Obligation Yap? Kredi Banka 5.05% ( XS1160602055 ) en RON

Yap? Kredi Banka

100 % ⇌

Turquie

XS1160602055 ( en RON )

5.05% par an ( paiement annuel )

30/12/2019 - Obligation échue

Prospectus brochure de l'obligation Yapi Kredi Bank XS1160602055 en RON 5.05%, échue

500 000 RON

50 000 000 RON

Yap? Kredi Bankas? est une grande banque privée turque offrant une large gamme de services bancaires aux particuliers et aux entreprises, incluant les services de financement, d'investissement et de gestion de patrimoine.

L'Obligation émise par Yap? Kredi Banka ( Turquie ) , en RON, avec le code ISIN XS1160602055, paye un coupon de 5.05% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 30/12/2019

IMPORTANT NOTICE
OFFERINGS UNDER THE PROGRAMME ARE AVAILABLE ONLY TO INVESTORS WHO ARE
PERSONS OTHER THAN 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 Base
Prospectus following this page, and you are therefore advised to read this carefully before reading, accessing
or making any other use of the Base Prospectus. In accessing the Base Prospectus, 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.
SECURITIES OFFERED UNDER THE PROGRAMME 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 BASE PROSPECTUS 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 OFFERED THEREUNDER.
Confirmation of your Representation: In order to be eligible to view this Base Prospectus, investors must
be persons other than U.S. persons (as defined in Regulation S) outside of the U.S. This Base Prospectus is
being sent at your request and by accepting the e-mail and accessing this Base Prospectus, you shall be
deemed to have represented to the Bank that (1) you and any customers you represent are 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 Base Prospectus by electronic
transmission.
You are reminded that this Base Prospectus has been delivered to you on the basis that you are a person into
whose possession this Base Prospectus 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 Base Prospectus to any other person.
The materials relating to the Programme 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.
This Base Prospectus 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 Citigroup Global Markets Limited, Commerzbank Aktiengesellschaft, Deutsche Bank
AG, London Branch, Goldman Sachs International, HSBC Bank plc, J.P. Morgan Securities plc, Merrill
Lynch International, Mitsubishi UFJ Securities International plc, Société Générale, Standard Chartered Bank,
and UniCredit Bank AG, as Dealers, 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 Base Prospectus distributed to you in electronic format
and the hard copy version available to you on request from any of the Dealers.

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 Base Prospectus is being distributed only to and directed only at (i) 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 (the "Order"), (ii) high net worth bodies corporate
falling within Article 49(2) of the Order and (iii) those persons to whom it may otherwise lawfully be
distributed (all such persons together being referred to as "relevant persons"). This Base Prospectus 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 Base Prospectus relates is available only to
relevant persons and will be engaged in only with relevant persons.

BASE PROSPECTUS

Yapi ve Kredi Bankasi A..
U.S.$5,000,000,000
Global Medium Term Note Programme
Under this U.S.$5,000,000,000 Global Medium Term Note Programme (the "Programme"), Yapi ve Kredi Bankasi A.., a Turkish banking institution
organised as a public joint stock company (the "Bank" or the "Issuer"), may from time to time issue notes (the "Notes") denominated in any currency
agreed between the Issuer and the relevant Dealer (as defined below).
Notes may be issued in bearer or registered form (respectively "Bearer Notes" and "Registered Notes"). The maximum aggregate nominal amount of
all Notes from time to time outstanding under the Programme will not exceed U.S.$5,000,000,000 (or its equivalent in other currencies calculated as
described in the Programme Agreement described herein), subject to increase as described herein.
The Notes may be issued on a continuing basis to: (a) one or more of the Dealers specified under "Overview of the Group and the Programme" and
any additional Dealer appointed under the Programme from time to time by the Issuer (each a "Dealer" and together the "Dealers"), which
appointment may be for a specific issue or on an ongoing basis, and/or (b) one or more investors purchasing Notes directly from the Issuer. References
in this Base Prospectus to the "relevant Dealer" shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be
to all Dealers agreeing to subscribe such Notes.
This Base Prospectus supersedes and replaces the Base Prospectus dated 20 September 2013.
An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see "Risk Factors".
The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or any U.S. State
securities laws and may not be offered or sold in the United States to, or for the account or the benefit of, U.S. persons, as defined in Regulation S under
the Securities Act ("U.S. person") unless an exemption from the registration requirements of the Securities Act is available. See "Form of the Notes"
for a description of the manner in which Notes will be issued.
This Base Prospectus has been approved by the Central Bank of Ireland as competent authority under Directive 2003/71/EC as amended (including the
amendments made by Directive 2010/73/EU) (the "Prospectus Directive"). The Central Bank of Ireland only approves this Base Prospectus as
meeting the requirements imposed under Irish and European Union ("EU") law pursuant to the Prospectus Directive. Such approval relates only to
Notes that are to be admitted to trading on the regulated market of the Irish Stock Exchange (the "Main Securities Market") or on another regulated
market for the purposes of Directive 2004/39/EC (the "Markets in Financial Instruments Directive") and/or that are to be offered to the public in any
member state of the European Economic Area in circumstances that require the publication of a prospectus. Application has been made to the Irish
Stock Exchange for Notes issued under the Programme during the period of 12 months from the date of this Base Prospectus to be admitted to its
official list (the "Official List") and trading on the Main Securities Market. References in this Base Prospectus to the Notes being "listed" (and all
related references) shall mean that, unless otherwise specified in the applicable Final Terms, the Notes have been admitted to the Official List and
trading on the Main Securities Market. The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or
further stock exchanges or markets as may be agreed between the Issuer and the relevant Dealer. The Issuer may also issue unlisted Notes and/or Notes
not admitted to trading on any market.
Application has been made to the Capital Markets Board of Turkey (the "CMB"), in its capacity as competent authority under Law No. 6362 (the
"Capital Markets Law") of the Republic of Turkey ("Turkey") relating to capital markets, for the issuance and sale of Notes by the Bank outside of
Turkey. No Tranche (as defined in "Terms and Conditions of the Notes") of Notes can be sold before the necessary approvals and an approved issuance
certificate in respect of such Tranche are obtained from the CMB. The CMB approval and the issuance certificate (ihraç belgesi) relating to the
issuance of Notes based upon which any offering of the Notes will be conducted was obtained on 20
May 2014 and numbered
29833736-105.03.01-1038 (the "CMB Approval"), and the approved tranche issuance certificate (tertip ihraç belgesi) will be obtained from the CMB
before any sale and issuance of the Notes. In order to issue any further Tranche of Notes after 15 May 2015, the Bank will be required to renew its
CMB approval which, in line with the relevant regulations, was granted for a one-year period. Furthermore, until 15 May 2015, if and when the
aggregate nominal amount of all Notes issued and sold following 15 May 2014 under the Programme exceeds U.S.$ 3,000,000,000, the Bank will be
required to obtain a new CMB approval prior to the issuance and sale of any further Tranche of Notes.
Under current Turkish tax law, withholding tax may apply to payments of interest on the Notes. See "Taxation Certain Turkish Tax Considerations".
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other information
which is applicable to each Tranche (as defined under "Terms and Conditions of the Notes") of Notes will be set out in a final terms document (the
"Final Terms") which, with respect to Notes to be listed on the Irish Stock Exchange, will be filed with the Central Bank of Ireland. Copies of such
Final Terms will also be published on the Central Bank of Ireland's website at www.centralbank.ie. and on the Irish Stock Exchange's website at
www.ise.ie.
The Programme has been rated BBB by Fitch Ratings Ltd. ("Fitch") and Baa3 by Moody's Deutschland GmbH ("Moody's" and, together with Fitch
and Standard & Poor's Credit Market Services Europe Limited ("S&P"), the "Rating Agencies"). Each of the Rating Agencies is established in the
European Union and is registered under Regulation (EC) No. 1060/2009 (as amended) (the "CRA Regulation"). As such, each of the Rating Agencies
is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website (at
http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the CRA Regulation. Notes issued under the Programme may
be rated by either Fitch or Moody's or unrated. Where a Tranche of Notes is rated, such rating will be disclosed in the Final Terms and will not
necessarily be the same as the rating assigned to the Programme by Fitch or Moody's, as the case may be. A security rating is not a recommendation to
buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.
Arrangers
Deutsche Bank
UniCredit Bank
Dealers
BofA Merrill Lynch
Citigroup
Commerzbank
Deutsche Bank
Goldman Sachs International
HSBC
J.P. Morgan
MUFG
Société Générale Corporate & Investment Banking
Standard Chartered Bank
UniCredit Bank
The date of this Base Prospectus is 3 November 2014.

This Base Prospectus comprises a base prospectus for the purposes of the Prospectus Directive.
The Issuer accepts responsibility for the information contained in this Base Prospectus and the Final
Terms for each Tranche of Notes issued under the Programme. 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 Base Prospectus is in accordance with the facts and does not omit anything likely to affect the
import of such information.
This Base Prospectus is to be read in conjunction with all documents which are deemed to be
incorporated herein by reference (see "Documents Incorporated by Reference"). This Base Prospectus
shall be read and construed on the basis that such documents are incorporated in, and form part of, this
Base Prospectus.
To the fullest extent permitted by law, none of the Dealers accept any responsibility for the information
contained or incorporated by reference in this Base Prospectus or any other information provided by
the Issuer in connection with the Programme or for any statement inconsistent with this Base
Prospectus made, or purported to be made, by a Dealer or on its behalf in connection with the
Programme. Each Dealer accordingly disclaims all and any liability that it might otherwise have
(whether in tort, contract or otherwise) in respect of the accuracy or completeness of any such
information or statements.
No person is or has been authorised by the Issuer to give any information or to make any
representation not contained in or not consistent with this Base Prospectus or the relevant Final Terms
and, if given or made, such information or representation must not be relied upon as having been
authorised by the Issuer or any of the Dealers.
This Base Prospectus and the relevant Final Terms (i) are not intended to provide the basis of any
credit or other evaluation and (ii) should not be considered as a recommendation by the Issuer or any of
the Dealers that any recipient of this Base Prospectus or the relevant Final Terms. Each investor
contemplating purchasing any Notes should determine for itself the relevance of the information
contained or incorporated in this Base Prospectus and make its own independent investigation of the
financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer based upon
such investigation as it deems necessary. Neither this Base Prospectus nor the relevant Final Terms
constitutes an offer or invitation by or on behalf of the Issuer or any of the Dealers to any person to
subscribe for or to purchase any Notes.
Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Notes shall in any
circumstances imply that the information contained herein concerning the Issuer is correct at any time
subsequent to the date hereof. The Dealers expressly do not undertake to review the financial condition
or affairs of the Issuer during the life of the Programme or to advise any investor in the Notes of any
information coming to their attention.
The distribution of this Base Prospectus and the offer or sale of Notes may be restricted by law in
certain jurisdictions. The Issuer and the Dealers do not represent that this Base Prospectus may be
lawfully distributed, or that any Notes may be lawfully offered, in compliance with any applicable
registration or other requirements in any such jurisdiction, or pursuant to an exemption available
thereunder, or assume any responsibility for facilitating any such distribution or offering. In
particular, no action has been taken by the Issuer which is intended to permit a public offering of any
Notes or distribution of this Base Prospectus in any jurisdiction where action for that purpose is
required. Accordingly, no Notes may be offered or sold, directly or indirectly, and this Base Prospectus
and any Final Terms may not be distributed or published in any jurisdiction, except under
circumstances that will result in compliance with any applicable laws and regulations. Persons into
whose possession this Base Prospectus or any Final Terms may come must inform themselves about,
and observe, any such restrictions on the distribution of this Base Prospectus and the offering and sale
of Notes. In particular, there are restrictions on the distribution of this Base Prospectus and the offer
or sale of Notes in the United States, the European Economic Area (including the United Kingdom), the
Republic of Turkey, the People's Republic of China ("PRC"), Hong Kong and Japan, see "Subscription
and Sale".

(i)

This Base Prospectus has been prepared on a basis that would permit an offer of Notes with a
denomination of less than 100,000 (or its equivalent in any other currency) only in circumstances
where there is an exemption from the obligation under the Prospectus Directive to publish a prospectus.
As a result, any offer of Notes in any Member State of the European Economic Area which has
implemented the Prospectus Directive (each, a "Relevant Member State") must be made pursuant to an
exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the
requirement to publish a prospectus for offers of Notes. Accordingly any person making or intending
to make an offer of Notes in that Relevant Member State of Notes may only do so in circumstances in
which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of
the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive,
in each case, in relation to such offer. Neither the Issuer nor any Dealer has authorised, nor do they
authorise, the making of any offer of Notes in circumstances in which an obligation arises for the Issuer
or any Dealer to publish or supplement a prospectus for such offer.
In making an investment decision, investors must rely on their own examination of the Issuer and the
terms of the Notes being offered, including the merits and risks involved. The Notes have not been
approved or disapproved by the United States Securities and Exchange Commission or any other
securities commission or other regulatory authority in the United States and, other than the approvals
of the CMB described herein, have not been approved or disapproved by any other securities
commission or other regulatory authority in any other jurisdiction, nor has any such authority (other
than the Central Bank of Ireland to the extent described herein) approved this Base Prospectus or
confirmed the accuracy or determined the adequacy of the information contained in this Base
Prospectus. Any representation to the contrary is unlawful.
None of the Dealers or the Issuer makes any representation to any investor in the Notes regarding the
legality of its investment under any applicable laws. Any investor in the Notes should be able to bear
the economic risk of an investment in the Notes for an indefinite period of time.
The Notes may not be a suitable investment for all investors. Each potential investor in the Notes must
determine the suitability of that investment in light of its own circumstances. In particular, each
potential investor may wish to consider, either on its own or with the help of its financial and other
professional advisers, whether it:
(a)
has sufficient knowledge and experience to make a meaningful evaluation of the Notes, the
merits and risks of investing in the Notes and the information contained or incorporated by
reference in this Base Prospectus or any applicable supplement;
(b)
has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact the Notes will have on
its overall investment portfolio;
(c)
has sufficient financial resources and liquidity to bear all of the risks of an investment in the
Notes, including Notes with principal or interest payable in one or more currencies, or where
the currency for principal or interest payments is different from the potential investor's
currency;
(d)
understands thoroughly the terms of the Notes and is familiar with the behaviour of financial
markets; and
(e)
is able to evaluate possible scenarios for economic, interest rate and other factors that may
affect its investment and its ability to bear the applicable risks.
Legal investment considerations may restrict certain investments. The investment activities of certain
investors are subject to legal investment laws and regulations, or to review or regulation by certain
authorities. Each potential investor should consult its legal advisers to determine whether and to what
extent (1) Notes are legal investments for it, (2) Notes can be used as collateral for various types of
borrowing and (3) other restrictions apply to its purchase or pledge of any Notes. Financial institutions
should consult their legal advisers or the appropriate regulators to determine the appropriate treatment
of Notes under any applicable risk-based capital or similar rules.

(ii)

The Issuer has obtained the CMB Approval and the approved issuance certificate required for the
issuance of Notes under the Programme. In addition to the CMB Approval and issuance certificate, a
tranche issuance certificate in respect of each Tranche of Notes shall also be obtained by the Issuer
prior to the issue date of such Tranche of Notes. In order to issue any further Tranche of Notes after 15
May 2015, the Bank will be required to renew its CMB approval which, in line with the relevant
regulations, was granted for a one-year period. Furthermore, until 15 May 2015, if and when the
aggregate nominal amount of all Notes issued and sold following 15 May 2014 under the Programme
exceeds U.S.$ 3,000,000,000, the Bank will be required to obtain a new CMB approval prior to the
issuance and sale of any further Tranche of Notes. The Issuer shall obtain all authorisations and
approvals of the CMB necessary for the offer, sale and issue of each Tranche of Notes under the
Programme, prior to such issue. Consequently, the scope of the above-mentioned CMB Approval may
be amended and/or new approvals from the CMB and/or the BRSA may be obtained from time to time.
Pursuant to the CMB Approval, the offer, sale and issue of Notes under the Programme has been
authorised and approved in accordance with Decree 32 on the Protection of the Value of the Turkish
Currency (as amended from time to time, "Decree 32"), the Banking Act numbered 5411 (the "Banking
Law") and its related legislation, the Capital Markets Law and Communiqué II-31.1 on Debt
Instruments (the "Communiqué on Debt Instruments") or its related regulation.
In addition, the Notes (or beneficial interests therein) may only be offered or sold outside of Turkey in
accordance with the CMB Approval. Under the CMB Approval, the CMB has authorised the offering,
sale and issue of any Notes on the condition that no sale or offering of Notes (or beneficial interests
therein) may be made by way of public offering or private placement in Turkey. For more information,
see "Subscription and Sale Selling Restrictions Turkey".
PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Presentation of Financial Information
The Bank maintains its books and prepares its statutory financial statements in Turkish Lira in accordance
with the prevailing accounting principles and standards set out as per Articles 37 and 38 of the Banking Law
effective from 1 November 2005, the Turkish Commercial Code (Law No. 6102) (the "Turkish Commercial
Code") and Turkish tax legislation and other regulations, circulars, communiqués and pronouncements in
respect of accounting and financial reporting and pronouncements made by the Banking Regulation and
Supervision Agency (the "BRSA") (collectively, the "BRSA Principles").
The Bank's consolidated and unconsolidated annual statutory financial statements as of and for the years
ended 31 December 2013, 2012 and 2011 (the "Annual BRSA Financial Statements") and unaudited interim
consolidated and unconsolidated financial statements as of and for the nine month period ended 30 September
2014 (with 30 September 2013 comparatives), as of and for the six month period ended 30 June 2014 (with 30
June 2013 comparatives) and as of and for the three month period ended 31 March 2014 (with 31 March 2013
comparatives) (the "Interim BRSA Financial Statements" and, together with the Annual BRSA Financial
Statements, the "BRSA Financial Statements") have been prepared and presented in accordance with the
"Regulation on the Principles and Procedures Regarding Banks' Accounting Applications and Safeguarding
of Documents" published in the Official Gazette No. 26333 dated 1 November 2006 by the BRSA which
refers to "Turkish Accounting Standards" and "Turkish Financial Reporting Standards" issued by the Public
Oversight Accounting and Auditing Standards Authority and other decrees, notes and explanations related to
the accounting and financial reporting principles (all "Turkish Accounting Standards" or "TAS") published
by the BRSA. The format and the details of the publicly announced financial statements and related
disclosures to these statements have been prepared in accordance with the "Communiqué Related to Publicly
Announced Financial Statements of Banks and Explanations and Notes Related to these Financial Statements"
and changes and notes to this communiqué published in the Official Gazette No. 28337 dated 28 June 2012. It
is important to note that the consolidated BRSA Financial Statements are prepared with inclusion of only
financial subsidiaries whereas other equity participations are included as noted in the following paragraph.
The Bank's foreign affiliates maintain their books of account and prepare their financial statements in
accordance with the generally accepted accounting principles and the related legislation applicable in the
countries in which they operate, however in order to provide fair presentation according to TAS, necessary
adjustments and reclassifications are reflected to those financial statements.

(iii)

The BRSA Financial Statements are prepared on a historical cost basis that were restated for the changes in
the general purchasing power of TL until 31 December 2004 except for: financial assets at fair value through
profit or loss, financial assets available for sale, investments in associates and subsidiaries measured at fair
value, trading derivative financial liabilities and hedging derivative financial assets/liabilities. The carrying
values of financial assets carried at amortised cost but subject to fair value hedge are adjusted to reflect the
fair value changes related to the hedged risks.
Guney Baimsiz Denetim ve Serbest Muhasebeci Mali Musavirlik A.S. (a member firm of Ernst & Young
Global Limited) ("EY") audited and issued auditors' reports with respect to the annual consolidated BRSA
financial statements as at and for the years ended 31 December 2013, 2012 and 2011 in accordance with such
regulation and the International Standards on Auditing. See the relevant EY's reports incorporated by
reference into this Base Prospectus. In 2010, in accordance with the requirement for the mandatory rotation of
auditors every seven years under Turkish regulations, the Group changed its auditors for both its BRSA and its
International Financial Reporting Standards ("IFRS") financial statements to EY.
The BRSA Interim Financial Statements as of and for the nine month period ended 30 September 2014 (with
30 September 2013 comparatives), as of and for the six month period ended 30 June 2014 (with 30 June 2013
comparatives) and as of and for the three month period ended 31 March 2014 (with 31 March 2013
comparatives) have been reviewed in accordance with the "Regulation Regarding the Authorisation and
Activities of Incorporations that will Perform Independent Audit at Banks" published in the Official Gazette
no: 26333 on 1 November 2006 and the International Standards on Auditing by EY. See the relevant EY's
reports incorporated by reference into this Base Prospectus.
Activities of certain of the Bank's subsidiaries were classified as discontinued operations in the consolidated
income statement of the Bank for the six months ended 30 June 2013 and for the year ended 31 December
2012. Therefore, the consolidated income statement of the Bank for the six months ended 30 June 2013 and
for the year ended 31 December 2012 has been reclassified in order to provide comparative presentation. The
following tables set forth a summary of the reclassifications.

For the six months ended 30 June 2013

Published
Adjustment
Reclassified
Interest income .................................................................................................
4,908,929
--
4,908,929
Interest expense ................................................................................................
(2,246,237)
(9,152) (2,255,389)
Net interest income...........................................................................................
2,662,692
(9,152) 2,653,540
Net fees and commissions income ...................................................................
983,127
55,659
1,038,786
Trading gain/(loss) (net) ...................................................................................
114,475
118
114,593
Other operating income ....................................................................................
199,382
3,470
202,852
Total operating income /(loss) .........................................................................
3,975,076
50,095
4,025,171
Provision for impairment of loans and other receivables (-) ........................... (717,334) --
(717,334)
Other operating expenses (-) ............................................................................
(1,675,495)
(36,681) (1,712,176)
Net operating income/(loss) .............................................................................
1,582,247
13,414
1,595,661
Profit/(loss) before taxes from continuing operations .....................................
1,582,360
13,414
1,595,774
Tax provision for continuing operations (-) .....................................................
(339,622)
--
(339,622)
Net profit/(loss) from continuing operations ...................................................
1,242,738
13,414
1,256,152
Income from discontinued operations ..............................................................
237,009
21,997
259,006
Expenses from discontinued operations (-) .....................................................
(174,034)
(35,411)
(209,445)
Profit /(losses) before taxes from discontinued operations .............................
62,975
(13,414)
49,561
Tax provision for discontinued operations (±) ................................................
(10,006)
--
(10,006)
Net profit/(loss) from discontinued operations ................................................
52,969
(13,414)
39,555

(iv)

For the year ended 31 December 2012

Published
Adjustment
Reclassified
Interest income .................................................................................................
10,117,090
(40,897) 10,076,193
Interest expense ................................................................................................
(5,169,506)
(27,792) (5,197,298)
Net interest income...........................................................................................
4,947,584
(68,689) 4,878,895
Net fees and commissions income ...................................................................
1,791,167
73,593
1,864,760
Trading gain/(loss) (net) ...................................................................................
33,315
(3,071)
30,244
Other operating income ....................................................................................
609,336
(254,911)
354,425
Total operating income /(loss) .........................................................................
7,383,063
(253,078)
7,129,985
Provision for impairment of loans and other receivables ( ) ...........................
(1,400,192)
50
(1,400,142)
Other operating expenses ( ) ............................................................................
(3,277,968)
119,329
(3,158,639)
Net operating income/(loss) .............................................................................
2,704,903
(133,700)
2,571,204
Profit/(loss) before taxes from continuing operations .....................................
2,722,694
(133,700)
2,588,995
Tax provision for continuing operations ( ) .....................................................
(624,934)
26,756
(598,179)
Net profit/(loss) from continuing operations ...................................................
2,097,760
(106,944) 1,990,816
Income from discontinued operations ..............................................................
--
502,617
502,617
Expenses from discontinued operations ( ) ......................................................
--
(368,917)
(368,917)
Profit /(losses) before taxes from discontinued operations .............................
--
133,700
133,700
Tax provision for discontinued operations (±) ................................................
--
(26,756)
(26,756)
Net profit/(loss) from discontinued operations
................................................

-- 106,944 106,944
References to "BRSA financial data" in this Base Prospectus are to financial data prepared in accordance
with BRSA Principles.
Unless otherwise indicated, the financial information presented herein is based upon the BRSA Financial
Statements incorporated by reference herein and have been extracted from the BRSA Financial Statements
without material adjustment. The BRSA Financial Statements incorporated by reference into this Base
Prospectus, all of which are in English, were prepared as convenience translations of the BRSA Financial
Statements originally issued in the Turkish language (which translations the Bank confirms were direct and
accurate). The English language BRSA Financial Statements were not prepared for the purpose of their
inclusion in this Base Prospectus.
While neither the Bank nor the Group is required by law to prepare its accounts under any accounting
standards other than BRSA Principles, including under IFRS, the Bank's management has elected to publish
annual consolidated and semi-annual consolidated financial statements that have been prepared in accordance
with IFRS, with the most recent such audited financial statements being the Group's IFRS financial statements
for the fiscal year ended 31 December 2013. IFRS financial statements are not used for any regulatory
purposes and the Bank's management uses the BRSA Financial Statements and related BRSA Principles for
the management of the Bank and communications with investors. While the Group's IFRS financial
statements are available on the Bank's website, information in this Base Prospectus is based upon the BRSA
Financial Statements, and the Group's IFRS audited financial statements do not form a part of (and are not
incorporated by reference in) this Base Prospectus.
Certain figures included in, or incorporated by reference into, this Base Prospectus have been subject to
rounding adjustments (e.g., certain U.S. dollar amounts have been rounded to the nearest million).
Accordingly, figures shown for the same category presented in different tables may vary slightly and figures
shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.
Unless otherwise indicated, the sources for statements and data concerning the Bank and its business are based
upon best estimates and assumptions of the Bank's management. Management believes that these
assumptions are reasonable and that its estimates have been prepared with due care. The data concerning the
Bank included herein, whether based upon external sources or based upon the Bank's internal research,
constitute the best current estimates of the information described.
The contents of any website referenced herein do not form part of (and are not incorporated into) this Base
Prospectus.
BRSA Principles and IFRS
BRSA Principles differ from IFRS. As an example, the provisioning policy used in the preparation of the
Bank's IFRS Financial Statements differs from that used under BRSA Principles. For example, under BRSA
Principles, provisioning is based on the length of the period of default, whereas under IFRS, provisioning is
based on an evaluation made by management. For a discussion of the differences between BRSA Principles

(v)

and IFRS, see "Appendix 1--Overview of Significant Differences Between IFRS and BRSA Accounting
Principles".
NonGAAP Measures of Financial Performance
To supplement the Group's consolidated financial statements presented in accordance with BRSA Principles,
the Group uses certain ratios and measures included in this Base Prospectus that would be considered
non-GAAP financial measures in the United States. A body of generally accepted accounting principles such
as IFRS or BRSA Principles is commonly referred to as "GAAP." A non-GAAP financial measure is defined
as one that measures historical or future financial performance, financial position or cash flows but that
excludes or includes amounts that would not be so adjusted in the most comparable GAAP measures. These
non-GAAP financial measures are not a substitute for GAAP measures, for which management has
responsibility.
The non-GAAP measures included in this Base Prospectus are not in accordance with or an alternative to
measures prepared in accordance with BRSA Principles and may be different from similarly titled non-GAAP
measures used by other companies. The Bank's management believes that this information, along with
comparable measures under BRSA Principles, is useful to investors because it provides a basis for measuring
the organic operating performance in the years presented. These measures are used in internal management of
the Group, along with the most directly comparable financial measures under BRSA Principles, in evaluating
the Group's operating performance. Non-GAAP financial measures should not be considered in isolation
from, or as a substitute for, financial information presented in compliance with BRSA Principles. Non-GAAP
financial measures as reported by the Group may not be comparable to similarly titled amounts reported by
other companies.
The Bank's management believes that these non-GAAP measures, when considered in conjunction with
measures under BRSA Principles, enhance investors' and management's overall understanding of the Group's
current financial performance. In addition, because the Group has historically reported certain non-GAAP
results to investors, the Bank's management believes that the inclusion of non-GAAP measures provides
consistency in the Group's financial reporting.
Currency Presentation and Exchange Rates
In this Base Prospectus, all references to:
·
"Turkish Lira" and "TL" refer to the lawful currency for the time being of the Republic of Turkey;
·
"euro" and "" refer to the currency introduced at the start of the third stage of European economic
and monetary union pursuant to the Treaty on the Functioning of the European Union, as amended;
·
"U.S. dollars", "U.S.$" and "$" refer to United States dollars;
·
"Renminbi" and "RMB" refer to the lawful currency of the PRC which, for the purposes of this Base
Prospectus, excludes the Hong Kong Special Administrative Region of the PRC, the Macao Special
Administration Region of the PRC and Taiwan; and
·
"Sterling" and "£" refer to pounds sterling.
Unless otherwise indicated, all amounts in this Base Prospectus are presented in Turkish Lira.
Certain Defined Terms, Conventions and Other Considerations in Relation to the Presentation of
Information in this Base Prospectus
Capitalised terms which are used but not defined in any particular section of this Base Prospectus will have
the meaning attributed thereto in "Terms and Conditions of the Notes" or any other section of this Base
Prospectus.
In this Base Prospectus, "Bank" means Yapi ve Kredi Bankasi A.. on a standalone basis and "Group"
means the Bank and its subsidiaries (and with respect to accounting information, its consolidated entities)
unless the context otherwise requires.

(vi)

In this Base Prospectus, any reference to Euroclear and/or Clearstream, Luxembourg (each as defined under
"Form of the Notes") shall, whenever the context so permits, be deemed to include a reference to any
additional or alternative clearing system specified in the applicable Final Terms or as may otherwise be
approved by the Issuer and the Fiscal Agent.
All of the information contained in this Base Prospectus concerning the Turkish market and the Bank's
competitors has been obtained (and extracted without material adjustment) from publicly available
information. Where third-party information has been used in this Base Prospectus, the source of such
information has been identified. The Issuer confirms that all such information has been accurately reproduced
and, so far as it is aware, and is able to ascertain from the relevant published information, no facts have been
omitted that would render the reproduction of this information inaccurate or misleading. Without prejudice to
the generality of the foregoing statement, third-party information in this Base Prospectus, while believed to be
reliable, has not been independently verified by the Bank or any other party.
The language of this Base Prospectus is English. Certain legislative references and technical terms have been
cited in their original language in order that the correct technical meaning may be ascribed to them under
applicable law. In particular, but without limitation, the titles of Turkish legislation and the names of Turkish
institutions referenced herein have been translated from Turkish into English. The translation of these titles
and names are direct and accurate.
The Issuer has derived substantially all of the information contained in this Base Prospectus concerning the
Turkish market and its competitors, which may include estimates or approximations, from publicly available
information, including press releases and filings made under various securities laws. Unless otherwise
indicated, all data relating to the Turkish banking sector in this Base Prospectus has been obtained from the
BRSA's website at www.bddk.org.tr and the Banks' Association of Turkey's website at www.tbb.org and all
data relating to the Turkish economy, including statistical data, has been obtained from the website of the
Turkish Statistical Institute (Türkiye statistik Kurumu) ("TurkStat") at www.turkstat.gov.tr, the Central Bank
of Turkey ("Central Bank") website at www.tcmb.gov.tr and the Turkish Treasury's website at
www.hazine.gov.tr. Data has been downloaded/observed on various days between the months of August 2014
and November 2014 and may be the result of calculations made by the Issuer and therefore may not appear in
the exact same form on such websites or elsewhere. Such websites do not form a part of, and are not
incorporated into, this Base Prospectus. Unless otherwise indicated, the sources for statements and data
concerning the Issuer and its business are based on best estimates and assumptions of the Issuer's
management. Management believes that these assumptions are reasonable and that its estimates have been
prepared with due care. The data concerning the Issuer included herein, whether based on external sources or
based on the Issuer's management internal research, constitute the best current estimates of the information
described.
In the case of the presented statistical information, similar statistics may be obtainable from other sources,
although the underlying assumptions and methodology, and consequently the resulting data, may vary from
source to source. Where information has been sourced from a third party, such publications generally state
that the information they contain has been obtained from sources believed to be reliable but that the accuracy
and completeness of such information is not guaranteed.
Information regarding the Bank's shareholders (including ownership levels and agreements) in "Overview of
the Group and the Programme The Group", "Business of the Bank" and "Share Capital and Ownership" has
been based upon public filings and announcements by such shareholders.
______________________________________
STABILISATION
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the Stabilisation
Manager(s) (or persons acting on behalf of any Stabilisation Manager(s)) in the applicable Final Terms may
over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher
than that which might otherwise prevail. However, there is no assurance that the Stabilisation Manager(s) (or
persons acting on behalf of a Stabilisation Manager) will undertake stabilisation action. Any stabilisation
action or over-allotment may begin on or after the date on which adequate public disclosure of the terms of the
offer of the relevant Tranche of Notes is made and, if begun, may be ended at any time, but it must end no

(vii)