Obbligazione Export Credit Bank of Turkey 5.375% ( XS1345632811 ) in USD

Export Credit Bank of Turkey

100.5 USD ⇌

Turchia

XS1345632811 ( in USD )

5.375% per anno ( pagato 2 volte l'anno)

07/02/2021 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Export Credit Bank of Turkey XS1345632811 in USD 5.375%, scaduta

200 000 USD

500 000 000 USD

M8931UAD8

N/A

The Obbligazione issued by Export Credit Bank of Turkey ( Turkey ) , in USD, with the ISIN code XS1345632811, pays a coupon of 5.375% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 07/02/2021

IMPORTANT NOTICE
THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1) QIBS WHO ARE
ALSO QPS (EACH AS DEFINED BELOW) UNDER RULE 144A OR (2) 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 Prospectus
following this page, and you are therefore advised to read this carefully before reading, accessing or making
any other use of the Prospectus. In accessing the 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. 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 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 DESCRIBED THEREIN.
Confirmation of your Representation: In order to be eligible to view this Prospectus 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) that are also
Qualified Purchasers ("QPs") as defined in Section 2(a)(51)(A) of the U.S. Investment Company Act of 1940,
as amended (the "Investment Company Act") or (2) persons other than U.S. persons (as defined in Regulation
S) outside of the U.S. This Prospectus is being sent at your request and by accepting the e mail and accessing
this Prospectus, you shall be deemed to have represented to the Bank that (1) you and any customers you
represent are either (a) QIBs that are also QPs 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 Prospectus by electronic transmission.
You are reminded that this Prospectus has been delivered to you on the basis that you are a person into whose
possession this 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 Prospectus
to any other person.
A30907162
1

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 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, HSBC Bank plc, ING Bank N.V., London Branch, Mitsubishi UFJ
Securities International plc, Mizuho Securities USA Inc. or Standard Chartered 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 Prospectus 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 Prospectus 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 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 Prospectus
relates is available only to relevant persons and will be engaged in only with relevant persons.
A30907162
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PROSPECTUS

Türkiye hracat Kredi Bankasi A..
(Export Credit Bank of Turkey, Inc.)
a Turkish banking institution organised as a joint stock company
U.S.$500,000,000 5.375 per cent. Notes due 2021
Under its U.S.$1,500,000,000
Global Medium Term Note Programme
Issue Price: 99.568 per cent.
Türkiye hracat Kredi Bankasi A.. (Export Credit Bank of Turkey, Inc.), a Turkish banking institution organised as a joint stock company (the "Bank" or the "Issuer"), is issuing U.S.$500,000,000 5.375 per cent. Notes due 2021
(the "Notes") under its U.S.$1,500,000,000 Global Medium Term Note Programme (the "Programme"). The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act")
or any U.S. State securities laws and are being offered: (a) for sale in the United States (the "U.S. Offering") to qualified institutional buyers (each a "QIB") as defined in, and in reliance upon, Rule 144A ("Rule 144A") under the
Securities Act that are also qualified purchasers ("QPs") as defined in Section 2(a)(51)(A) of the U.S. Investment Company Act of 1940, as amended (the "Investment Company Act") and (b) for sale outside the United States to
persons other than U.S. persons (the "International Offering" and, with the U.S. Offering, the "Offering") 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 and Selling Restrictions" in the Base Prospectus (as defined under "Documents Incorporated by Reference") below.
INVESTING IN THE NOTES INVOLVES RISKS. PROSPECTIVE INVESTORS SHOULD CONSIDER THE FACTORS INCORPORATED BY REFERENCE FROM THE BASE PROSPECTUS (SEE
"DOCUMENTS INCORPORATED BY REFERENCE" BELOW).
As described further herein, the net proceeds of the Notes will be used by the Issuer for the Issuer's general corporate purposes.
The Notes will bear interest from (and including) 8 February 2016 (the "Issue Date") to (but excluding) 8 February 2021 (the "Maturity Date") at a fixed rate of 5.375 per cent. per annum. Interest will be payable semi-annually in
arrear on 8 February and 8 August in each year up to (and including) the Maturity Date; provided that if any such date is not a Payment Business Day (as defined in Condition 7.6), then such payment will be made on the next
Payment Business Day. The Notes initially will be sold to investors at a price equal to 99.568 per cent. of the principal amount thereof. For a more detailed description of the Notes, see "Issue Terms" herein.
There is currently no public market for the Notes. This Prospectus has been approved by the Central Bank of Ireland as competent authority under Directive 2003/71/EC, as amended (the "Prospectus Directive"). The Central Bank
of Ireland only approves this Prospectus as meeting the requirements imposed under Irish and European Union ("EU") law pursuant to the Prospectus Directive. Such approval relates only to the Notes which are to be admitted to
trading on a regulated market for the purposes of Directive 2004/39/EC and/or which are to be offered to the public in any Member State of the European Economic Area. Application has been made to the Irish Stock Exchange (the
"Irish Stock Exchange") for the Notes to be admit ed to the official list (the "Official List") and trading on its regulated market (the "Main Securities Market"). This Prospectus constitutes a "Prospectus" for the purposes of the
Prospectus Directive as implemented in Ireland by the Prospectus (Directive 2003/71/EC) Regulations 2005 (the "Prospectus Regulations"). References in this Prospectus 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 Main Securities Market. The Main Securities 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 institutions.
Application has been made to the Capital Markets Board of Turkey (the "CMB") in its capacity as competent authority under Law No.6362 of the Republic of Turkey relating to capital markets (the "Capital Markets Law") for the
approval of the issuance certificate relating to the Notes by the CMB and the issuance and sale of the Notes by the Bank outside Turkey. The Notes cannot be sold outside Turkey before the necessary approvals and an approved
issuance certificate in respect of the Notes are obtained from the CMB. The CMB approval and the approved issuance certificate relating to the issuance of the Notes based upon which the offering of the Notes will be conducted
was obtained on 18 September 2015 by the CMB's letter dated 18 September 2015 and numbered 29833736-105.03.01-E.10426 and the tranche issuance certificate relating to the Notes is expected to be obtained from the CMB on
or prior to the Issue Date.
The Notes are expected on issue to be rated Baa3 by Moody's Deutschland GmbH ("Moody's"), BB+ by Standard & Poor's Credit Market Services Europe Limited and BBB- by Fitch Ratings Ltd. ("Fitch" and, together with
Moody's and Standard & Poor's, the "Rating Agencies"). A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation. As
at the date of this Prospectus, each of the Rating Agencies is established in the EU and is registered under Regulation No 1060/2009 (as amended) (the "CRA Regulation"). In general, European regulated investors are restricted
from using a rating for regulatory purposes if such rating is not issued by a credit rating agency established in the EU and registered under the CRA Regulation unless the rating is provided by a credit rating agency operating in the
EU before 7 June 2010 which has submitted an application for registration in accordance with the CRA Regulation and such registration is not refused.
All payments in respect of the Notes by or on behalf of the Issuer shall be made without withholding or deduction for, or on account of, any present or future Taxes (as defined in Condition 9) imposed or levied by or on behalf of a
Relevant Jurisdiction (as defined in Condition 9) unless the withholding or deduction of the Taxes is required by law. In that event, except as provided for in Condition 9, the Issuer will pay such additional amounts as may be
necessary in order that the net amounts received by the Noteholders (as defined below) after the withholding or deduction shall equal the respective amounts which would have been receivable in respect of the Notes in the absence
of such withholding or deduction. The withholding tax rate on interest payments in respect of bonds issued by Turkish entities outside of Turkey varies depending on the original maturity of such bonds as specified under decrees
numbered 2010/1182 published on 29 December 2010 and numbered 2011/1854 published on 29 June 2011 (the "Decrees"). Pursuant to the Decrees, (i) with respect to bonds with a maturity of less than one year, the withholding
tax rate on interest is 10 per cent., (ii) with respect to bonds with a maturity at least of one and less than three years, the withholding tax rate on interest is 7 per cent., (iii) with respect to bonds with a maturity at least of three and
less than five years, the withholding tax rate on interest is 3 per cent., and (iv) with respect to bonds with a maturity of five years and more, the withholding tax rate on interest is 0 per cent. Accordingly, the withholding tax rate on
interest on the Notes is 0 per cent. See "Taxation--Certain Turkish Tax Considerations" in the Base Prospectus.
If the Issuer were deemed to be a "covered fund", then, in the absence of regulatory relief, the provisions of Section 13 of the U.S. Bank Holding Company Act of 1956, as amended (the "Volcker Rule") and its related regulatory
provisions would impact the ability of certain banking institutions to acquire or retain an "ownership interest" in the Issuer. Under the Volcker Rule, "ownership interest" is defined broadly to include any participation or other
interest that entitles the holder of such interest to, amongst other things: (a) vote to remove management of the covered fund other than as a creditor exercising remedies upon an event of default, (b) share in the income, gains,
profits or excess spread of the covered fund or (c) receive underlying assets of the covered fund. The Notes are not "ownership interests" within the meaning of the Volcker Rule, and as such, investment or trading in the Notes by
banking entities would not violate the Volcker Rule. See "Subscription and Sale and Transfer and Selling Restrictions--Selling Restrictions--United States--Covered Fund" in the Base Prospectus.
The Notes are being offered under Rule 144A and under Regulation S by Citigroup Global Markets Limited, HSBC Bank plc, ING Bank N.V., London Branch, Mitsubishi UFJ Securities International plc, Mizuho Securities USA
Inc. and Standard Chartered Bank (collectively, the "Joint Lead Managers"), subject to their acceptance and right to reject orders in whole or in part. The Notes will initially be represented by global certificates in registered form
(the "Global Certificates"). The Notes offered and sold in the United States to QIBs that are also QPs in reliance on Rule 144A (the "Rule 144A Notes") will be represented by beneficial interests in one or more permanent global
certificates in fully registered form without interest coupons (the "Restricted Global Certificate") and will be registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC") and will be deposited on
or about the Issue Date (as defined below) with Citibank, N.A., London Branch in its capacity as custodian (the "Custodian") for DTC. The Notes offered and sold outside the United States to persons other than U.S. persons in
reliance on Regulation S (the "Regulation S Notes") will be represented by beneficial interests in a single, permanent global certificate in fully registered form without interest coupons, the "Unrestricted Global Certificate") and wil
be registered in the name of Citivic Nominees Limited as nominee, and will be deposited on or about the Issue Date with Citibank Europe plc as common depositary for, and in respect of interests held through, Euroclear Bank
SA/NV ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg"). It is expected that the Global Certificates will be delivered against payment therefor in immediately available funds on the Issue Date.

Global Coordinator
Citigroup
Joint Lead Managers
Citigroup
HSBC
ING
Mizuho Securities
MUFG
Standard Chartered Bank

The date of this Prospectus is 4 February 2016.

This prospectus ("Prospectus") comprises a prospectus for the purposes of the Prospectus Directive.
This document does not constitute a prospectus for the purpose of Section 12(a)(2) of, or any other
provision of or rule under, the Securities Act.
The Issuer accepts responsibility for the information contained in this Prospectus. 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 Prospectus is in accordance with the facts and does not omit anything
likely to affect the import of such information.
This 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 Prospectus shall be read and
construed on the basis that such documents are incorporated in, and form part of, this Prospectus.
Where there is any inconsistency between the Base Prospectus of the Bank dated 3 December 2015 (the
"Base Prospectus") relating to the Bank's Global Medium Term Note Programme and this Prospectus,
the language used in this Prospectus shall prevail.
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the Joint
Lead Managers to subscribe for or purchase, any Notes. The distribution of this Prospectus and the
offer or sale of the Notes in certain jurisdictions is restricted by law. Persons into whose possession this
Prospectus may come are required by the Issuer and the Joint Lead Managers to inform themselves
about and to observe any such restrictions.
No person has been authorised in connection with the offering of the Notes to give any information or
make any representation regarding the Issuer, the Joint Lead Managers or the Notes other than as
contained in this Prospectus. Any such representation or information must not be relied upon as having
been authorised by the Issuer or the Joint Lead Managers. The delivery of this Prospectus at any time
does not imply that there has been no change in the Issuer's affairs or that the information contained in
it is correct as at any time subsequent to its date. This Prospectus may only be used for the purpose for
which it has been published.
No representation or warranty, express or implied, is made by the Joint Lead Managers as to the
accuracy or completeness of the information set forth in this document, and nothing contained in this
document is, or shall be relied upon as, a promise or representation, whether as to the past or the
future. None of the Joint Lead Managers assumes any responsibility for the accuracy or completeness
of the information set forth in this document. Each person contemplating making an investment in the
Notes must make its own investigation and analysis of the creditworthiness of the Issuer and its own
determination of the suitability of any such investment, with particular reference to its own investment
objectives and experience, and any other factors which may be relevant to it in connection with such
investment.
None of the Issuer or the Joint Lead Managers or any of their respective representatives is making any
representation to any offeree or purchaser of the Notes regarding the legality of any investment by such
offeree or purchaser under appropriate legal investment or similar laws. Each investor should consult
with his own advisers as to the legal, tax, business, financial and related aspects of a purchase of the
Notes.
Unless otherwise indicated, "Noteholder" refers to the registered holder of any Note. "Beneficial Owner"
refers to an owner of a beneficial interest in any Note.
Unless otherwise indicated, references to "resident" herein refer to tax residents of Turkey and references to
"non-resident" herein refer to persons who are not tax residents of Turkey.

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The Notes have not been and will not be registered under the Securities Act or under any U.S. State securities
laws. Each investor, by purchasing a Note (or a beneficial interest therein), agrees that the Notes (or beneficial
interests therein) may be reoffered, resold, pledged or otherwise transferred only upon registration under the
Securities Act or pursuant to the exemptions therefrom described under "Subscription and Sale and Transfer
and Selling Restrictions" in the Base Prospectus. Each investor also will be deemed to have made certain
representations and agreements as described therein. Any resale or other transfer, or attempted resale or other
attempted transfer that is not made in accordance with the transfer restrictions may subject the transferor and
transferee to certain liabilities under applicable securities laws.
Prospective investors must determine the suitability of investment in the Notes in the light of their own
circumstances. In particular, prospective investors should:
(a)
have sufficient knowledge and experience to make a meaningful evaluation of the Notes and the merits
and risks of investing in the Notes and the information contained or incorporated by reference in this
Prospectus or any applicable supplement;
(b)
have 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 the
investor's overall investment portfolio;
(c)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes,
including where the currency for principal or interest payments is different from the investor's
currency;
(d)
understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevant
indices and financial markets; and
(e)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect the investor's investment and ability to bear
the applicable risks.
The issuance of the Notes was approved by the CMB in its letter dated 18 September 2015 (No. 29833736-
105.03.01-E.10426) (the "CMB Approval"), by the BRSA in its letter dated 27 July 2015 (No. 32521522-
101.01[3]E.11218) (the "BRSA Approval") and by the Undersecretariat of the Treasury in its letter dated 14
August 2015 (No. 13131620-204/24797) (the "Treasury Approval" and, together with the CMB Approval and
the BRSA Approval, the "Approvals"). In addition, the required tranche issuance certificate relating to the
Notes is expected to be obtained from the CMB on or prior to the Issue Date.
Pursuant to the Approvals, the offering of the Notes has been authorised by the CMB only for the purpose of
the sale of the Notes outside of Turkey in accordance with Article 15(b) of Decree 32 on the Protection of the
Value of the Turkish Currency (as amended from time to time, "Decree 32"), the Capital Markets Law No.
6362 and Communiqué Serial II, No 31.1 on Debt Instruments.
In addition, the Notes (or beneficial interests therein) have to be offered or sold outside of Turkey. Under the
CMB Approval, the CMB has approved the offering of the Notes, provided that, following the primary sale of
the Notes, no transaction that may be deemed as a sale of the Notes (or beneficial interests therein) in Turkey
by way of private placement or public offering may be engaged in. Pursuant to Article 15(d)(ii) of Decree 32,
there is no restriction on the purchase or sale of the Notes (or beneficial interests therein) by residents of
Turkey offshore on an unsolicited (reverse inquiry) basis in the secondary markets; provided that they
purchase or sell such Notes (or beneficial interests) in the financial markets outside of Turkey and such sale
and purchase is made through licensed banks and/or licensed brokerage institutions authorised pursuant to the
BRSA and/or CMB regulations and the purchase price is transferred through licensed banks authorised

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pursuant to BRSA regulations. Monies paid for purchases of the Notes are not protected by the insurance
coverage provided by the Savings Deposit Insurance Fund of Turkey (the "SDIF").
In accordance with the Communiqué on Debt Instruments, the Notes are required under Turkish law to be
issued in an electronically registered form in the Central Registry Agency (Merkezi Kayit Kuruluu) (the
"CRA") and the interests therein recorded in the CRA. However, upon the Issuer's request, the CMB may
resolve to exempt the Notes from this requirement if the Notes are to be issued outside of Turkey. Further to
the Issuer's submission of an exemption request to the CMB, such exemption has been granted by the CMB to
the Issuer in its letter dated 18 September 2015 (No. 29833736-105.03.01-E.10426). As a result, this
requirement will not be applicable to the Notes issued pursuant to the CMB Approval. Notwithstanding such
exemption, the Issuer is required to notify the CRA within three Turkish business days from the Issue Date of
the amount, issue date, ISIN code, first payment date, maturity date, interest rate, name of the custodian,
currency of the Notes and the country of issuance. Except as described in this Prospectus, beneficial interests
in the Global Certificates will be represented through accounts of financial institutions acting on behalf of
beneficial owners as direct and indirect participants in DTC, Euroclear and Clearstream, Luxembourg. Except
as described in this Prospectus, owners of beneficial interests in the Global Certificates will not be entitled to
have the Notes registered in their names, will not receive or be entitled to receive physical delivery of the
Notes in definitive form and will not be considered holders of the Notes under the Notes and the Agency
Agreement (as defined below).
An application has been made to admit the Notes to listing on the Irish Stock Exchange; however, no
assurance can be given that such application will be accepted.
This Prospectus has been filed with and approved by the Central Bank of Ireland as required by the
Prospectus Regulations.
All references herein to "Turkey" are to the Republic of Turkey, all references to "Ireland" are to Ireland
(exclusive of Northern Ireland) and all references to a "Member State" are to a Member State of the European
Economic Area.
In connection with the issue of Notes to be underwritten by the Joint Lead Managers, Citigroup Global
Markets Limited (the "Stabilising Manager") (or persons acting on behalf of the Stabilising Manager)
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
Stabilising Manager (or persons acting on behalf of the Stabilising Manager) will undertake any
stabilisation action. Any stabilisation action may begin on or after the date on which adequate public
disclosure of the terms of the offer of the relevant issue of Notes is made and, if begun, may be ended at
any time, but it must end no later than the earlier of 30 days after the Issue Date and 60 days after the
date of the allotment of the relevant Notes. Any stabilisation action or over-allotment must be
conducted by the Stabilising Manager (or persons acting on behalf of the Stabilising Manager) in
accordance with all applicable laws and rules. Notwithstanding anything herein to the contrary, the
Bank may not (whether through over-allotment or otherwise) issue more Notes than have been
approved by the CMB.
Other than the approval of the CMB, the Notes have not been approved or disapproved by any state securities
commission or any other U.S., Turkish, United Kingdom, Irish or other regulatory authority, nor have any of
the foregoing authorities passed upon or endorsed the merits of this Offering or the accuracy or adequacy of
this Prospectus. Any representation to the contrary may be a criminal offence.
The distribution of this Prospectus and the offering of the Notes (and beneficial interests therein) in certain
jurisdictions may be restricted by law. Persons that come into possession of this Prospectus are required by
the Bank and the Joint Lead Managers to inform themselves about and to observe any such restrictions.

6

This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy the Notes (or any
beneficial interest therein) in any jurisdiction in which such offer or solicitation is unlawful. In particular,
there are restrictions on the distribution of this Prospectus and the offer and sale of the Notes (and beneficial
interests therein) in the United States, Turkey, the United Kingdom, Ireland and other jurisdictions.
RESPONSIBILITY STATEMENT
The Issuer accepts responsibility for the information contained in this Prospectus. 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 Prospectus is in accordance with the facts and does not omit anything likely to affect the
import of such information.
The Issuer has derived substantially all of the information contained in this 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 Prospectus has been obtained from the website
of the BRSA at www.bddk.org.tr and the Banks' Association of Turkey's website at www.tbb.org.tr and all
data relating to the Turkish economy, including statistical data, has been obtained from TurkStat's website at
www.turkstat.gov.tr, the Central Bank of Turkey (the "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 October 2015 and February 2016 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 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.
Any translation of information from Turkish into English for the purpose of inclusion in this Prospectus is
direct and accurate.
Where third party information has been used in this Prospectus, the source of such information has been
identified. 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. Such data, while believed to be
reliable and accurately extracted by the Issuer for the purposes of this Prospectus, has not been independently
verified by the Issuer or any other party and you should not place undue reliance on such data included in this
Prospectus. As far as the Issuer is aware and able to ascertain from the information published by such third
party sources, this information has been accurately reproduced and no facts have been omitted which would
render the reproduction of this information inaccurate or misleading.
TURKISH TAX CONSIDERATIONS
All payments in respect of the Notes by or on behalf of the Issuer shall be made without withholding or
deduction for, or on account of, any present or future Taxes (as defined in Condition 9) imposed or levied by
or on behalf of any Relevant Jurisdiction (as defined in Condition 9), unless the withholding or deduction of
the Taxes is required by law. In that event, except as provided for in Condition 9, the Issuer will pay such

7

additional amounts as may be necessary in order that the net amounts received by the Noteholders after the
withholding or deduction shall equal the respective amounts which would have been receivable in respect of
the Notes in the absence of such withholding or deduction. The withholding tax rate on interest payments in
respect of bonds issued by Turkish entities outside of Turkey varies depending on the original maturity of
such bonds as specified under the Decrees. Pursuant to the Decrees, (i) with respect to bonds with a maturity
of less than one year, the withholding tax rate on interest is 10 per cent., (ii) with respect to bonds with a
maturity of at least one and less than three years, the withholding tax rate on interest is 7 per cent., (iii) with
respect to bonds with a maturity of at least three and less than five years, the withholding tax rate on interest
is 3 per cent., and (iv) with respect to bonds with a maturity of five years and more, the withholding tax rate
on interest is 0 per cent. Accordingly, the withholding tax rate on interest on the Notes is 0 per cent.
FORWARD-LOOKING STATEMENTS
This Prospectus contains statements that may be considered to be "forward-looking statements" as that term is
defined in the U.S. Private Securities Litigation Act of 1995. Forward-looking statements appear in a number
of places throughout this Prospectus, including, without limitation, under "Risk Factors", "Use of Proceeds",
"Management's Discussion and Analysis of Financial Condition and Results of Operations", "Business of the
Bank" and elsewhere in this Prospectus, and include, but are not limited to, statements regarding:

strategy and objectives;

trends affecting the Bank's results of operations and financial condition;

asset portfolios;

loan loss reserve;

capital adequacy;

legal proceedings; and

the Bank's potential exposure to market risk.
The forward-looking statements also may be identified by words such as "believes", "expects", "anticipates",
"projects", "intends", "should", "seeks", "estimates", "probability", "risk", "target", "goal", "objective",
"future" or similar expressions or variations on such expressions.
Forward-looking statements involve risks, uncertainties and assumptions. Actual results may differ materially
from those expressed in these forward-looking statements.
The Bank has identified some of the risks inherent in forward-looking statements under "Risk Factors" in the
Base Prospectus. Factors that could cause actual results to differ materially from those in forward-looking
statements include, among others:

changes in the Turkish economy;

changes in the banking and financial markets in Turkey;

changes in the geopolitical environment, including any domestic instability or developments in the
conflicts in Iraq, Syria or Ukraine;

changes in the Undersecretariat of Treasury's policy which may impact the Bank's mandate, priorities
and objectives;

changes in applicable laws and regulations, including taxes, or accounting standards or practices;

8

the monetary, interest rate and other policies of central banks in Turkey, the EU, the United States and
elsewhere;

changes or volatility in interest rates, foreign exchange rates, equity markets, inflation or deflation;

the effects of competition in the markets in which the Bank operates, which may be influenced by
regulation or deregulation;

changes in government policies which may influence investment decisions;

the Bank's ability to hedge certain risks economically;

the Bank's ability to manage any mismatches between the Bank's interest earning assets and the
Bank's interest bearing liabilities;

the Bank's ability to manage operational risks, recruit and retain key management personnel and
prevent security breaches;

the Bank's ability to maintain high credit quality in the Bank's loan portfolio;

the Bank's ability to compete in the Bank's business lines and increase or maintain market share;

the Bank's ability to control expenses;

the Bank's ability to manage liquidity risks, to receive periodic contributions of capital from the
Treasury and to access financial markets;

the Bank's success in managing the risks involved in the foregoing, which depends, among other
things, on the Bank's ability to anticipate events that cannot be captured by the statistical models the
Bank uses; and

force majeure and other events beyond the Bank's control.
There may be other risks, including some risks of which the Bank is unaware, that could adversely affect the
Bank's results or the accuracy of forward-looking statements in this Prospectus. Therefore, you should not
consider the factors discussed here or under "Risk Factors" to be a complete set of all potential risks or
uncertainties.
You should not place undue reliance on any forward-looking statements. The Bank does not have any
intention or obligation to update forward-looking statements to reflect new information, future events or risks
that may cause the forward-looking events the Bank discusses in this Prospectus not to occur or to occur in a
manner different from what the Bank expects.

9

DOCUMENTS INCORPORATED BY REFERENCE
The following documents which have previously been published or are published simultaneously with this
Prospectus and have been filed with the Central Bank of Ireland shall be incorporated in, and form part of,
this Prospectus:
(a)
the sections of the Base Prospectus (the "Base Prospectus") of the Bank dated 3 December 2015
relating to the Programme, entitled as set out in the table below:

Page
references
(inclusive)
Available Information ...............................................................................................................

7
Presentation of Financial and Other Information BRSA Principles and IFRS, Non-

GAAP Measures of Financial Performance, Currency Presentation, Exchange Rate
Information, Certain Defined Terms, Conventions and Other Considerations in
Relation to the Presentation of Information in this Base Prospectus ................................
7 to 11
Overview of the Bank and the Programme ..............................................................................

13 to 21
Risk Factors--Risk factors relating to the Bank ................................................................

22 to 35
Risk Factors--Risks factors relating to Turkey ................................................................
35 to 41
Risk Factors--Risks related to the Structure of a Particular Issue of Notes .............................

42 to 43
Risk Factors--Risks related to Notes Generally ................................................................

44 to 49
Enforcement of Judgments and Service of Process ................................................................

50
Terms and Conditions of the Notes ..........................................................................................

71 to 106
Use of Proceeds ........................................................................................................................

107
Capitalisation ............................................................................................................................

108
Selected Financial Information................................................................................................

109 to 111
Business ................................................................................................................................

112 to 136
Risk Management .....................................................................................................................

137 to 169
Management .............................................................................................................................

170 to178
Related Party Transactions ................................................................................................

179 to 180
Turkish Banking System ................................................................................................
181 to 184
Turkish Regulatory Environment .............................................................................................

185 to 216
Book-Entry Clearance Systems ................................................................................................

217 to 221
Taxation ................................................................................................................................

222 to 225
Subscription and Sale and Transfer and Selling Restrictions ...................................................

226 to 236
Appendix 1--Overview of significant differences between IFRS and BRSA

240 to 241
Accounting Principles ..............................................................................................................

10