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Yapi Ve Kredi Bankasi AS US$11000000000 Global Medium

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Yapi Ve Kredi Bankasi AS US$11000000000 Global Medium 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dated 4 September 2018 constitutes a supplement for the purposes of Article 16 of Directive 2003/71/EC (as amended or superseded, the Prospectus Directive) and Article 51 of Prospectus (Directive 2003/71/EC) Regulations 2005 of Ireland (S.I. No. 324 of 2005) (as amended) (the Prospectus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 Bank 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 Turkey’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 Turkish Lira 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. 2 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 ..................................................................................................
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