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315

TÜRKİYE VAKIFLAR BANKASI TÜRK ANONİM ORTAKLIĞI AND ITS FINANCIAL SUBSIDIARIES

CONSOLIDATED FINANCIAL REPORT AS AT AND

FOR THE YEAR ENDED 31 DECEMBER 2014

(Amounts expressed in thousands of Turkish Lira (“TL”) unless otherwise stated.)

CONVENIENCE TRANSLATION OF PUBLICLY ANNOUNCED CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN TURKISH, SEE IN NOTE I. OF SECTION THREE

VAKIFBANK

2014 ANNUAL REPORT

III. SIGNIFICANT EVENTS AND MATTERS SUBSEQUENT TO BALANCE SHEET DATE THAT ARE NOT RESULTED

The Parent Bank has issued bond having the secondary subordinated loan (Tier-II) on January 2015 amounting to US Dollar 500 million with maturity date 3

February 2025 (10 years 1 day maturity) that has an option to mature on 3 February 2020 with twice interest payment at a coupon rate of 6.875% and issue

return rate of 6.95%.

At the resolution of the Board of Directors dated 2 January 2015, it has been decided to submit to the approval of shareholders in the first Ordinary Meeting of

the General Assembly to increase registered capital ceiling from TL 5,000,000,000 to TL 10,000,000,000 and to change the related clause 7 of Bank’s Articles

of Association related to capital. Authorization has been given to General Directorate to make the required applications to the establishments, Capital Markets

Board (CMB) being in the first place.

The Parent Bank’s bond issuance with a nominal value of TL 200 million at maturity date 15 May 2015 (119 days maturity) and public offering has been carried

out on 12-13-14 January 2015 using book-building method.

The above issuance has been finalized. The nominal value of the bond has been determined as TL 136,882,419 at maturity date 15 May 2015 (119 days

maturity) with compound interest rate 8.4444% and simple interest rate 8.2148%. The ISIN code of the bond has been determined as TRQVKFB51545 with

issue price of 97.392.

IV. SIGNIFICANT FOREIGN CURRENCY EXCHANGE RATE FLUCTUATIONS THAT ARE SUBSEQUENT TO REPORTING DATE

None.

SECTION SEVEN

INDEPENDENT AUDITORS’ AUDIT REPORT

I. INFORMATION ON THE INDEPENDENT AUDITORS’ AUDIT REPORT

The consolidated financial statements and footnotes of the Bank and its financial subsidiaries as at and for the year ended 31 December 2014, have been

audited by Başaran Nas Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik AŞ (a member of PricewaterhouseCoopers). It was noted in their audit report

dated 27 February 2015 that nothing material has come to their attention that caused them to believe that the accompanying consolidated interim financial

statements do not give a true and fair view of the Group’s financial position and results of its operations as at and for the year ended

31 December 2014.

II. DISCLOSURES AND FOOTNOTES PREPARED BY INDEPENDENT AUDITORS

None.