impact from the volatile macroeconomic environment. The loans to deposits ratio decreased to 112% as of 30 September 2018, as compared to 114% as of 30 September 2017. Borrowings (including loans received/funds borrowed, subordinated debt and marketable securities issued) increased by 52% to TL 114,466,045 thousand as of 30 September 2018 from TL 75,346,728 thousand as of 31 December 2017. The composition of borrowings as of 30 September 2018 is as follows: 11% from securitisations, 15% from syndications, 14% from subordinated debt, 21% from bonds and bills (including loan participation notes) and 39% from other funding sources, including foreign trade related borrowings and borrowings of subsidiaries. The Group’s shareholders’ equity increased by 34% to TL 40,306,016 thousand as of 30 September 2018 from TL 30,101,826 thousand as of 31 December 2017 as a result of a rights issue executed in June 2018. See “Business of the Bank—New Strategic Plan—Strengthen and optimise its capital position” in the Base Prospectus. According to BRSA consolidated figures, the Group had a capital adequacy ratio of 16.1% as of 30 September 2018 as compared to 13.4% as of 31 December 2017. Off-Balance Sheet Commitments The Group’s total off-balance sheet commitments including guarantees and warranties, commitments and derivative instruments decreased by 13% to TL 722,656,679 thousand as of 30 September 2018, from TL 688,685,607 thousand as of 31 December 2017. The decrease in total off-balance sheet commitments in the first nine months of 2018 came from commitments, which decreased 32% to TL 125,942,895 thousand as of 30 September 2018 from TL 185,987,660 thousand as of 31 December 2017. Segment Results The following tables set forth certain data for the Group’s segments for the nine months ended 30 September 2018 and 2017:

30 September 2018

Corporate Private and Banking and Retail Commercial Wealth Foreign Banking Banking Management Operations Other* Eliminations Group

(TL thousands) Segment revenue ...... 5,937,538 4,992,106 — 293,116 3,303,348 (5,500) 14,520,608 Segment expenses ...... (3,640,395) (3,343,245) — (107,442) (2,940,829) 5,500 (10,026,411) Segment result ...... 2,297,143 1,648,861 — 185,674 362,519 — 4,494,197

* Other segment mainly includes treasury management results, activities of business support units, insurance operations and other undistributed operations.

30 September 2017

Corporate Private and Banking and Retail Commercial Wealth Foreign Banking Banking Management Operations Other * Eliminations Group

(TL thousands Segment revenue ...... 3,627,578 2,437,953 235,690 506,843 3,273,479 (5,186) 10,076,357 Segment expenses ...... (3,434,223) (658,119) (103,157) (186,123) (2,332,327) 5,186 (6,708,763) Segment result ...... 193,355 1,779,834 132,533 320,720 941,152 — 3,367,594

* Other segment mainly includes treasury management results, activities of business support units, insurance operations and other undistributed operations.

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Liquidity Coverage Ratio (LCR) LCR is a metric measuring the adequacy of unencumbered free liquid assets (“High quality liquid assets”) to meet expected net cashflows over the next 30 days. LCR is an important Basel regulation metric that measures short-term liquidity and is closely monitored in the Group. High quality liquid assets included in the LCR calculation consist of cash, effective money, CBRT accounts and reserves and debt instruments issued by the Treasury of the Republic of Turkey which are treated as high quality liquid assets. Cash outflows from derivative transactions in the LCR calculation are based on inclusion of net cash flows with maturity of 30 days in the calculation. Additionally, transactions having a margin possibility are included in LCR calculation by taking the largest amount according to absolute value of net margin flows realized in the last 24 months in respect of 30 days period or for liability into consideration as cash outflow. Secured funding consists of repo and secured loan transactions. A large part of securities which are subject of guaranteed funding transactions consist of Sovereign Bonds issued by Treasury of the Republic of Turkey and transactions are carried out both in the CBRT market and interbank market. All cash inflow and outflow items related to liquidity profile of the Bank are included in liquidity coverage ratio tables below. The Group’s LCR based on the simple average of the last three months LCR for 30 September 2018 was 122%. The table below shows the calculation of LCR for the periods indicated:

30 September 2018(1) 31 December 2017(1) Unweighted Amounts Weighted Amounts Unweighted Amounts Weighted Amounts Prior Period TL+FC FC TL+FC FC TL+FC FC TL+FC FC High Quality Liquid Assets High Quality Liquid Assets ...... 69,871,848 42,076,944 53.021.956 33.801.377 Cash Outflows Retail and Small Business Customers Deposits...... 112,426,125 56,244,252 10,159,140 5,624,391 89,425,852 38,790,605 7,996,187 3,879,021 Stable deposits ...... 21,669,458 681 1,083,473 34 20,127,975 770 1,066,399 38 Less stable deposits ...... 90,756,667 56,243,571 9,075,667 5,624,357 69,297,877 38,789,835 6,929,788 3,878,983 Unsecured Funding other than Retail and Small Business Customers Deposits ...... 95,724,679 58,843,955 54,245,697 30,537,022 73,090,818 39,353,588 42,257,373 20,681,500 Operational deposits — — — — — — — — Non-Operational deposits ...... 74,204,822 52,086,726 35,488,339 23,809,784 54,744,574 34,700,478 26,379,618 16,041,016 Other Unsecured funding ...... 21,519,857 6,757,229 18,757,358 6,727,238 18,346,244 4,653,110 15,877,755 4,640,484 Secured funding ...... 31,763 30,540 99,619 75,988 Other Cash Outflows...... 6,018,615 17,238,735 6,018,615 17,238,735 2,738,736 16,955,309 2,738,736 16,955,309 Liquidity needs related to derivatives and market 6,018,615 17,238,735 6,018,615 17,238,735 valuation changes on derivatives transactions ...... 2,738,736 16,955,309 2,738,736 16,955,309 Debts related to the structured financial products ... — — — — — — — — Commitment related to debts to financial markets and other off balance sheet liabilities ...... — — — — — — — — Commitments that are unconditionally revocable at any time by the Bank and other contractual commitments ...... 127,003,414 97,782,372 6,350,171 4,889,119 101,640,533 74,133,944 5,082,027 3,706,697 Other irrevocable or conditionally revocable commitments ...... 85,313,650 24,530,721 6,574,706 1,742,571 68,214,017 9,586,970 5,056,909 650,347 Total Cash Outflows ...... 83,380,092 60,062,378 63,230,851 45,948,862 Cash Inflows Secured Lending Transactions ...... — — 21 — — — — — Unsecured Lending Transactions ...... 30,420,213 14,146,634 22,023,275 12,220,921 27,919,538 10,698,139 19,026,494 8,885,738 Other Contractual Cash Inflows ...... 4,290,849 26,499,263 4,290,849 26,499,263 1,465,832 23,273,539 1,465,832 23,273,539 Total Cash Inflows ...... 34,711,062 40,645,897 26,314,145 38,720,184 29,385,370 33,971,678 20,492,326 32,159,277 Capped Amounts

Total High Quality Liquid Assets ...... 69,871,848 42,076,944 53,021,956 33,801,377 Total Net Cash Outflows ...... 57,065,946 21,342,194 42,678,526 13,789,585 Liquidity Coverage Ratio (%) ...... 122.44 197.15 124.24 245.12 ______(1) Figures are calculated based on the simple average between figures for the last three months.

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Loan-Deposit Spreads and Loan Yields The table below shows the calculation of Loan-Deposit Spreads and Loan Yields as of 30 September 2018 and 30 September 2017:

30 September 2017 30 September 2018 (TL thousands, except %) 3.97 Daily Annualisation ...... 3.97 Interest income on Performing Loans ...... 12,720,252 17,634,523 TL ...... 10,013,510 13,175,624 Total Performing Loans ...... 184,125,227 238,837,899 TL ...... 118,279,094 126,243,565 Average Performing Loans(1) ...... 177,315,742 215,860,237 TL ...... 111,384,681 124,946,443 Performing Loan Yield ...... 9.6% 10.9% TL Performing Loan Yield ...... 12.0% 14.1% Interest cost on Deposits ...... 7,178,579 9,249,230 TL ...... 5,928,053 7,278,001 Deposits ...... 160,451,069 211,023,507 TL ...... 71,063,474 90,477,463 Average Deposits(1)...... 157,362,962 190,185,362 TL ...... 77,855,989 83,205,786 Cost of Deposit ...... 6.1% 6.5% Cost of Deposit (TL) ...... 10.2% 11.7% Performing Loan - Deposit spreads ...... 3.5% 4.4% Performing Loan - Deposit spreads (TL) ...... 1.8% 2.4% ______(1) Average figures are calculated as the average between the figures for the beginning and end of the period.

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AMENDMENTS The following amendments are made to the Base Prospectus: RISK FACTORS The risk factor entitled “Risks Related to the Group’s Business - The Group’s business, results of operations, financial condition and prospects are affected by general economic conditions in Turkey and internationally” starting on page 1 of the Base Prospectus is hereby amended by the addition of the following paragraph before the last paragraph on page 2 of the Base Prospectus: Macroeconomic conditions in Turkey have deteriorated in 2018. In the first half of 2018, Turkey’s GDP growth decreased to 6.2% according to Turkstat, and the Government expects a 2.3% GDP growth in 2019. CPI increased to 25.2% in October 2018, and the 12-month moving average of inflation in October 2018 was 14.9% compared to 10.4% in October 2017, with inflation continuing to remain a policy concern. In order to tackle inflation and tighten the monetary policy, the Central Bank increased the policy rate by 625 bps to 24% in September 2018. Since April 2018, the average cost of funding increased by 11.25%. The deterioration of macroeconomic conditions have impacted the Turkish banking sector in several ways including (i) the high interest rate environment impacted the cost of funding, and lending rates, (ii) slow economic growth and increased inflation negatively impacted the demand and supply for lending and the asset quality of both corporate and retail loans, and (iii) volatility in the exchange rate also impacted both the asset quality and capital ratios of the Turkish banking sector. The risk factor entitled “Risks Related to the Group’s Business - The Group is subject to credit risk in relation to its borrowers and counterparties” starting on page 3 of the Base Prospectus is hereby amended by adding the following paragraph after the second paragraph of the Risk Factor on page 4 of the Base Prospectus: The Turkish banking sector’s NPL volume increased by 32% as of September 2018, as compared to 31 December 2017, while the Group’s NPL volume increased by 7% in the same period, due to an NPL sale amounting to TL 2 billion executed in 2018. In the third quarter of 2018, as a result of a combination of worsening macroeconomic conditions and the Group’s proactive provisioning policy in light of such conditions, Stage 2 loans to gross loans increased to 7.2%. Additionally, the adoption of IFRS 9 increased the sensitivity of the Bank’s provisions to macroeconomic volatility, including the impact of exchange rate depreciations on Stage 1 and Stage 2 provisions. During the third quarter of 2018, the Group increased its provisions for Stage 2 and Stage 3 loans significantly due to its prudent and proactive asset quality approach. The risk factor entitled “Risks Related to the Group’s Business - The Group may be negatively affected by volatility in interest rates” starting on page 6 of the Base Prospectus is hereby amended by restating the first full paragraph on page 7 of the Base Prospectus as follows: Additionally, in order to relieve the Turkish Lira volatility, the Central Bank has taken several actions in 2018, which could potentially further lead to interest rate volatility and impact the profitability of the Group. In response to high inflation and the depreciating Turkish Lira, in April 2018 the Central Bank announced a raise in the average cost of funding by a total of 500bps to 17.75%, effective from June, and announced the details of its simplification framework by which it started to use the one-week repo interest rate as its policy rate. Accordingly, the overnight borrowing and lending rates will be determined at 150 bps below/above the one-week repo rate. In the week commencing 13 August 2018, the Central Bank ceased funding at the one- week repo rate, instead adopting the overnight borrowing rate as the main lending rate. CPI increased to 25.2% in October 2018, and the 12-month moving average of inflation in October 2018 was 14.9% compared to 10.4% in October 2017, with inflation continuing to remain a policy concern. On 9 October 2018, in an effort to counter increasing inflation, the Government announced measures to combat inflation with the support of the private sector. In addition, in order to tackle inflation and tighten the monetary policy, the Central Bank increased the policy rate by 625 bps to 24% in September 2018. Since April 2018,

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the average cost of funding increased by 11.25%. However, such measures are subject to further change and revision at any time, and the Group may be required to seek alternative sources of liquidity and funding, which may only be available at increased cost or have limited or no availability. The risk factor entitled “Risks Related to the Group’s Business - Further devaluations of the Turkish Lira may adversely impact the Bank’s business, results of operations and financial condition” starting on page 8 of the Base Prospectus is hereby amended by restating the second and third paragraphs of the risk factor as follows: Until February 2001, it was the stated policy of the Central Bank to devalue the Turkish Lira against the U.S. dollar in line with inflation. However, in recent years the devaluation of the Turkish Lira has not been consistent with inflation rates. See also “—The Group may be negatively affected by volatility in interest rates” for a discussion of the exchange rate impact on interest rates. Annual inflation rates in Turkey (as measured by the Turkish CPI) for 2015 was at 8.8% due to the foreign exchange pass-through from the depreciation of the Turkish Lira and rising food prices. As of 31 December 2016, annual CPI was at 8.5%, mainly driven by lower demand and decelerated food prices in the preceding months. As of 31 December 2017, annual CPI was at 11.9%, mainly driven by foreign exchange pass through effect due to the depreciation of the Turkish Lira, the positive output gap due to higher external demand and deterioration of the inflation outlook. As of July 2018, CPI was at 15.8%, mainly driven by rising food prices and pass through effects from the depreciation of the Turkish Lira. The value of the Turkish currency against the U.S. dollar has been volatile over the last years, having depreciated by 25% in 2015, primarily as a result of uncertainties surrounding the political and economic landscape. The Turkish Lira depreciated by 21% and 7.9% against the U.S. dollar, in 2016 and 2017 respectively, mainly due to rising geopolitical risks and political developments on the perceived risks associated with investing in Turkey. In the first half of 2018, the Turkish Lira depreciated by 21%, mainly based on deteriorating macroeconomic conditions and global factors leading to a U.S. dollar strengthening. As a result of heightened tensions in relations between Turkey and the United States, the Turkish Lira depreciated by a further 51% from the end of June until, on 13 August 2018, the Central Bank and the BRSA announced measures to support the financial markets and prevent volatility in the currency market. In addition to these measures, the Central Bank increased the policy rate by 625 bps to 24% in September 2018 to tighten the monetary policy. With the support of these measures and policies, along with easing tension with the United States, the Turkish Lira appreciated by 21% against the U.S. dollar from 13 August 2018 to 31 October 2018 and the TL/U.S.$ exchange rate fell to TL 5.50 per U.S. dollar as of 31 October 2018. The exchange rate was TL 2.92 per U.S. dollar as of 31 December 2015, TL 3.52 per U.S. dollar as of 31 December 2016, TL 3.77 per U.S. dollar as of 31 December 2017 and TL 5.99 per U.S. dollar as of 30 September 2018. In August 2018, the BRSA announced two sets of temporary forbearances related to the capital ratios, providing a relief to the banking system. Excluding the regulatory forbearances, the Group’s capital ratios were above the regulatory requirements (13.3%, as compared to 16.1% giving effect to the new regulation) as of 30 September 2018. The risk factor entitled “Risks Related to Turkey - Conflict and uncertainty within Turkey or in neighbouring and nearby countries may have a material adverse effect on the Group’s business, financial condition, results of operations or prospects” starting on page 16 of the Base Prospectus is hereby amended by restating the last full paragraph on page 18 of the Base Prospectus as follows: On 8 October 2017, the United States suspended all non-immigrant visa services for Turkish citizens in Turkey following the arrest of an employee of the United States consulate in . On the same date, Turkey retaliated by issuing a statement that restricts the visa application process for United States citizens. While visa services have since resumed to normal, relations between the two countries had remained strained on various topics, including the detention of an American pastor arrested in October 2016 by Turkey and the conviction of an executive of a state-controlled bank, Türkiye Halk Bankası A.Ş., for bank fraud and conspiracy to violate U.S. sanctions laws in assisting Iran to evade U.S. sanctions. Furthermore, in August 2018 the United States had imposed sanctions on two Turkish ministers and increased import taxes 11

on Turkish steel and aluminium. Nonetheless, on 12 October 2018, a Turkish court released the detained pastor, and the United States removed the sanctions imposed on Turkish ministers. In addition, on the week of 2 November 2018, certain U.S. sanctions on Iranian financial and energy sectors and on certain other imports from Iran, were re-imposed. Nevertheless, the United States granted Turkey a partial exemption allowing it to import limited amounts of oil from Iran for six months. However, there is no certainty that such exemption will remain in force until the end of the six-month period or that it will be renewed. Any similar events in the future might result in (or contribute to) a deterioration of the relationship between Turkey and the EU and/or the United States and might have a negative impact on the Turkish economy. As such, political uncertainty is likely to continue. Furthermore, certain regulatory actions, investigations, allegations of past or current wrongdoing and similar actions (including the above-described conviction of an executive of Türkiye Halk Bankası A.Ş.) might lead to related actions, rumours and/or uncertainties surrounding breaches by Turkish of international sanctions laws or other financial markets misconduct. As of the date of this Supplement, the final outcome in relation to the conviction, including any appeal and whether any sanction, fine or penalty will be imposed by OFAC or any other U.S. regulatory body on Türkiye Halk Bankası A.Ş. or any other Turkish bank or person in connection with those matters, as well as the possible reaction of the financial markets to any such events or speculation regarding such events, is unknown. Actual or perceived political instability in Turkey, escalating diplomatic and political tensions with the United States or other countries, and/or other political circumstances (and related actions, rumours and/or uncertainties) might have a material adverse effect on the Group’s business, financial condition and/or results of operations and/or on the market price of the Notes.

And by adding the paragraph below after the last paragraph of the risk factor on page 19 of the Base Prospectus: On 2 October 2018, a Saudi journalist went missing after entering the Saudi consulate in Istanbul. The Istanbul prosecutors started a criminal investigation about the incident, and on 31 October 2018, the chief prosecutor of Istanbul issued a written statement about the investigation. According to such statement, evidence was found that the Saudi journalist was killed intentionally in the Saudi consulate and investigations are continuing. As of the date of this Prospectus Supplement, the outcome of such investigations and their implications on the relationship between Turkey and Saudi Arabia are not clear or predictable.

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MANAGEMENT The section entitled “Senior Management” from page 243 to page 246 of the Base Prospectus is hereby amended to read as follows: Senior Management The current members of the Bank’s senior management and their areas of responsibility are as follows:

Name Position Responsibility Gökhan Erün ...... BOD Member/CEO General Manager BOD Member/Deputy Niccolo Ubertalli ...... CEO Deputy General Manager Assistant General Financial Planning and Administration Management (Chief Massimo Francese ...... Manager Financial Officer) Assistant General Albert Angersbach ...... Manager Risk Management Chief Risk Officer Assistant General Akif Cahit Erdogan ...... Manager Information Technologies and Operation Management Assistant General Yakup Dogan ...... Manager Alternative Distribution Channels Assistant General Erhan Adalı ...... Manager Corporate and Commercial Banking Management Assistant General Retail Credits Demir Karaaslan ...... Manager Assistant General Sales Management Mert Yazicioğlu ...... Manager Assistant General Compliance and Internal Control/Consumer Relations Mehmet Erkan Özdemir ...... Manager Coordination Officer Assistant General Internal Audit/Chief Audit Executive Giovanni Battista Avanzi ...... Manager Hakan Assistant General Human Resources and Organization Management Alp………………………. Manager Assistant General Legal Activities Management Cemal Aybars Sanal ...... Manager Assistant General Retail Banking Management Serkan Ülgen ...... Manager Assistant General Corporate and Commercial Credit Management Nurgün Eyüboğlu ...... Manager

Chief Information Cengiz Arslan Officer Information Technologies Assistant General Saruhan Yücel ...... Manager Treasury

Set forth below is brief biographical information regarding Yapı Kredi’s current senior management (other than those who are members of the Board, whose biographical information is set out above):

Mr. Massimo Francese

Mr. Francese, 53, graduated from Università Cattolica del Sacro Cuore, Economics & Commerce Department in Milan, Italy. He joined Credito Italiano in 1991 as Customer Relationship Manager and then moved to different positions in organisation, audit, planning and control functions. In 2005, he became the Head of Group Planning at UniCredit S.p.A. Mr. Francese continued his career at UniCredit Family Financing Bank S.p.A between 2007 and 2010 as Chief Financial Officer. In November 2010, he moved to UniCredit S.p.a. as the Head of Value Management & Planning for the bank’s consumer finance business. In 2012, Mr. Francese assumed the position of CEO and the Chairman of the Management Board in UniCredit Consumer Financing EAD in Sofia (Bulgaria), 13

where he worked until the end of February 2016. As of 1 March 2016, he has been appointed Chief Financial Officer and a member of the Executive Committee at Yapı Kredi. Mr. Albert Angersbach

Mr. Albert Angersbach, 39, graduated from Ryerson University and University of Frankfurt am Main as a double major in 2006. In 2005 he began his professional career at HypoVereinsbank AG as a trainee in the Corporate Credit Risk Management division. Between 2006 and 2007 he served as a Senior Corporate Credit Analyst in Unicredit and in 2007 he started to work as Corporate Credit Risk Management Assistant Vice President in . From 2010 until 2012, Mr. Angersbach worked as Credit Underwriting Vice President and from 2012 until 2013 he worked ad Chief Risk Officer in ATF Bank. In 2014 he became the Corporate Credit Operations Assistant General Manager in Unicredit and worked as Chief Risk Officer in Zagrebacka Bank, UniCredit between 2016 and 2018.

Mr. Angersbach has been working as CRO and as a member of the Executive Committee at Yapı Kredi since August 2018. Mr. Angersbach is also a member of the Board of Directors of certain domestic and foreign subsidiaries of Yapı Kredi. Mr. Akif Cahit Erdogan

Mr. Erdogan, 44, graduated from the Faculty of Mechanical Engineering at Istanbul Technical University. Mr. Erdogan earned his MBA degree from the Rochester Institute of Technology. Starting his professional career at Xerox Corporation (Rochester, NY) as a Business Analyst, Mr. Erdogan moved to Accenture (Istanbul Office) in 2000 as a Management Consultant, where he went on to hold various positions. Mr. Erdogan joined the Bank on 1 December 2009 as Chief Information Officer. As of 15 July 2013, he assumed the position of Assistant General Manager in charge of Information Technologies and Operations at the Bank. Mr. Erdoğan has been a member of the Executive Committee of Yapı Kredi Bank since July 2013 and also a chairman of the Executive Committee of Yapı Kredi Teknoloji A.Ş. since May 2015. Mr. Yakup Dogan

Mr. Dogan, 51, received a degree in Business Administration from the Çukurova University. Mr. Doğan started his career at İş Bankası as an Assistant Specialist in 1992. Between 1996 and 2001, he worked at Ottoman Bank in Senior Management positions responsible for the development of Retail Banking, Credit Cards and Alternative Delivery Channels. In 2001, Mr. Doğan joined Koçbank as Alternative Delivery Channels Manager. In 2006, Mr. Doğan held the position of Alternative Delivery Channels Executive Vice President in Yapı Kredi. As of January 30, 2009 he assumed the position of Assistant General Manager in charge of ADCs at the Bank. Mr. Erhan Adalı Mr. Adalı, 51, graduated from the Faculty of Political Sciences, Public Administration at Istanbul University in 1987. Erhan Adali began his professional career at Garanti Bankasi as an Internal Auditor. After serving in various positions, Mr. Adali worked as the Corporate Branch Manager, Commercial Banking Regional Manager and Coordinator in SME Banking Marketing between 1997 and 2005. Mr. Adali worked as the CEO of Garanti Pension and Life Company from 2005 to 2012 and continued to serve as Executive Vice President of Credits at Garanti Bank until 2015. He served as a member of Board of Garanti Leasing and Garanti Mortgage in 2015- 2017. Mr. Adali has been Assistant General Manager in charge of Corporate and Commercial Banking and a Member of the Executive Committee since March 2018. Mr. Adali is also a Member of the Board of Directors of Yapı Kredi Factoring, Yapı Kredi Leasing, Yapı Kredi Bank Azerbaijan and Yapı Kredi Bank Malta.

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Mr. Demir Karaaslan

Mr. Karaaslan, 39, graduated from Marmara University, Business Administration department in 1999. Between September 1999 and December 2004, he worked at PwC Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (formerly Başaran Nas Bağimsiz Denetim ve S.M.M.M. A.Ş.)where he joined as an Assistant Auditor and was promoted to Audit Manager. He continued his career at Koçbank between 2005 and 2006 as Head of Budget & Planning. In 2006, following the merger of Koçbank and Yapi Kredi Bank, he was appointed as Vice President responsible from Planning & Control. He has been the Head of Planning & Control since 2010 and promoted as Executive Vice President in 2011. Starting from January 2016, he was appointed as Assistant General Manager responsible from Retail Credits. Throughout his career, Mr. Karaaslan has also assumed the positions of Statutory Auditor and member of the Board in several subsidiaries of Yapi Kredi Bank. Mr. Mert Yazicioğlu

Mr. Yazicioğlu, 51, graduated from Istanbul Technical University, Department of Engineering Management and completed a master’s programme in Business Administration. He began his career at S. Bolton and Sons in 1987, serving as International Relations Officer. He joined Koçbank in 1989 where he served as Customer Relations Officer, Dealer, Senior Dealer and Assistant Manager. Mr. Yazicioğlu was promoted to Group Manager of the Turkish Lira FX Group under the Treasury Department in 1996 and then to Executive Vice President in 1999. Mr. Yazıcıoğlu served as Assistant General Manager responsible for Treasury Management between 2006 and 2011 and served as Assistant General Manager for Private Banking and Wealth Management until January 2018. He has been working as Assistant General Manager responsible for Retail Banking Sales Management at the Bank, since January 2018. Mr. Mehmet Erkan Özdemir

Mr. Özdemir, 51, received a degree in Economics from the Middle East Technical University. He worked as a Sworn in Bank Auditor on the Sworn in Bank Auditor Board of the Banking Regulation and Supervision Agency between April 1994 and August 2001. He joined Koç Group in August 2002 where he worked as Audit Coordinator in the Audit Group responsible for the financial companies of the Group. Since April 2008, Mr. Özdemir has been serving as Compliance Officer and Executive Vice President at the Bank. Mr. Özdemir has been serving as Assistant General Manager in charge of Compliance and Internal Control since October 2013 and a member of the Executive Committee at Yapı Kredi Teknoloji A.Ş. since May 2015. Mr. Giovanni Battista Avanzi

Mr. Avanzi, 50, graduated from Cattolica Sacro Cuore University, Management and Business Administration. He began his career in 1995 as a Senior Manager at Arthur Andersen. Subsequently, he joined Unicredit SpA, where he served as Senior Auditor from 2003 to 2006, as Head of Audit Monitoring Team on CIB & PB SBA and on the Asset Management Division from 2006 to 2009, as Head of the Audit Methodologies Unit from 2009 to 2010, Head of Global Methodologies Development Unit from 2010 to 2011, Head of Audit Methodologies and Processes Department from 2011 to 2013. He served as Head of Internal Audit (120 FTE) of Bank Pekao Group from 2014 to 2017. Mr. Avanzi has been serving as Assistant General Manager responsible for Internal Audit at the Bank, since January 2017. Mr. Hakan Alp Mr. Hakan Alp, 50, graduated from Ankara University, Faculty of Political Sciences, Department of International Relations. He started his professional career in 1991 in the Audit Department of Garanti Bank and then served as Training Manager at the same bank between 1997 and 1999. He worked for Humanitas Doğuş Human Resources Management as Assistant General Manager in charge of Training, Executive Development, Finance and Administration and Operations between 2000 and 2003. Between 2003 and 2005, he worked as Human Resources Management Assistant General Manager for Tansaş Retail Chain and in 2006 became Human Resources Management Assistant General Manager at Sutas. He started working as Human Resources Executive Vice President at QNB Finansbank in 2007 and was assigned as Human Resources Assistant General Manager in

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2010, where he worked until 2018. As of September 2018, Mr. Alp serves as Assistant General Manager in charge of Human Resources and Organization for the Bank. Mr. Cemal Aybars Sanal

Mr. Sanal, 59, graduated from Istanbul University, Faculty of Law. He began his career in 1986 with the law firm of Sanal & Sanal as a Partner. Subsequently, he served at the Shell Company of Turkey Limited as an attorney from 1992 to 1995, at White & Case LLP as an attorney from 1995 to 1998, at the Shell Company of Turkey Limited once again as Chief Legal Counsel and a member of the Board of Directors from 1998 to 1999 and at Boyner Holding A.Ş. as Chief Legal Counsel and Vice President between 1999 and 2006. After working as a freelance attorney between 2006 and 2007, Mr. Sanal worked with the ELIG Law Firm as a Consultant from 2007 to 2008. He has been working as Assistant General Manager responsible for Legal Affairs at the Bank, since July 2008. Mr. Serkan Ülgen

Serkan Ülgen, 41, graduated from Bilkent University, Ankara B.S. Industrial Engineering Program in 1998. After graduating, he began his career at BENKAR Consumer Financing and Services. In 2001 Ulgen joined Yapı Kredi and took several responsibilities in Card Payment Systems. He also gained his MBA degree from Bogaziçi University in 2005.

Mr. Ulgen is serving as Retail Banking Assistant General Manager and he has been a member of Executive Committee of Yapı Kredi since January 2018.

He has also been the Member of the Board of Interbank Card Center (BKM) representing Yapı Kredi since January 2011 and Chairman of the Board of BKM since March 2016. Ms. Nurgün Eyüboğlu

Ms. Eyüboğlu, 50, graduated from Boğaziçi University, Business Administration in 1991. She began her career at Iktisat Bankası as Management Trainee. She joined Koçbank in 1993 as Relationship Manager and worked as Branch Manager from 1995 to 2004. Between 2004 and 2009 she held the position of Head of Corporate Banking and Multinational Companies at Yapı Kredi Bank. She was appointed as General Manager of Yapi Kredi Leasing in February 2009. Ms. Eyüboğlu has been Assistant General Manager in charge of Corporate and Commercial Credits at Yapı Kredi since February 2013.

Mr. Cengiz Arslan

Mr. Arslan, 50, graduated from Istanbul Technical University in 1989, Department of Control and Computer Engineering. He started his career in October 1992 at Yapı Kredi Technology (BILPA), where he worked as a System Software Specialist and Project Leader, until November 1995. Between 1995 and 2000, Mr. Arslan worked as Supervisor in SYNERGY Ltd., and in 2000 he worked at Garanti Technology Inc., where he started to work in the Department of Image and Workflow as a Supervisor. He then assumed the role of Unit Manager in the Payment Systems and Automotive Companies Department. In 2012, Mr. Arslan worked as Executive Vice President of Software at Doğuş Technology. Mr. Arslan joined the Bank on 17 December 2012 as BL Info Doc. Management and Workflow Software Development Vice President. As of 15 July 2013, he assumed the position of Chief Information Officer.

Mr. Saruhan Yücel

Mr. Yücel earned his undergraduate degree from Istanbul University Department of Business Administration and his graduate degree from University of Illinois in Business Administration. Yücel started his career at Koçbank in fund Management Department in 2000. Mr. Yücel held the role as Securities Portfolio Manager in Yapı Kredi’s Portfolio in Investment Funds Management Fixed Income department between 2002 and 2003. Following this, he worked as FX and Money Markets Senior Dealer, FX Markets Vice President, Fixed Income

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Securities Vice President and Balance Sheet Management, and Fixed Income Securities Executive Vice President in Yapı Kredi Bank between 2003 and 2018. Since June 2018, he continued his career as Treasury Management Assistant General Manager. He is also Member of the Executive Committee at Yapı Kredi Bank.

The business address of Mr. Yakup Dogan, Mr. Akif Cahit Erdogan and Mr. Cengiz Arslan is Yapı ve Kredi Bankası A.Ş., Genel Mudurluk/Bankacilik Ussu, Akse Mahallesi, Rahmi Dibek Caddesi No: 275 41435 Çayirova, Kocaeli, Turkey which is the operation centre of the Bank. The other members of the senior management have their business address at Yapı ve Kredi Bankası A.Ş., Yapı Kredi Plaza D Blok, 34330 Istanbul, Turkey

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ADDITIONAL INFORMATION Turkish Regulation – Decree 32 Pursuant to a presidential decree (No: 85) (the “Presidential Decree”) published on 13 September 2018, Decree 32 was amended. Accordingly, except for certain exemptions determined by the Ministry of Treasury and Finance (the “Ministry”), the contract price and all other payment obligations under (i) sale, purchase, and lease agreements (including financial lease) concerning movable and immovable properties, (ii) employment, (iii) service, and (iv) construction agreements entered into between Turkish and non-Turkish real and legal persons resident in Turkey must be based on Turkish Lira. In other words, the Presidential Decree precluded Turkish and non-Turkish real and legal persons resident in Turkey from determining, or indexing to, the contract price or other payment obligations in foreign currency with regards to the aforementioned transactions. Further, a 30-day transition period was envisaged by the Presidential Decree for the Turkish and non-Turkish real and legal persons resident in Turkey to amend their existing agreements which fall within the scope of the restrictions such that the contract price and all other payment obligations thereunder must be re-determined in Turkish Lira. The Ministry determined on 6 October 2018 the exact scope of the restrictions above introduced by the Presidential Decree, by way of setting out the restrictions and exemptions on a contract type basis. Among other exemptions, capital markets instruments (including the Notes) are exempted from this new set of restrictions. Accordingly, issuance, purchase and sales of capital market instruments in accordance with the Capital Markets Law No. 6362 and its secondary legislation; as well as determination of obligations in connection therewith, may be denominated in, or indexed to, foreign currency. The impact of Decree 32 may have a negligible negative impact in the short term, but the Group’s management believes that this is a prudent action in the mid- to long-term in order to reduce the dependency of the Turkish Economy on the U.S. dollar and to de-dollarize the Turkish economy. BRSA Temporary Resolution on Capital Adequacy Ratios Due to increasing volatility in foreign exchange rates and their sudden onset adverse effects on Turkish banks' capital adequacy ratios, the BRSA published a temporary resolution in August 2018, which changed the foreign exchange rate references that can be used when calculating risk weighted assets, which serve as a denominator in capital adequacy ratio calculations. According to the resolution, the banks are allowed to use the higher of two foreign exchange rates which are the foreign exchange rates used in their 30 June 2018 financial reports or the arithmetic median of foreign exchange rates of the last 252 days preceding the risk weighted assets calculation. Additionally, in accordance with the BRSA's resolution, “Financial Assets Measured at Fair Value Through Other Comprehensive Income” will not be included in the regulatory capital, which is another variable used in capital adequacy ratio calculations. Legislation on Turkish Banks’ Restructuring of Financial Debt On 15 August 2018, the BRSA introduced the Regulation on the Restructuring of Debts in the Financial Sector (“Restructuring Regulation”) in an effort to further facilitate successful financial restructuring in the Turkish market. This was supplemented by amendments to the rules on Turkish banks’ classification of restructured debts, which feeds into the capital reserve requirements of the banks that will be party to such restructuring. The Restructuring Regulation envisages a new restructuring programme to enhance the repayment ability of borrowers based on a restructuring model with financial terms to be agreed among the financial stakeholders and borrowers. The program distinguishes itself from purely-contractual restructuring transactions by creating the concept of “framework agreements” envisaged under the Restructuring Regulation. These framework agreements set out the contractual framework for the terms of the individual restructuring agreements under the programme and regulate the eligible parties to such agreements. The remaining lifecycle of the programme does 18

not substantially diverge from ordinary restructuring transactions, with borrowers executing individualized agreements with lenders or other creditors. According to the Restructuring Regulation, only those debtors who are expected to gain the financial ability to repay their obligations would be allowed to benefit from financial restructuring. To this end, solvency of each debtor who would like to benefit from a restructuring scheme is to be determined by entities specified in the framework agreements and approved by the BRSA.

The following measures could be taken within the framework of financial restructuring to be applied through the framework agreements and the individual restructuring protocols thereunder:

 extending the maturity of loans;

 renewing loans;

 providing additional borrowing;

 eliminating a portion of, or entire, principal, interest, profit or such other receivables resulting from loans; and  converting a portion of, or entire, principal, interest, profit or such other receivables resulting from loans into equity; or transfer and assignment thereof for collection in-cash or in-kind; or otherwise, sale and disposal thereof . On 19 September 2018, the Banks’ Association of Turkey announced that the framework agreement on financial restructuring set forth by the Restructuring Regulation was finalized and signed by a majority of the creditors representing approximately 90% of the exposure in the market. Therefore, now, as a further step, restructuring protocols between the creditors – who signed up to the Framework Agreement – and their debtors – who are expected to re-gain their financial ability through restructuring – may be executed.

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