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(As Defined Below) Under Rule 144A Or (2) Non-U.S

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(As Defined Below) Under Rule 144A Or (2) Non-U.S IMPORTANT NOTICE THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1) QIBS (AS DEFINED BELOW) UNDER RULE 144A OR (2) NON-U.S. PERSONS (AS DEFINED IN REGULATION S) OUTSIDE OF THE U.S. IMPORTANT: You must read the following before continuing. The following applies to the Preliminary Offering Memorandum following this page, and you are therefore advised to read this carefully before reading, accessing or making any other use of the Preliminary Offering Memorandum. In accessing the Preliminary Offering Memorandum, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from the Bank as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE U.S. OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE U.S. OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S (“REGULATION S”) UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THE FOLLOWING PRELIMINARY OFFERING MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER AND IN PARTICULAR MAY NOT BE FORWARDED TO ANY U.S. PERSON OR TO ANY U.S. ADDRESS. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORISED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE SECURITIES DESCRIBED THEREIN. Confirmation of your Representation: In order to be eligible to view this Preliminary Offering Memorandum or make an investment decision with respect to the securities described herein, investors must be either (1) Qualified Institutional Buyers (“QIBs”) (within the meaning of Rule 144A (“Rule 144A”) under the Securities Act) or (2) persons other than U.S. persons (as defined in Regulation S) outside of the U.S. This Preliminary Offering Memorandum is being sent at your request and by accepting the e-mail and accessing this Preliminary Offering Memorandum, you shall be deemed to have represented to the Bank that (1) you and any customers you represent are either (a) QIBs or (b) outside of the U.S. and that the electronic mail address that you gave the Bank and to which this e-mail has been delivered is not located in the U.S. and (2) that you consent to delivery of such Preliminary Offering Memorandum by electronic transmission. You are reminded that this Preliminary Offering Memorandum has been delivered to you on the basis that you are a person into whose possession this Preliminary Offering Memorandum may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver or disclose the contents of this Preliminary Offering Memorandum to any other person. The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the underwriters or any affiliate of the underwriters is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the underwriters or such affiliate on behalf of the issuer in such jurisdiction. This Preliminary Offering Memorandum has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently, none of BofA Merrill Lynch, Mitsubishi UFJ Securities, Morgan Stanley, and UniCredit Bank, as Joint Lead Managers, or any person who controls any of them, nor any director, officer, employee nor agent of any of them or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Preliminary Offering Memorandum distributed to you in electronic format and the hard copy version available to you on request from any of the Joint Lead Managers. You are responsible for protecting against viruses and other destructive items. Your use of this e-mail is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature. This Preliminary Offering Memorandum is being distributed only to and directed only at (i) persons who are outside the United Kingdom, (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, or (iii) those persons to whom it may otherwise lawfully be distributed (all such persons together being referred to as “relevant persons”). This Preliminary Offering Memorandum is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this Preliminary Offering Memorandum relates is available only to relevant persons and will be engaged in only with relevant persons. OFFERING MEMORANDUM Yapı ve Kredi Bankası A.S¸. a Turkish banking institution organised as a joint stock company U.S.$1,000,000,000 5.500% Subordinated Notes due 2022 Issue Price: 100% Yapı ve Kredi Bankası A.S¸., a Turkish banking institution organised as a joint stock company (the “Bank”orthe“Issuer”), is issuing U.S.$1,000,000,000 5.500% Subordinated Notes due 2022 (the “Notes”). The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or the securities or “blue sky” laws of any state of the United States of America (“United States” or “U.S.”), the Republic of Turkey (“Turkey”), the United Kingdom or any other jurisdiction, and are being offered: (a) for sale (the “U.S. Offering”) in the United States to qualified institutional buyers (each a “QIB”) as defined in, and in reliance upon, Rule 144A (“Rule 144A”) under the Securities Act and (b) for sale (the “International Offering” and, with the U.S. Offering, the “Offering”) outside the United States to persons other than U.S. persons in reliance upon Regulation S (“Regulation S”) under the Securities Act. For a description of certain restrictions on sale and transfer of the Notes, see “Subscription and Sale”and“Transfer Restrictions”. INVESTING IN THE NOTES INVOLVES RISKS. PROSPECTIVE INVESTORS SHOULD CONSIDER THE FACTORS SET FORTH UNDER “RISK FACTORS” BEGINNING ON PAGE 11 OF THIS OFFERING MEMORANDUM. As described further herein, the net proceeds of the Notes will be used by the Issuer for the Issuer’s general corporate purposes. Interest on the Notes will be paid in arrear on 6 June and 6 December in each year, provided that if any such date is not a Business Day (as defined herein), then such payment will be made on the next Business Day. Principal of the Notes is scheduled to be paid on 6 December 2022, but may be paid earlier under certain circumstances as further described herein. Application has been made to the Financial Services Authority in its capacity as competent authority under the Financial Services and Markets Act 2000 (the “UK Listing Authority”) for the Notes to be admitted to listing on the official list of the UK Listing Authority (the “Official List”) and to the London Stock Exchange plc (the “London Stock Exchange”) for such Notes to be admitted to trading on the London Stock Exchange’s Regulated Market (the “Market”). References in this Offering Memorandum (the “Offering Memorandum”) to the Notes being “listed” (and all related references) shall mean that the Notes have been admitted to the Official List and have been admitted to trading on the Market. The Market is a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments. Application has been made to the Capital Markets Board of Turkey (the “CMB”) in its capacity as competent authority under Law No. 2499 of the Republic of Turkey relating to capital markets (the “Capital Markets Law”) for the registration of the Notes with the CMB and the issuance of the Notes by the Bank outside Turkey. The Notes cannot be sold outside Turkey before they are registered with the CMB. The issuance of the Notes was approved by the CMB on 30 October 2012 and the registration certificate relating to the Notes is expected to be obtained from the CMB on or about the Closing Date (as defined below). The Notes are expected on issue to be rated BBB- by Fitch Ratings Ltd. (“Fitch”) and Ba1 by Moody’s Investors Service Limited (“Moody’s”). As of the date of this Offering Memorandum, Turkey was rated BBB- by Fitch, Ba2 by Moody’s and BB by Standard & Poor’s Credit Market Services France SAS (“Standard & Poor’s”), together with Fitch and Moody’s the “Rating Agencies”).
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