TO: Investment Community

FROM : Garanti BBVA / Investor Relations

SUBJECT: Board Of Directors Decision About Issuing Subordinated Debt Securities and Authorization of Head Office for Necessary Operations

DATE: November 7, 2022

The Board of Directors of the Bank has adopted a resolution to issue debt instruments in accordance with Article 8 of the Regulation on the Equities of Banks, published in the Official Gazette numbered 28756 and dated 5 September 2013 that meet the criteria for the inclusion in Tier 2 Capital, to be sold to qualified investors up to the aggregate amount of TL 7,000,000,000- (Seven Billion Turkish Liras) in Turkish Lira currency with different types and maturity dates, in one or more issuances and authorized the Head Office to determine the maturity date of such debt instruments, to issue such debt instruments in coupon forms and the coupon bonds as fixed or floating rate bonds in accordance with market conditions, to take as reference one or some of treasury bonds of which maturity dates are in line with those of debt instruments (subordinated debt securities) to be issued, or TLREF rate or index (calculated and published by BIST), to add additional income if deemed necessary and to determine the rate of such additional income, to determine the fixed interest rate of the debt instruments in advance when necessary, to determine any and all terms and conditions of such issuance including the interest rate to be paid, the applicable interest rate, the submissions for necessary approvals of the issuance but not limited to such matters as well as determining the intermediaries related with the issuance and accordingly to make and fulfil necessary applications, to sign an Intermediary Agreement with the determined intermediary, and conduct any and all acts before Banking Regulation and Supervision Agency, Capital Markets Board and other relevant authorities and other relevant authorities. 

In contradiction between the Turkish and English versions of this public disclosure, the Turkish version shall prevail.

We declare that our above statements are in conformity with the principles included in the Board’s Communiqué, Serial II Nr.15.1, that it exactly reflects the information we received; that the information complies with our records, books and documents; that we did our best to obtain the correct and complete information relative to this subject and that we are responsible for the declarations made in this regard.

Yours sincerely,

Garanti BBVA

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