Bond Türkiye ?? Bankas? 5.375% ( US900151AH41 ) in USD

Issuer Türkiye ?? Bankas?
Market price 100 %  ⇌ 
Country  Turkey
ISIN code  US900151AH41 ( in USD )
Interest rate 5.375% per year ( payment 2 times a year)
Maturity 05/10/2021 - Bond has expired



Prospectus brochure of the bond Turkiye Is Bankasi US900151AH41 in USD 5.375%, expired


Minimal amount 200 000 USD
Total amount 750 000 000 USD
Cusip 900151AH4
Standard & Poor's ( S&P ) rating N/A
Moody's rating N/A
Detailed description Türkiye ?? Bankas? is a major Turkish multinational banking and financial services corporation, the oldest and largest privately owned bank in Turkey.

This financial article details a specific fixed-income instrument issued by Turkiye Is Bankasi. Turkiye Is Bankasi, commonly recognized as Isbank, is a cornerstone of the Turkish financial sector, distinguished as one of the country's largest and most established commercial banks. Founded by Mustafa Kemal Atatürk, Isbank has historically played a pivotal role in Turkey's economic growth, offering a comprehensive array of banking and financial services across retail, corporate, and investment segments. The bond under review, identified by ISIN US900151AH41 and CUSIP 900151AH4, was a US Dollar-denominated obligation originating from Turkey. It featured an annual interest rate of 5.375%, with interest payments distributed semi-annually. The total issuance size for this bond was significant, reaching $750,000,000, and it was structured with a minimum purchase amount of $200,000. Its historical market valuation was noted at 100% of its par value. This bond reached its full maturity on October 5, 2021, and has since been successfully redeemed, signaling the completion of the issuer's financial commitment to its bondholders.







TÜRKYE BANKASI A..
Issue of US$750,000,000 5.375% Notes due 2021
under its US$7,000,000,000 Global Medium Term Note Program
Issue price: 99.540%
The US$750,000,000 5.375% Notes due 2021 (the "Notes") are being issued by Türkiye Bankasi A.., a banking institution
organized as a public joint stock company under the laws of Turkey and registered with the stanbul Trade Registry under
number 431112 (the "Bank" or the "Issuer") under its US$7,000,000,000 Global Medium Term Note Program (the "Program").
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 to qualified institutional buyers (each a "QIB") as defined in, and in
reliance upon, Rule 144A under the Securities Act ("Rule 144A") and (b) for sale in offshore transactions to persons who are not U.S.
persons 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" herein and "Subscription and Sale and Transfer and Selling
Restrictions" in the Base Prospectus (as defined under "Documents Incorporated by Reference" below).
AN INVESTMENT IN THE NOTES INVOLVES CERTAIN RISKS. SEE "RISK FACTORS" HEREIN.
The Notes will bear interest from (and including) April 6, 2016 (the "Issue Date") to (but excluding) October 6, 2021 (the
"Maturity Date") at a fixed rate of 5.375% per annum. Interest will be payable semi-annually in arrear in equal installments on the
6th day of each April and October in each year (each an "Interest Payment Date") 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 but without any further interest or other payment being made in respect of such delay. Principal of the Notes
is scheduled to be repaid on the Maturity Date, but may be repaid earlier under certain circumstances described herein and in the
Base Prospectus. For a more detailed description of the Notes, see "Terms and Conditions of the Notes" herein.
This prospectus (this "Prospectus") has been approved by the Central Bank of Ireland, as competent authority under
Directive 2003/71/EC as amended (including the amendments made by Directive 2010/73/EU) (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 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. Application has been made to the Irish Stock Exchange plc (the "Irish Stock Exchange") for the Notes to be
admitted to its official list (the "Official List") and trading on its regulated market (the "Main Securities Market"); however, no
assurance can be given that such application will be accepted. 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 trading on the Main Securities Market.
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 approved issuance certificate (ihraç belgesi) and the
approved tranche issuance certificate (tertip ihraç belgesi) have been obtained from the CMB. The CMB issuance certificate
relating to the issuance of notes under the Program based upon which the offering of the Notes is conducted was obtained on
February 16, 2016 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.
The Notes are expected to be rated at issuance "BBB-" by Fitch Ratings Ltd. ("Fitch") and "Baa3" (negative outlook) by Moody's
Investors Service Limited ("Moody's" and, together with Fitch and Standard & Poor's Credit Market Services Europe Limited, the
"Rating Agencies"). The Bank has also been rated by the Rating Agencies, as set out on page 153 of the Base Prospectus (as
supplemented). Each of the Rating Agencies is established in the EU and is registered under Regulation (EU) No 1060/2009, as
amended (the "CRA Regulation"). As such, each of the Rating Agencies is included in the list of credit rating agencies published by
the European Securities and Markets Authority on its website (at http://www.esma.europa.eu/page/List-registered-and-certified-
CRAs) in accordance with the CRA Regulation. A security rating is not a recommendation to buy, sell or hold securities and may be
subject to suspension, reduction or withdrawal at any time by the assigning rating agency.
The Notes are being offered in reliance upon Rule 144A and Regulation S by each of Deutsche Bank AG, London Branch, HSBC
Bank plc, ING Bank N.V., London Branch, J.P. Morgan Securities plc and Société Générale (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 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 the Issue Date (i.e., the fifth Business Day following the date
of pricing of the Notes; such settlement cycle being referred to herein as "T+5")), and (b) delivery of the Regulation S Notes will be
made in book-entry form only through the facilities of Euroclear Bank SA/NV ("Euroclear") and/or Clearstream Banking S.A.
("Clearstream, Luxembourg"), against payment therefor in immediately available funds on the Issue Date.
Joint Lead Managers
Deutsche Bank
HSBC
ING
J.P. Morgan
Société Générale
Corporate & Investment Banking
The date of this Prospectus is April 5, 2016.


This 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.
This Prospectus is to be read in conjunction with all documents (or parts thereof) that are
incorporated herein by reference (see "Documents Incorporated by Reference"). This Prospectus
shall be read and construed on the basis that such documents (or, as applicable, the indicated
parts thereof) are incorporated in, and form part of, this Prospectus.
The Issuer confirms that: (a) this Prospectus (including the information incorporated herein by
reference) contains all information that in its view is material in the context of the issuance and
offering of the Notes (or beneficial interests therein), (b) the information contained in, or incorporated
by reference into, this Prospectus is true and accurate in all material respects and is not misleading, (c)
any opinions, predictions or intentions expressed in this Prospectus (or in any of the documents (or
portions thereof) incorporated herein by reference) on the part of the Issuer are honestly held or made
by the Issuer and are not misleading in any material respects, and there are no other facts the omission
of which would make this Prospectus or any of such information or the expression of any such
opinions, predictions or intentions misleading in any material respect, and (d) all reasonable enquiries
have been made by the Issuer to ascertain such facts and to verify the accuracy of all such information
and statements.
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.
To the fullest extent permitted by law, none of the Initial Purchasers accepts any responsibility for the
information contained in, or incorporated by reference into, this Prospectus or any other information
provided by the Issuer in connection with the Notes or for any statement made, or purported to be
made, by an Initial Purchaser or on its behalf in connection with the Issuer or the issue and offering of
the Notes (or beneficial interests therein). Each Initial Purchaser 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. The Initial Purchasers expressly do not
undertake to review the financial condition or affairs of the Issuer during the life of the Notes or to
advise any investor or potential investor in the Notes of any information coming to their attention.
No person is or has been authorized by the Issuer to give any information or to make any
representation not contained in or not consistent with this Prospectus or any other information
supplied in connection with the Notes and, if given or made, such information or representation must
not be relied upon as having been authorized by the Issuer or any of the Initial Purchasers.
Neither this Prospectus 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 Issuer or any of the Initial Purchasers that any recipient of this Prospectus 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 in, or incorporated into, this Prospectus, (ii) make its own independent investigation of the
financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer 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, and any other factors that
may be relevant to it in connection with such investment, in each case based upon such investigation
as it deems necessary.
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Neither this Prospectus nor any other information supplied in connection with the Notes or the issue
of the Notes constitutes an offer of, or an invitation by or on behalf of the Issuer or any of the Initial
Purchasers to any person to subscribe for or purchase, any Notes (or beneficial interests therein). This
Prospectus is intended only to provide information to assist potential investors in deciding whether or
not to subscribe for or purchase Notes (or beneficial interests therein) in accordance with the terms
and conditions specified by the Initial Purchasers.
Neither the delivery of this Prospectus nor the offering, sale or delivery of the Notes (or beneficial
interests therein) shall in any circumstances imply that the information contained herein concerning
the Issuer is correct at any time subsequent to the date hereof (or, if such information is stated to be as
of an earlier date, subsequent to such earlier 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.
The distribution of this Prospectus and the offer or sale of Notes (or beneficial interests therein) may
be restricted by law in certain jurisdictions. The Issuer and the Initial Purchasers do not represent that
this Prospectus may be lawfully distributed, or that the Notes (or beneficial interests therein) 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 Issuer that
is intended to permit a public offering of the Notes (or beneficial interests therein) or distribution of
this Prospectus in any jurisdiction in which action for that purpose is required. Accordingly: (a) no
Notes (or beneficial interests therein) may be offered or sold, directly or indirectly, and (b) neither this
Prospectus nor any advertisement or other offering material may be distributed or published in any
jurisdiction except under circumstances that will result in compliance with all applicable laws and
regulations. Persons into whose possession this Prospectus or any Notes (or beneficial interests
therein) may come must inform themselves about, and observe, any such restrictions on the
distribution of this Prospectus, any advertisement or other offering material and the offering and sale
of Notes (or beneficial interests therein). In particular, there are restrictions on the distribution of this
Prospectus and the offer or sale of Notes (or beneficial interests therein) in the United States, the
European Economic Area (including the United Kingdom), the Republic of Turkey, Japan, the
People's Republic of China (the "PRC"), Hong Kong and Switzerland. See "Plan of Distribution"
herein and "Subscription and Sale and Transfer and Selling Restrictions" in the Base Prospectus.
In making an investment decision, investors must rely upon their own examination of the Issuer and
the terms of the Notes, 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 Turkey or any other jurisdiction, nor
have the foregoing authorities (other than the Central Bank of Ireland to the extent described herein)
approved this Prospectus or confirmed the accuracy or determined the adequacy of the information
contained in this Prospectus. Any representation to the contrary might be unlawful.
None of the Initial Purchasers or the Issuer makes any representation to any investor in the Notes
regarding the legality of its investment under any applicable laws. Any investor in the Notes should be
able to bear the economic risk of an investment in the Notes for an indefinite period of time.
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:
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(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 in, or incorporated by
reference into, this Prospectus,
(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 and 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, 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) the Notes (or beneficial interests therein) can be used by it 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 investments in the Notes under
any applicable risk-based capital or similar rules. Each potential investor should consult its own
advisers as to the legal, tax, business, financial and related aspects of an investment in the Notes.
GENERAL INFORMATION
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 U.S. jurisdiction. Each investor, by
purchasing a Note (or a beneficial interest therein), agrees (or will 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 relevant exemptions from the registration
requirements thereof described herein and under "Subscription and Sale and Transfer and Selling
Restrictions" in the Base Prospectus. Each investor in the Notes also will be deemed to have made
certain representations and agreements as described in the Base Prospectus. 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 might subject the transferor and/or
transferee to certain liabilities under applicable securities laws.
The Issuer has obtained the approved issuance certificate (ihraç belgesi) from the CMB (dated
February 16, 2016 and numbered 29833736-100-E.1848 (the "CMB Approval") and the Banking
Regulation and Supervision Agency (the "BRSA") approval dated January 14, 2016 and numbered
20008792-101.01[44]-E.531 (the "BRSA Approval" and, together with the CMB Approval, the
"Approvals") required for the issuance of the Notes. In addition to the Approvals, a tranche issuance
certificate (tertip ihraç belgesi) in respect of the Notes is required to be obtained from the CMB by
the Issuer on or before the Issue Date. As the Issuer is required to maintain all authorizations and
approvals of the CMB necessary for the offer, sale and issue of notes under the Program, the scope of
the Approvals might be amended and/or new approvals from the CMB and/or the BRSA might be
obtained from time to time. Pursuant to the Approvals, the offer, sale and issue of the Notes have 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 (the
"Banking Law") and its related legislation, the Capital Markets Law numbered 6362 and
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Communiqué II-31.1 on Debt Instruments of the CMB (the "Communiqué on Debt Instruments") and
its related legislation. The tranche issuance certificate from the CMB relating to the approval of the
issue of the Notes is expected to be obtained on or before the Issue Date.
In addition, the Notes (or beneficial interests therein) may only be offered or sold outside of Turkey in
accordance with the Approvals. Under the CMB Approval, the CMB has authorized the offering, sale
and issue of the Notes on the condition that no transaction that qualifies as a sale or offering of Notes
(or beneficial interests therein) in Turkey may be engaged in. Notwithstanding the foregoing, pursuant
to the BRSA decision No. 3665 dated May 6, 2010 and in accordance with Decree 32, residents of
Turkey may purchase or sell Notes (as they are denominated in a currency other than Turkish Lira) (or
beneficial interests therein) in offshore transactions 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; provided that such purchase or sale is made through licensed banks or licensed brokerage
institutions authorized pursuant to the BRSA and/or CMB regulations and the purchase price is
transferred through such banks. As such, Turkish residents should use licensed banks authorized by
the BRSA or licensed brokerage institutions while purchasing the Notes (or beneficial interests
therein) and should transfer the purchase price through such banks.
Monies paid for purchases of Notes (or beneficial interests therein) are not protected by the insurance
coverage provided by the Savings Deposit Insurance Fund (the "SDIF") of Turkey.
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 in the CMB Approval. As a result, this requirement will not
be applicable to the Notes since they are being 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 Tranche of Notes of the amount, Issue Date, ISIN code,
interest commencement date, maturity date, interest rate, name of the custodian and currency of the
Notes and the country of issuance.
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 Rule 144A Global Note(s) (as defined in the Base
Prospectus). Notes offered and sold in offshore transactions to persons who are not U.S. persons
pursuant to Regulation S (the "Regulation S Notes") will be represented by beneficial interests in a
Regulation S Global Note (as defined in the Base Prospectus and, together with the Rule 144A Global
Note(s), the "Global Notes").
The Regulation S Global Note 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 a nominee of the Common Depositary. Except as described in this Prospectus, beneficial
interests in the Regulation S Global Note 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 Global Note(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 Prospectus, beneficial interests in the Rule 144A Global Note(s) will be represented
through accounts of financial institutions acting on behalf of beneficial owners as direct and indirect
participants in DTC.
In connection with the issue of the Notes, J.P. Morgan Securities plc (the "Stabilization Manager")
(or persons acting on behalf of the Stabilization Manager) may over-allot Notes or effect transactions
4


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 Stabilization Manager (or persons acting on
behalf of the Stabilization Manager) will undertake any stabilization action. Any stabilization or over-
allotment 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 Stabilization Manager (or persons
acting on behalf of the Stabilization 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.
In this Prospectus, "Bank" means Türkiye Bankasi A.. on a standalone basis and "Group" means
the Bank and its subsidiaries (and, with respect to consolidated accounting information, its
consolidated entities).
In this Prospectus, 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.
The language of this Prospectus 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 laws. In particular, but without limitation, the titles of Turkish legislation and
the names of Turkish institutions referenced herein (and in the documents incorporated herein by
reference) have been translated from Turkish into English. The translations of these titles and names
are direct and accurate.
Where third-party information has been used in this Prospectus, 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 reproduced information inaccurate or misleading. Without prejudice to
the generality of the foregoing statement, third-party information in this Prospectus, while believed to
be reliable, has not been independently verified by the Bank or any other party.
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TABLE OF CONTENTS
RISK FACTORS .................................................................................................................................... 7
DOCUMENTS INCORPORATED BY REFERENCE........................................................................ 18
OVERVIEW OF THE OFFERING...................................................................................................... 21
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS ............................................................................................................. 27
SELECTED STATISTICAL AND OTHER INFORMATION ........................................................... 63
TERMS AND CONDITIONS OF THE NOTES ................................................................................. 79
U.S. TAXATION.................................................................................................................................. 84
PLAN OF DISTRIBUTION ................................................................................................................. 88
LEGAL MATTERS.............................................................................................................................. 91
OTHER GENERAL INFORMATION................................................................................................. 92
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RISK FACTORS
Prospective investors in the Notes should consider carefully the information contained in this
Prospectus and the documents (or parts thereof) that are incorporated herein by reference, and in
particular should consider all the risks inherent in making such an investment, including the
information under the heading "Risk Factors" on pages 13 to 44 (inclusive) of the Base Prospectus (as
supplemented through the date hereof) (the "Program Risk Factors"), before making a decision to
invest. In investing in the Notes, investors assume the risk that the Issuer may become insolvent or
otherwise be unable to make all payments due in respect of the Notes. There is a wide range of factors
that individually or together could result in the Issuer becoming unable to make all payments due in
respect of the Notes. It is not possible to identify all such factors or to determine which factors are
most likely to occur as the Issuer may not be aware of all relevant factors and certain factors that it
currently deems not to be material might become material as a result of the occurrence of events
outside the Issuer's control. The Issuer has identified in the Program Risk Factors a number of factors
that could materially adversely affect its business and ability to make payments due under the Notes.
In addition, a number of factors that are material for the purpose of assessing the market risks
associated with the Notes are also described in the Program Risk Factors. Prospective investors should
also read the detailed information set out elsewhere in (or incorporated by reference into) this
Prospectus and reach their own views prior to making any investment decision; however, the Bank
does not represent that the risks set out in the Program Risk Factors or herein are exhaustive or that
other risks might not arise in the future.
The Program Risk Factors are (except to the extent noted otherwise herein) incorporated by reference
into this Prospectus and for these purposes, references in the Program Risk Factors to "Notes" shall be
construed as references to the Notes described in this Prospectus.
In addition, for purposes of the Notes the Program Risk Factors shall be deemed to be revised as
follows (with corresponding changes being deemed to be made elsewhere in the Base Prospectus):
(a)
the first sentence of the third paragraph of the risk factor entitled "Risk Factors ­ Political,
Economic and Legal Risks relating to Turkey ­ Emerging Market Risks" in the Base
Prospectus is hereby deemed to be deleted in its entirety and replaced by the following:
Investors' interest in Turkey might be negatively affected by events in other emerging
markets or the global economy in general (for example, volatility in the emerging markets,
monetary policies in the United States and the eurozone, continued violence in Syria and Iraq
or a slowdown in China's growth).
(b)
the second paragraph of the risk factor entitled "Risk Factors ­ Political, Economic and Legal
Risks relating to Turkey ­ Political Developments" in the Base Prospectus is hereby deemed
to be deleted in its entirety and replaced by the following:
Beginning in 2013, Turkish politics have been particularly volatile, with political protests and
disputes affecting market and economic conditions. Such political instability and related
events, including investigations, might have resulted in increased perceptions of political risk
for investors and companies operating in Turkey. These recent circumstances, which
coincided with the U.S. Federal Reserve's decision to reduce monthly asset purchases,
contributed to significant declines in the value of the Turkish stock market and the Turkish
Lira. While the Bank's management does not believe that these events have had a material
long-term negative impact on Turkey's economy or the Group's business, financial condition
and/or results of operation, it is possible that these or other political circumstances could have
such a result and/or a negative impact on investors' perception of Turkey, the strength of the
Turkish economy and/or the value and/or price of an investment in the Notes.
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(c)
the risk factor entitled "Risk Factors ­ Political, Economic and Legal Risks relating to Turkey
­ Turkish Economy" in the Base Prospectus is hereby deemed to be deleted in its entirety and
replaced with the following:
Turkish Economy ­ The Turkish economy is subject to significant macro-economic risks
As of each of December 31, 2014 and 2015, approximately 95.4% of the Group's total assets
were in Turkey and the majority of the Group's operations are in Turkey. As a result, the
Group's business and results of operations are affected by general economic conditions in
Turkey.
Since the early 1980s, the Turkish economy has undergone a transformation from a highly
protected and regulated system to a more open market system. Although the Turkish economy
has generally responded positively to this transformation, it has experienced severe macro-
economic imbalances, including significant current account deficits, and high levels of
unemployment. While the Turkish economy has been significantly stabilized due, in part, to
support from the International Monetary Fund, Turkey might experience a further significant
economic crisis in the future, which could have a material adverse effect on the Group's
business, financial condition and/or results of operations.
Since the implementation of fiscal and monetary measures in 2009, Turkey's GDP has been
growing, albeit at lower levels in recent years (source: Turkstat). In January 2016, the
government announced a three year medium-term economic program from 2016 to 2018.
Under this program, the government set growth targets of 4.5% for 2016 and 5.0% for each of
2017 and 2018, as well as a gradual decrease in the net public debt to GDP ratio, according to
the Ministry of Development. There can be no assurance that these targets will be reached,
that the Turkish government will continue to implement its current and proposed economic
and fiscal policies successfully or that the economic growth achieved in recent years will
continue considering external and internal circumstances, including the Central Bank's efforts
to curtail inflation and simplify monetary policy, the current account deficit and
macroeconomic and political factors, such as changes in oil prices and uncertainty related
with conflicts in Iraq and Syria (See "Risks Relating with Turkey - Terrorism and Conflicts").
Any of these developments might cause Turkey's economy to experience macro-economic
imbalances, which might impair the Group's business strategies and/or have a material
adverse effect on the Group's business, financial condition and/or results of operations. For
more details on recent developments in Turkey's economy, see "-Global Financial Crisis and
Eurozone Crisis" below and the discussion of increases in interest rates in "-High Current
Account Deficit" below.
Should Turkey's economy experience adverse macro-economic conditions, it could have a
material adverse impact on the Group's business, financial condition and/or results of
operations.
(d)
the second paragraph of the risk factor entitled "Risk Factors ­ Political, Economic and Legal
Risks relating to Turkey ­ Terrorism and Conflicts" in the Base Prospectus is hereby deemed
to be amended by the addition of the following at the end thereof:
Since July 2015, Turkey has been subject to a number of bombings, including in a tourist-
focused center in stanbul and in the city center in Ankara, which have resulted in several
casualties. Such incidents may continue to occur.
8


(e)
the fourth paragraph of the risk factor entitled "Risk Factors ­ Political, Economic and Legal
Risks relating to Turkey ­ Terrorism and Conflicts" in the Base Prospectus is hereby deemed
to be amended by the addition of the following at the end thereof:
In July 2015, following a suicide bombing in a Turkish town bordering Syria, Turkey began
air strikes against the PKK in northern Iraq, which marked the beginning of a period of
elevated tension. The PKK has since been suspected of further bombings in Turkey, and the
clashes between Turkish security forces and the PKK have intensified in the southeastern part
of Turkey. The intensifying conflict might negatively impact political and social stability in
Turkey.
(f)
the risk factor entitled "Risk Factors ­ Political, Economic and Legal Risks relating to Turkey
­ Inflation Risk" in the Base Prospectus is hereby deemed to be deleted in its entirety and
replaced with the following:
Inflation Risk ­ Turkey's economy has been subject to significant inflationary pressures in the
past and might become subject to significant inflationary pressures in the future
The Turkish economy has experienced significant inflationary pressures in the past with year-
over-year consumer price inflation rates as high as 73.2% in the early 2000s; however, weak
domestic demand and declining energy prices in 2009 caused the domestic year-over-year
consumer price index to decrease to 6.5% at the end of 2009 and 6.4% at the end of 2010, the
lowest level in many years. Consumer price inflation was 10.4%, 6.2%, 7.4%, 8.2% and 8.8%
in 2011, 2012, 2013, 2014 and 2015, respectively, with producer price inflation of 13.3%,
2.5%, 7.0%, 6.4% and 5.7% in 2011, 2012, 2013, 2014 and 2015, respectively. The annual
consumer price inflation, which rose almost to double-digit levels in January 2016 due to
exchange rate pass-throughs, an increase in food prices, adjustments to administered prices
and increases in taxes, declined to 7.46% in March 2016 due principally to seasonal factors.
Notwithstanding that the consumer price inflation exceeded the Central Bank's inflation
target of 5.0%, the Central Bank has again set the inflation target at 5.0% for 2016. Inflation-
related measures that may be taken by the Turkish government and the Central Bank could
have an adverse effect on the Turkish economy. If the level of inflation in Turkey were to
continue to fluctuate or increase significantly, then this could have a material adverse effect
on the Group's business, financial condition and/or results of operations.
(g)
the second paragraph of the risk factor entitled "Risk Factors ­ Political, Economic and Legal
Risks relating to Turkey ­ High Current Account Deficit" in the Base Prospectus is hereby
deemed to be deleted in its entirety and replaced with the following:
The decline in the current account deficit experienced in 2012 came to an end in early 2013,
with the current account deficit increasing to US$63.6 billion in 2013 due principally to a
recovery in domestic demand; however, to combat this increase, a package of macro-
prudential measures issued by the BRSA to limit domestic demand, the Central Bank's tight
monetary policy and increases in taxes, combined with the depreciation of the Turkish Lira
and reduced oil prices, contributed to a decrease in the current account deficit to US$43.6
billion and US$32.1 billion in 2014 and 2015, respectively. Although a number of policy
measures have been implemented to reduce the current account deficit, including macro-
prudential measures issued by the BRSA to limit domestic demand and the Central Bank's
tight monetary policy, poor economic conditions in Turkey's primary export customers and
geopolitical risks (such as recent tensions between Turkey and Russia) might result in an
increase in the current account deficit due to the possible impact on Turkey's foreign trade
and tourism revenues.
(h)
the first two sentences of the fifth paragraph of the risk factor entitled "Risk Factors ­
Political, Economic and Legal Risks relating to Turkey ­ High Current Account Deficit" in
9