Bond Türkiye ?? Bankas? 7.85% ( US900151AF84 ) in USD

Türkiye ?? Bankas?

100.2 % ▲

Turkey

US900151AF84 ( in USD )

7.85% per year ( payment 2 times a year)

09/12/2023 - Bond has expired

Prospectus brochure of the bond Turkiye Is Bankasi US900151AF84 in USD 7.85%, expired

200 000 USD

400 000 000 USD

900151AF8

Türkiye ?? Bankas? is a major Turkish multinational banking and financial services corporation, the oldest and largest privately owned bank in Turkey.

The Bond issued by Türkiye ?? Bankas? ( Turkey ) , in USD, with the ISIN code US900151AF84, pays a coupon of 7.85% per year.
The coupons are paid 2 times per year and the Bond maturity is 09/12/2023

US$400,000,000 7.850% Subordinated Notes due 2023
Bank" or "Issuer"), is issuing US$400,000,000 7.850% Subordinated Notes due 2023
(the "Notes"). The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities
Act"), or the securities or "blue sky" laws of any state of the United States of America ("United States" or "US"), the United Kingdom or (other
than Ireland as described below) any other jurisdiction, and are being offered: (a) for sale (the "US Offering") to qualified institutional buyers
only (each a "QIB") as defined in, and in reliance upon, Rule 144A under the Securities Act ("Rule 144A") and (b) for sale to non-US persons in
offshore transactions (the "International Offering" and, with the US Offering, the "Offering") in reliance upon Regulation S under the Securities
Act ("Regulation S"). For a description of certain restrictions on sale and transfer of investments in the Notes, see "Plan of Distribution,"
"Selling Restrictions" and "Transfer Restrictions" herein.
INVESTING IN THE NOTES INVOLVES RISKS. PROSPECTIVE INVESTORS SHOULD CONSIDER THE FACTORS
SET FORTH UNDER "RISK FACTORS" BEGINNING ON PAGE 10 OF THIS OFFERING CIRCULAR.
Interest on the Notes will be paid in arrear on the 10th day of each June and December; provided that if any such date is not a Payment
Business Day (as defined in Condition 6.4), then such payment will be made on the next Payment Business Day. Principal of the Notes is
scheduled to be paid on December 10, 2023 (the "Maturity Date"), but may be paid earlier under certain circumstances as further described
herein. The Notes initially will be sold to investors at a price equal to 100.00% of the principal amount thereof. For a more detailed description
of the Notes, see "Conditions of the Notes." Upon the occurrence of an event under Condition 7.2 (Redemption for Taxation Reasons) or a
Capital Disqualification Event (as defined in Condition 7.3 (Redemption upon a Capital Disqualification Event)) in the "Terms and Conditions
of the Notes," the Issuer may, at its option, redeem all, but not some only, of the Notes at their principal amount, together with unpaid interest
accrued to but excluding the date of redemption. Any such redemption is subject to certain conditions. See Condition 7 (Redemption and
Purchase/Assignment) in the "Conditions of the Notes."
This Offering Circular (this "Offering Circular") has been approved by the Central Bank of Ireland, as competent authority under
Directive 2003/71/EC ("Prospectus Directive") as amended (which includes the amendments made by Directive 2010/73/EU to the extent that
such amendments have been implemented in a relevant member state of the European Economic Area). The Central Bank of Ireland only
approves this Offering Circular as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. Application
has been made to the Irish Stock Exchange for the Notes to be admitted to the Official List (the "Official List") and trading on its regulated
market (the "Main Securities Market"). Such approval relates only to the Notes that are to be admitted to trading on a regulated market for the
purposes of Directive 2004/39/EC and/or that are to be offered to the public in any member state of the European Economic Area. References in
this Offering Circular to the Notes being "listed" (and all related references) shall mean that the Notes have been admitted to the Official List
and 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 instruments.
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 the Notes
by the Bank outside of Turkey. The Notes cannot be sold before the necessary approvals and the approved tranche issuance certificate (tertip
ihraç belgesi) are obtained from the CMB. The CMB approval relating to the issuance based upon which the Offering will be conducted was
obtained on March 19, 2013, and the tranche issuance certificate bearing the approval of the CMB relating to the Notes is expected to be
obtained from the CMB on or before the Issue Date.
Under current Turkish tax regulations, withholding tax at the rate of 0% applies to interest on the Notes. See "Taxation-Certain
Turkish Tax Considerations."
The Notes are expected to be rated at issuance "BBB-" by Fitch Ratings Ltd. ("Fitch") and "Ba1" by Moody's Investors Service
Limited ("Moody's" and, together with Fitch and Standard & Poor's Credit Market Services Europe Limited ("Standard & Poor's"), the "Rating
Agencies"). The Rating Agencies have also issued ratings in respect of the Bank, as set out on pages 122 and 123 of this Offering Circular. 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 organization. As of the date of this Offering Circular, each of the Rating Agencies is established in the European Union and is
registered under Regulation (EU) No 1060/2009, as amended.
The Notes are being offered under Rule 144A and Regulation S by each of BNP Paribas, Commerzbank Aktiengesellschaft,
J.P. Morgan Securities plc, Morgan Stanley & Co. International plc and Standard Chartered Bank (each an "Initial Purchaser" and, collectively,
the "Initial Purchasers"), subject to their acceptance and right to reject orders in whole or in part. It is expected that: (a) delivery of the
Rule 144A Notes (as defined below) will be made in book-entry form only through the facilities of The Depository Trust Company ("DTC"),
against payment therefor in immediately available funds on December 10, 2013 (i.e., the fifth Business Day following the date of pricing of the
Notes (such date being referred to herein as the "Issue Date" and such settlement cycle being herein referred to as "T+5")), and (b) delivery of
the Regulation S Notes (as defined below) will be made in book-entry form only through the facilities of Euroclear Bank SA/NV ("Euroclear")
and/or Clearstream Banking, société anonyme ("Clearstream, Luxembourg"), against payment therefor in immediately available funds on the
Issue Date.
Joint Lead Managers
BNP PARIBAS
Commerzbank
J.P. Morgan
Morgan Stanley
Standard Chartered Bank
The date of this Offering Circular is December 6, 2013.

This Offering Circular comprises a prospectus for: (a) the purpose of Article 5 of the Prospectus Directive and (b)
the purpose of giving information with regard to the Bank and the Notes that, according to the particular nature of the Bank
and the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position,
profit and losses and prospects of the Bank and of the rights attaching to the Notes. 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.
RESPONSIBILITY STATEMENT
The Bank accepts responsibility for the information contained in this Offering Circular. To the best of the
knowledge and belief of the Bank (which has taken all reasonable care to ensure that such is the case), the information
contained in this Offering Circular is in accordance with the facts and contains no omission likely to affect the import of such
information.
This Offering Circular is to be read in conjunction with all documents that are deemed to be incorporated herein by
reference (see "Documents Incorporated by Reference"). This Offering Circular shall be read and construed on the basis that
such documents are incorporated in, and form part of, this Offering Circular.
To the fullest extent permitted by law, none of the Initial Purchasers accepts any responsibility for the information
contained or incorporated by reference in this Offering Circular or any other information provided by the Bank in connection
with the Notes or for any statement inconsistent with this Offering Circular made, or purported to be made, by an Initial
Purchaser or on its behalf in connection with the Notes. Each Initial Purchasers 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 has been authorized in connection with the offering of the Notes (or beneficial interests therein) to give
any information or make any representation regarding the Bank, the Initial Purchasers or the Notes other than as contained in
this Offering Circular. Any such representation or information must not be relied upon as having been authorized by the Bank
or the Initial Purchasers.
Neither this Offering Circular nor any other information supplied in connection with the Notes: (a) is intended to
provide the basis of any credit or other evaluation or (b) should be considered as a recommendation by the Bank or any of the
Initial Purchasers that any recipient of this Offering Circular or any other information supplied in connection with the Notes
should invest in the Notes. Each investor contemplating investing in the Notes should: (i) determine for itself the relevance of
the information contained or incorporated in this Offering Circular, (ii) make its own independent investigation of the
financial condition and affairs, and its own appraisal of the creditworthiness, of the Bank and (iii) make its own
determination of the suitability of any such investment in light of its own circumstances, with particular reference to its own
investment objectives and experience, in each case based upon such investigation as it deems necessary. Neither this Offering
Circular nor any other information supplied in connection with the issue of the Notes constitutes an offer or invitation by or
on behalf of the Bank or any of the Initial Purchasers to any person to subscribe for or to purchase any Notes (or beneficial
interests therein).
Neither the delivery of this Offering Circular nor the offering, sale or delivery of the Notes shall in any
circumstances imply that the information contained herein concerning the Bank is correct at any time subsequent to the date
hereof (or, with respect to information stated herein to be as of an earlier date, subsequent to such date) or that any other
information supplied in connection with the Notes is correct as of any time subsequent to the date indicated in the document
containing the same.
None of the Bank, the Initial Purchasers or any of their respective counsel or other representatives is making any
representation to any offeree or purchaser of the Notes (or beneficial interests therein) regarding the legality of any
investment by such offeree or purchaser under applicable legal investment or similar laws. Each investor should consult with
its own advisers as to the legal, tax, business, financial and related aspects of an investment in the Notes.
i

GENERAL INFORMATION
The distribution of this Offering Circular and the offer or sale of Notes may be restricted by law in certain
jurisdictions. The Bank and the Initial Purchasers do not represent that this Offering Circular may be lawfully distributed, or
that the 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 Bank that is intended to permit a public offering of the
Notes or distribution of this Offering Circular in any jurisdiction where action for that purpose is required. Accordingly, no
Notes (or beneficial interests therein) may be offered or sold, directly or indirectly, and neither: (a) this Offering Circular nor
(b) any advertisement or other offering material, may 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
Offering Circular or any Notes (or beneficial interests therein) may come must inform themselves about, and observe, any
such restrictions on the distribution of this Offering Circular and the offering and sale of Notes (or beneficial interests
therein). In particular, there are restrictions on the distribution of this Offering Circular and the offer or sale of Notes (or
beneficial interests therein) in (inter alia) the United States, the European Economic Area (including the United Kingdom),
the Republic of Turkey, Switzerland and Japan. See "Selling Restrictions" and "Transfer Restrictions."
In making an investment decision, investors must rely upon their own examination of the Bank 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 and the Central Bank of Ireland described herein, have not been approved or
disapproved by any other securities commission or other regulatory authority in any other jurisdiction, nor have the foregoing
authorities (other than the Central Bank of Ireland to the extent described herein) approved this Offering Circular or
confirmed the accuracy or determined the adequacy of the information contained in this Offering Circular. Any
representation to the contrary is unlawful.
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 Offering Circular 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 such investment 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
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 behavior 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: (a) the Notes are legal investments for it, (b) its
interest in the Notes can be used as collateral for various types of borrowing and (c) other restrictions apply to its purchase or
pledge of any Notes (or beneficial interests therein). Financial institutions should consult their legal advisers or the
appropriate regulators to determine the appropriate treatment of the investment in the Notes under any applicable risk-based
capital or similar rules. Each investor should be able to bear the economic risk of an investment in the Notes for an indefinite
period of time.
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The Bank has obtained: (a) the CMB approval (dated March 19, 2013 No. 29833736-105.03.01-769 (2768) (the
"CMB Approval"), (b) the letter of the Banking Regulatory and Supervisory Agency (the "BRSA") (dated January 17, 2013
and numbered 20008792.44.2-1497) approving the issuance of the Notes outside of Turkey provided that the Notes are
offered and sold to real persons and legal entities domiciled outside Turkey (the "BRSA Approval") and (c) the letter from the
BRSA (dated December 2, 2013 and numbered 20008792.44.1-29888) approving the qualification of the Notes as secondary
subordinated debt instruments and, accordingly, treatment of the Notes as Tier 2 capital of the Bank as long as they comply
with the requirements of the Regulation on the Equity of Banks (published in the Official Gazette dated November 1, 2006
and numbered 26333), as amended (the "2006 BRSA Regulation"). In addition to the CMB Approval, a tranche issuance
certificate (tertip ihraç belgesi) in respect of the Notes is also required to be obtained by the Bank prior to the issue date of
the Notes. Pursuant to the CMB Approval and the BRSA Approval, the offer, sale and issue of the Notes has been authorized
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 Law numbered 5411 and its related legislation, the Capital Markets Law numbered 6362
and Communiqué No. 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 and the BRSA Approval. Under the CMB Approval, the CMB has authorized the offering, sale and
issue of the 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. Notwithstanding the foregoing, pursuant to the BRSA decision dated May 6,
2010 No. 3665 and in accordance with Decree 32, residents of Turkey may purchase or sell the Notes offshore on an
unsolicited (reverse inquiry) basis in the secondary markets only. Further, pursuant to Article 15(d)(ii) of Decree 32, Turkish
residents may purchase or sell Notes (or beneficial interests therein) offshore on an unsolicited (reverse inquiry) basis in the
secondary markets only; provided that such purchase or sale is made through banks or licensed brokerage institutions
authorized pursuant to the CMB regulations and the purchase price is transferred through banks. As such, Turkish residents
should use banks or licensed brokerage institutions while purchasing the Notes (or beneficial interests therein) and transfer
the purchase price through banks. Monies paid for purchases of Notes are not protected by the insurance coverage provided
by the Savings Deposit Insurance Fund (the "SDIF").
In accordance with Communiqué on Debt Instruments, the Notes are required under Turkish law to be issued in an
electronically registered form in the Central Registry Agency of Turkey (
) (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. The Bank submitted an exemption request through its letter
to the CMB dated July 1, 2013 numbered 1754 and such exemption was granted by the CMB in its letter to the Bank dated
July 30, 2013 numbered 29833736-105.03.01-2414. As a result, this requirement will not be applicable to the Notes.
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 and currency
of the Notes and the country of issuance.
Other than the CMB Approval, the BRSA Approval and the Central Bank of Ireland's approval under the Prospectus
Directive, the Notes have not been approved or disapproved by the US Securities and Exchange Commission (the "SEC"),
any state securities commission or any other US, Turkish, 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 Offering Circular. Any
representation to the contrary may be a criminal offense.
The Notes have not been and will not be registered under the Securities Act or under the securities or "blue sky"
laws of any state of the United States or any other US jurisdiction. Each investor, by purchasing a Note (or a beneficial
interest therein), agrees (or shall be deemed to have agreed) 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 from
the registration requirements thereof described under "Transfer Restrictions." 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, of the Notes (or a beneficial interest therein) that is not made in accordance with the transfer restrictions
may subject the transferor and/or the transferee to certain liabilities under applicable securities laws.
Notes offered and sold to QIBs in reliance upon Rule 144A (the "Rule 144A Notes") will be represented by
beneficial interests in one or more permanent global certificate(s) in fully registered form without interest coupons (each a
"Rule 144A Certificate"). Notes offered and sold in offshore transactions to non-US persons pursuant to Regulation S (the
iii

"Regulation S Notes") will be represented by beneficial interests in a permanent global certificate in fully registered form
without interest coupons (the "Regulation S Certificate" and, with the Rule 144A Certificates, the "Global Certificates").
The Regulation S Certificate will be deposited on or about the Issue Date with a common depositary (the "Common
Depositary") for Euroclear and Clearstream, Luxembourg, and will be registered in the name of the Common Depositary (or
a nominee thereof). Except as described in this Offering Circular, beneficial interests in the Regulation S Certificate will be
represented through accounts of financial institutions acting on behalf of beneficial owners as direct and indirect
accountholders in Euroclear and Clearstream, Luxembourg. The Rule 144A Certificate(s) will be deposited on or about the
Issue Date with The Bank of New York Mellon, New York Branch, in its capacity as custodian (the "Custodian") for, and
will be registered in the name of Cede & Co. as nominee of, DTC. Except as described in this Offering Circular, beneficial
interests in the Rule 144A Certificate(s) will be represented through accounts of financial institutions acting on behalf of
beneficial owners as direct and indirect participants in DTC. Except as described in this Offering Circular, 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 relating to the Notes to be dated the Issue Date (the "Agency Agreement").
An application has been made to the Irish Stock Exchange to admit the Notes to listing on the Official List and
trading on the Main Securities Market; however, no assurance can be given that such application will be accepted.
In connection with the issue of the Notes, J.P. Morgan Securities plc (the "Stabilizing Manager") (or persons acting
on behalf of the Stabilizing 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 Stabilizing
Manager (or persons acting on behalf of the Stabilizing Manager) will undertake any stabilization action. Any stabilization
action may begin on or after the date on which adequate public disclosure of the terms of the offer of the 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 Notes. Any stabilization action or over-allotment must be conducted by the Stabilizing
Manager (or persons acting on behalf of the Stabilizing 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 authorized by the CMB.
Reference is made to the "Index of Terms" for the location of the definitions of certain terms defined herein.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Some statements in this Offering Circular may be deemed to be forward-looking statements (including as that term
is defined in the US Private Securities Litigation Reform Act of 1995). Forward-looking statements include statements
concerning the Issuer's plans, objectives, goals, strategies, future operations and performance and the assumptions underlying
these forward-looking statements. When used in this Offering Circular, the words "anticipates," "estimates," "expects,"
"believes," "intends," "plans," "aims," "seeks," "may," "will," "should" and any similar expressions generally identify
forward-looking statements. These forward-looking statements are contained in the sections entitled "Risk Factors,"
"Management's Discussion and Analysis of Financial Condition and Results of Operations," "Business of the Group" and
other sections of this Offering Circular and include, but are not limited to, statements regarding:
·
strategy and objectives,
·
trends affecting the Group's results of operations and financial condition,
·
asset portfolios,
·
loan loss reserves,
·
capital spending,
·
legal proceedings, and
iv

·
the Group's potential exposure to market risk and other risk factors.
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 certain of the material risks inherent in these forward-looking statements and these are set
out under "Risk Factors."
The Bank has based these forward-looking statements on the current view of its management with respect to future
events and financial performance. Although the Bank believes that the expectations, estimates and projections reflected in its
forward-looking statements are reasonable as of the date of this Offering Circular, if one or more of the risks or uncertainties
materialize, including those identified below or which the Bank has otherwise identified in this Offering Circular, or if any of
the Bank's underlying assumptions prove to be incomplete or inaccurate, then the Bank's actual results of operation may vary
from those expected, estimated or predicted and those variations may be material.
There may be other risks, including some risks of which the Bank is unaware, that could adversely affect the
Group's results or the accuracy of forward-looking statements in this Offering Circular. Therefore, potential investors should
not consider the factors discussed under "Risk Factors" to be a complete discussion of all potential risks or uncertainties of
investing in the Notes.
Potential investors should not place undue reliance upon any forward-looking statements. Without prejudice to any
requirements under applicable laws and regulations, the Bank expressly disclaims any obligation or undertaking to
disseminate after the date of this Offering Circular any updates or revisions to any forward-looking statements contained
herein to reflect any change in expectations thereof or any change in events, conditions or circumstances on which any such
forward-looking statement is based.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE
HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES ANNOTATED (THE
"RSA") WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY
REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY
THE NEW HAMPSHIRE SECRETARY OF STATE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE,
COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR
EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE NEW HAMPSHIRE
SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR
RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL
TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY
REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
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 No: 5411 and other
regulations, circulars, communiqués and pronouncements in respect of accounting and financial reporting and
pronouncements made by the BRSA (collectively, the "BRSA Principles").
The Bank's consolidated and unconsolidated annual statutory financial statements as of and for the years ended
December 31, 2010, 2011 and 2012 (the "BRSA Annual Financial Statements") and unaudited interim consolidated and
unconsolidated financial statements for the nine month period ended September 30, 2012 and 2013 (the "BRSA Interim
Financial Statements" and, together with the BRSA Annual Financial Statements, the "BRSA Financial Statements") have
been prepared and presented in accordance with BRSA Principles. 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
v

financial statements in accordance with the generally accepted accounting principles and the related legislation applicable in
the countries in which they operate.
The BRSA Financial Statements are prepared on a historical cost basis except for: (a) financial assets at fair value
through profit or loss (including financial liabilities held for trading), financial assets available-for-sale, derivative financial
instruments and equity participations quoted on stock exchanges, which are presented on a fair value basis if reliable
measures are available, and (b) loans, investments categorized as held-to-maturity and other financial assets, which are
presented at amortized cost.
The BRSA Annual Financial Statements as of and for the years ended December 31, 2010, 2011 and 2012 have been
("KPMG"). See KPMG's reports included with the BRSA Financial Statements attached to (or incorporated by reference
into) this Offering Circular. According to BRSA regulations, the Bank was required to rotate its external auditors. As a result,
KPMG was appointed as the Bank's external auditors as of December 17, 2009 for three years (i.e., financial statements for
2010, 2011 and 2012), and as of March 29, 2013 was appointed again for three years (i.e., for 2013, 2014 and 2015). See
"Risk Factors Risks Relating to the Group and its Business Audit Qualification."
The BRSA Interim Financial Statements as of and for the nine month periods ended September 30, 2012 and 2013
have been reviewed by KPMG in accordance with the "Regulation on Authorization and Activities of Institutions to Perform
External Audit in Banks" published in the Official Gazette no: 26333 on November 1, 2006 and the International Standards
on Auditing. See KPMG's report included with the BRSA Interim Financial Statements attached to this Offering Circular.
With respect to the unaudited BRSA Interim Financial Statements as of and for the nine month period ended September 30,
2013 (with the nine months ended September 30, 2012 as the comparative period), KPMG has reported that they applied
limited procedures in accordance with professional standards for a review of such information; however, their report states
that they did not audit and they do not express an opinion on that interim financial information. Accordingly, the degree of
reliance upon their report on such information should be restricted in light of the limited nature of the review procedures
applied. See "Management's Discussion and Analysis of Financial Condition and Results of Operation Audit
Qualification."
Unless otherwise indicated, the financial information presented herein is based upon the BRSA Financial Statements
attached hereto (or incorporated by reference herein) and have been extracted from the BRSA Financial Statements without
material adjustment. The BRSA Financial Statements attached to (or incorporated by reference into) this Offering Circular,
all of which are in English, were prepared as convenience translations of the Turkish language BRSA Financial Statements
(which translations the Bank confirms were direct and accurate). Such English language BRSA Financial Statements were
not prepared for the purpose of their attachment to this Offering Circular.
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 International Financial Reporting Standards ("IFRS"), the Bank's management
has elected to publish annual (consolidated and unconsolidated) and semi-annual (consolidated only) financial statements that
have been prepared in accordance with IFRS. 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 information in this Offering Circular is based upon the BRSA Financial
Statements, the Group's IFRS audited financial statements as of and for the years ended December 31, 2010, 2011 and 2012
(collectively, the "IFRS Financial Statements") have been incorporated herein by reference.
The Bank utilizes several internal definitions of small and medium-sized enterprise ("SME") based upon criteria
including annual turnover, credit limits and/or average assets under management, among others; however, with respect to
certain published financial information concerning SMEs, the Bank uses the BRSA definition of SME (as defined in the
Regulation on SMEs, their Definitions, Qualifications and Classification published in the Official Gazette dated
November 18, 2005, numbered 25997) in order to render such data comparable to that of other Turkish banks. Such BRSA
definition of SME includes companies with an annual turnover or total balance sheet assets of less than or equal to TL 40
million (increased from TL 25 million as of November 4, 2012) and companies with less than 250 employees (the "BRSA
SME Definition"); it being understood that all information herein referencing the BRSA SME Definition utilizes the earlier
definition for information through November 4, 2012 and the current definition thereafter.
vi

The Bank utilizes several internal definitions of corporate customers based upon criteria including annual sales
and/or credit limits, among others; however, with respect to certain published financial information concerning corporate
customers, the Bank defines corporate customers as those companies that are larger than SMEs (in terms of annual turnover,
total assets or number of employees) as defined by the BRSA SME Definition in order to render such data comparable to that
of other Turkish banks (the "Corporate Definition").
Certain figures included in, or incorporated by reference into, this Offering Circular have been subject to rounding
adjustments (e.g., certain US 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. The Bank's 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 Offering
Circular.
Non-GAAP 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 Offering Circular 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.
For the Group, these non-GAAP measures include (without limitation): net interest margin, adjusted net interest
margin, net yield, adjusted net interest income as a percentage of average interest-earning assets, cost-to-income ratio, cost-
to-income ratio if income were calculated without subtracting impairment losses, operating expenses as a percentage of total
assets, liquid assets as a percentage of total deposits, free capital ratio, allowance for possible loan losses to non-performing
loans, return on average total assets, return on average shareholders' equity, average spread, the amount of net allowances
charged to operating expenses, the increase of operating expenses if impairment losses and foreign exchange losses are
excluded, average total assets, average shareholders' equity, average shareholders' equity as a percentage of average total
assets and non-recurring items in income statement. Refer to the "Overview - The Group," "Summary Financial and Other
Information," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Selected
Statistical and Other Information" and "Business of the Group" sections of this Offering Circular for an additional discussion
of the specific adjustments applied in reconciliation to the directly comparable GAAP measures.
The non-GAAP measures included in this Offering Circular 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.
vii

Currency Presentation and Exchange Rates
In this Offering Circular, 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, and
·
"U.S. Dollars," "US$" and "$" refer to United States dollars.
No representation is made that the Turkish Lira or Dollar amounts in this Offering Circular could have been or could
be converted into Dollars or Turkish Lira, as the case may be, at any particular rate or at all. For a discussion of the effects on
the Group of fluctuating exchange rates, see "Risk Factors Risks Relating to the Group and its Business Foreign
Exchange and Currency Risk" and "Management's Discussion and Analysis of Financial Condition and Results of
Operations."
Certain Defined Terms, Conventions and Other Considerations in Relation to the Presentation of Information in this Offering
Circular
Capitalized terms that are used but not defined in any particular section of this Offering Circular will have the
meaning attributed thereto in "Terms and Conditions of the Notes" or any other section of this Offering Circular.
In this Offering Circular, "Bank
Group" means the
Bank and its consolidated subsidiaries (and, with respect to accounting information, other consolidated entities).
In this Offering Circular, all average balance sheet amounts are derived from the average of the opening and closing
balances for the applicable period except to the extent specifically set forth herein.
All of the information contained in this Offering Circular concerning the Turkish market and the Bank's competitors
has been obtained (and extracted without material adjustment) from publicly available information. Certain information
under the heading "Book-Entry Clearance Systems" has been extracted from information provided by the clearing systems
referred to therein. Where third-party information has been used in this Offering Circular, the source of such information has
been identified. The Bank 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 Offering Circular, while believed to be reliable, has not been independently verified by the Bank or any
other party.
The language of this Offering Circular 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.
All data relating to the Turkish banking sector in this Offering Circular have been obtained from the BRSA's
website at www.bddk.org.tr, the Banks Association of Turkey's website at www.tbb.org.tr or the website of the Interbank
Card Center (Bankalararasi Kart Merkezi), and all data relating to the Turkish economy, including statistical data, have been
obtained from the website of the Turkish Statistical Institute (
) ("TurkStat") at www.turkstat.gov.tr,
the website of the Central Bank of Turkey (
) (the "Central Bank") at www.tcmb.gov.tr,
the Turkish Treasury's website at www.hazine.gov.tr or the European Banking Federation's website at www.ebf.fbe.eu. Such
data have been extracted from such websites without material adjustment, but may not appear in the exact same form on such
websites or elsewhere. Such websites do not, and should not be deemed to, constitute a part of, or be incorporated into, this
Offering Circular.
viii

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 Program The Group," "Business of the Group" and "Ownership" has been based upon public filings and
announcements by such shareholders.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents that have previously been published and have been filed with the Central Bank of Ireland
shall be incorporated in, and form part of, this Offering Circular:
·
the independent auditors' review report and unaudited unconsolidated BRSA Interim Financial Statements
of the Bank for the nine month period ended September 30, 2013,
·
the independent auditors' audit report and audited consolidated BRSA Financial Statements of the Group
for the year ended December 31, 2010,
·
the independent auditors' audit report and audited unconsolidated BRSA Financial Statements of the Bank
for the year ended December 31, 2012,
·
the independent auditors' audit report and audited unconsolidated BRSA Financial Statements of the Bank
for the year ended December 31, 2011,
·
the independent auditors' audit report and audited unconsolidated BRSA Financial Statements of the Bank
for the year ended December 31, 2010,
·
the independent auditors' audit report and audited consolidated IFRS Financial Statements of the Group for
the year ended December 31, 2012,
·
the independent auditors' audit report and audited consolidated IFRS Financial Statements of the Group for
the year ended December 31, 2011, and
·
the independent auditors' audit report and audited consolidated IFRS Financial Statements of the Group for
the year ended December 31, 2010.
Any documents, websites and other sources themselves incorporated by reference in the documents incorporated by
reference in this Offering Circular do not (and shall not be deemed to) form part of this Offering Circular.
Copies of documents incorporated by reference in this Offering Circular are available on the Bank's website at
http://www.isbank.com.tr/English/content/EN/Investor_Relations/Publications_and_Results/Financial_Statements/TAS_bank
-only-406-401.aspx
(with
respect
to
the
Bank's
BRSA
Financial
Statements),
http://www.isbank.com.tr/English/content/EN/Investor_Relations/Publications_and_Results/Financial_Statements/TAS_cons
olidated-407-401.aspx
(with
respect
to
the
Group's
BRSA
Financial
Statements)
and
http://www.isbank.com.tr/English/content/EN/Investor_Relations/Publications_and_Results/Financial_Statements/IFRS_full
y_consolidated-405-401.aspx (with respect to the IFRS Financial Statements) (such website is not, and should not be deemed
to, constitute a part of, or be incorporated into, this Offering Circular).
AVAILABLE INFORMATION
THE BANK WILL UNDERTAKE IN A DEED POLL TO BE ENTERED INTO ON THE ISSUE DATE THAT,
FOR SO LONG AS ANY NOTES ARE "RESTRICTED SECURITIES" WITHIN THE MEANING OF RULE 144(a)(3)
UNDER THE SECURITIES ACT, IT WILL, DURING ANY PERIOD IN WHICH IT IS NEITHER SUBJECT TO AND IN
ix