Turkiye Gdr Rgs Regulatory News (TIBD)

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TÜRKİYE İŞ BANKASI A.Ş. announces results of the Consent Solicitation and the Meeting

TÜRKİYE İŞ BANKASI A.Ş.

announces results of the Consent Solicitation and the Meeting in respect of its outstanding

US$400,000,000 7.850 per cent. Subordinated Notes due 2023

(the Notes)

6 June 2016: On 12 May 2016, Türkiye İş Bankası A.Ş. (the Issuer) announced an invitation to Eligible Noteholders of the Notes represented by the Regulation S Global Certificate (the Regulation S Notes) to consent to certain amendments to the terms of the Notes (the Consent Solicitation). A meeting of the holders of the Notes (the Meeting) was held earlier today in connection with the Consent Solicitation, and the Issuer now announces the results of the Meeting.

The full terms and conditions of the Consent Solicitation were contained in the consent solicitation memorandum dated 12 May 2016 (the Consent Solicitation Memorandum) prepared by the Issuer.

Capitalised terms used in this announcement but not defined have the meanings given to them in the Consent Solicitation Memorandum.

Details of the Notes

Meeting of Noteholders

NOTICE IS HEREBY GIVEN to Noteholders that at the Meeting, the Extraordinary Resolution was duly passed and became unconditional, and accordingly the Supplemental Fiscal Agency Agreement has been executed by the parties thereto and the amendments to the Conditions have become effective.

Summary of Amendments

The following amendments to the Conditions of the Notes (including those represented by the Rule 144A Global Certificate) were approved by the Meeting in order to provide for the Notes to be eligible for inclusion as Tier 2 capital of the Issuer:

(a) including a provision for the permanent write-down of the Notes in whole or in part upon the occurrence of a Non-Viability Event and certain related consequential changes (including to the Fiscal Agency Agreement); and

(b) making certain other changes, principally to align the Conditions more closely with those for other issues of Tier 2 notes by Turkish banks following the implementation of Basel III in Turkey (including the deletion of the provisions relating to the payment of default interest).

Payment Date

The Payment Date for the Consent Solicitation in respect of the Notes will be 10 June 2016, and payment of the Early Consent Fee (or, where applicable, Ineligible Noteholder Payment) will be made to the relevant holders of the Notes on such date.

Each of BNP Paribas and Citigroup Global Markets Limited acted as a Solicitation Agent and Citibank N.A., London Branch acted as Tabulation Agent.

General

The distribution of this announcement in certain jurisdictions may be restricted by law, and persons into whose possession this announcement comes are required to inform themselves about, and to observe, any such restrictions.