Bond Türkiye ?? Bankas? 5% ( XS1121459074 ) in USD

Issuer Türkiye ?? Bankas?
Market price 100 %  ⇌ 
Country  Turkey
ISIN code  XS1121459074 ( in USD )
Interest rate 5% per year ( payment 2 times a year)
Maturity 30/04/2020 - Bond has expired



Prospectus brochure of the bond Turkiye Is Bankasi XS1121459074 in USD 5%, expired


Minimal amount 200 000 USD
Total amount 750 000 000 USD
Detailed description 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 XS1121459074, pays a coupon of 5% per year.
The coupons are paid 2 times per year and the Bond maturity is 30/04/2020







IMPORTANT NOTICE
THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER: (a) PURCHASING IN OFFSHORE
TRANSACTIONS AND NOT U.S. PERSONS (EACH AS DEFINED IN REGULATION S) OR (b) QIBS (AS DEFINED BELOW)
IMPORTANT: You must read the following before continuing. The following applies to the attached Prospectus (the "Prospectus"), 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 (or on behalf of) the issuer as a result of such access.
NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED
STATES OF AMERICA (WITH ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE
DISTRICT OF COLUMBIA, COLLECTIVELY THE "UNITED STATES") OR ANY OTHER JURISDICTION TO THE EXTENT THAT
IT IS UNLAWFUL TO DO SO. THE SECURITIES DESCRIBED HEREIN HAVE NOT BEEN, AND WILL NOT BE, REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER UNITED STATES JURISDICTION AND SUCH SECURITIES
MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.
PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT ("REGULATION S")) 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 ATTACHED PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE
REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE
PROSPECTUS IN WHOLE OR IN PART IS UNAUTHORIZED. 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, THEN YOU ARE NOT
AUTHORIZED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE SECURITIES DESCRIBED THEREIN.
Confirmation of your Representation: In order to be eligible to view the Prospectus or make an investment decision with respect to the
securities described therein, prospective investors must be either: (a) purchasing in offshore transactions and not U.S. persons (each as
defined in Regulation S) or (b) qualified institutional buyers within the meaning of Rule 144A under the Securities Act ("QIBs"). The
Prospectus is being sent at your request and, by accepting this electronic distribution and accessing the Prospectus, you will be deemed to
have represented to the issuer that: (i) you and any customers you represent in connection herewith are either: (A) purchasing in offshore
transactions and not U.S. persons and, if applicable, that the electronic mail address to which this electronic transmission has been delivered
is not located in the United States or (B) QIBs, (ii) you consent to delivery of the Prospectus by electronic transmission and (iii) you have
understood and agree to the terms set out herein.
You are reminded that the Prospectus has been delivered to you on the basis that you are a person into whose possession the 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 authorized to,
deliver or disclose the contents of the Prospectus to any other person.
The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place to the
extent that offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer
and an underwriter or any affiliate of an underwriter is a licensed broker or dealer in that jurisdiction, then the offering will be deemed to be
made by such underwriter or such affiliate on behalf of the issuer in such jurisdiction.
The Prospectus has been provided 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,
Commerzbank Aktiengesellschaft, Mitsubishi UFJ Securities International plc, Natixis Securities Americas LLC and Standard Chartered
Bank (the "Initial Purchasers"), the issuer or any person who controls any of them, nor any director, officer, employee, counsel nor agent of
any of them, or any 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 Initial Purchasers.
You are responsible for protecting against viruses and other destructive items. Your use of this electronic transmission 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.
In the United Kingdom, the Prospectus is directed at and is only being distributed to persons: (a) 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 (as amended) or (b) to whom it may otherwise lawfully be distributed (all such persons together being referred to as "relevant
persons"). In the United Kingdom, the Prospectus must not be acted upon or relied upon by persons who are not relevant persons. In the
United Kingdom, any investment or investment activity to which the Prospectus relates is available only to relevant persons and will be
engaged in only with relevant persons.
The Prospectus is being distributed only to and directed at real persons and legal entities domiciled outside of Turkey.


TÜRKYE BANKASI A..
Issue of U.S.$750,000,000 5.000% Notes due 2020
under its U.S.$5,000,000,000 Global Medium Term Note Program
Issue price: 99.337%
The U.S.$750,000,000 5.000% Notes due 2020 (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 U.S.$5,000,000,000 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) October 30, 2014 (the "Issue Date") to (but excluding) April 30, 2020 (the
"Maturity Date") at a fixed rate of 5.000% per annum. Interest will be payable semi-annually in arrear in equal installments on the
30th 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 Day (as defined in Condition 7.6), then such payment will be made on the next
Payment 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 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 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
March 11, 2014, 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 152 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 Citigroup Global Markets Limited,
Commerzbank Aktiengesellschaft, Mitsubishi UFJ Securities International plc, Natixis Securities Americas LLC 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 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, société anonyme ("Clearstream, Luxembourg"), against payment therefor in
immediately available funds on the Issue Date.
Joint Lead Managers
Citigroup
Commerzbank
MUFG
Natixis
Standard Chartered Bank
The date of this Prospectus is October 28, 2014.


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 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 accept 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. 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 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 any 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 any 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 "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:
2


(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 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) 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 may 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
March 11, 2014 No. 29833736-105.03.01-500 (2508)) (the "CMB Approval") and the Banking
Regulatory and Supervisory Agency (the "BRSA") approval dated January 22, 2014 and numbered
20008792.101.02.02[44]-1577) (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 and its
3


related legislation, the Capital Markets Law numbered 6362 and Communiqué II-31.1 on Debt
Instruments (the "Communiqué on Debt Instruments"). 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) 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; provided that such
purchase or sale is made through banks or licensed brokerage institutions authorized pursuant to 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 should transfer the purchase price through 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 Bank's submission of an exemption request to the CMB, such
exemption has been granted by the CMB to the Bank in its letter dated March 11, 2014 numbered
29833736-105.03.01-500 (2508). 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.
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, Citigroup Global Markets Limited (the "Stabilization
Manager") (or persons acting on behalf of the Stabilization Manager) may over-allot Notes or effect
4


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 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", "U.S.$" and "$" 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 law. 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.
5


TABLE OF CONTENTS
RISK FACTORS .................................................................................................................................... 7
DOCUMENTS INCORPORATED BY REFERENCE........................................................................ 15
OVERVIEW OF THE OFFERING...................................................................................................... 17
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS ............................................................................................................. 23
SELECTED STATISTICAL AND OTHER INFORMATION ........................................................... 62
TERMS AND CONDITIONS OF THE NOTES ................................................................................. 79
U.S. TAXATION.................................................................................................................................. 84
PLAN OF DISTRIBUTION ................................................................................................................. 88
LEGAL MATTERS.............................................................................................................................. 91
OTHER GENERAL INFORMATION................................................................................................. 92
6


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 45 (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 may 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.
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 last paragraph of the risk factor entitled "Risk Factors ­ Political, Economic and Legal
Risks relating to Turkey ­ Political Developments" in the Base Prospectus is hereby deleted in
its entirety and replaced by the following:
These events are particularly noteworthy as municipal elections were held in Turkey on
March 30, 2014 and Presidential elections were held on August 10, 2014. In the March 2014
municipal elections, the governing party received approximately 43% of the total votes cast.
The governing party also won the mayoral contest in stanbul and Ankara, while the primary
opposition party won the mayoral contest in zmir, Turkey's third largest city. Following the
local elections, the former Prime Minister Recep Tayyip Erdoan announced his candidacy to
run for the presidency, which he won with approximately 52% of the vote. The former
minister of foreign affairs, Ahmet Davutolu, was elected as the prime minister on August 27,
2014. The events surrounding future elections and/or the results of such elections could
contribute to the volatility of Turkish financial markets and/or have an adverse effect on
investors' perception of Turkey. Actual or perceived political instability in Turkey could have
a material adverse effect on the Group's business, financial condition and/or results of
operations and on the value of the Notes issued under the Program.
(b)
the risk factor entitled "Risk Factors ­ Political, Economic and Legal Risks relating to Turkey
­ Turkish Economy" in the Base Prospectus is hereby deleted in its entirety and replaced by
the following:
Turkish Economy ­ The Turkish economy is subject to macro-economic risks under current
global economic conditions
As of June 30, 2014, approximately 94.9% (approximately 94.0% as of December 31, 2013)
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 free market system. Although the Turkish economy has
responded positively to this transformation, it has experienced severe macro-economic
7


imbalances, including significant current account deficits, and a considerable level of
unemployment. While the Turkish economy has been significantly stabilized due, in part, to
support from the International Monetary Fund (the "IMF"), Turkey may 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.
Turkey's GDP grew by 8.4% in 2005, 6.9% in 2006, 4.7% in 2007 and 0.7% in 2008.
Turkey's GDP contracted by 7.0% in the fourth quarter of 2008 and 4.8% in 2009, before
growing in 2010 (9.2%), 2011 (8.8%), 2012 (2.1%), 2013 (4.1%) and, on a year-over-year
basis, in the first six months of 2014 (3.3%). The ratio of net public debt to GDP decreased
from 41.7% in 2005 to 12.7% in 2013. The last stand-by arrangement with the IMF was
completed in May 2008. In October 2013, the government announced a three year medium-
term economic program from 2014 to 2016. Under this program, the government has set
growth targets of 4.0% for 2014 and 5.0% for each of 2015 and 2016, as well as a gradual
decrease in the net public debt to GDP ratio, according to the Ministry of Development.
Should Turkey's economy continue to experience macro-economic imbalances, it could have
a material adverse impact 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.
As noted above, the Bank's management does not believe that the Taksim Square protests
will have a material long-term negative impact on Turkey's economy; however, it is possible
that these (and other) protests and related circumstances could have such an impact and/or a
negative impact on investors' perception of Turkey and/or the value of the Notes issued under
the Program.
(c)
the second and third paragraphs of the risk factor entitled "Risk Factors ­ Political, Economic
and Legal Risks relating to Turkey ­ Terrorism and Conflicts" in the Base Prospectus is
hereby deleted in its entirety and replaced by the following:
The conflict in Syria has been the subject of significant international attention and is
inherently volatile and its impact and resolution are difficult to predict. In early October 2012,
Turkish territory was hit by shells launched from Syria, some of which killed Turkish
civilians. On October 4, 2012, the Turkish Parliament authorized the government for one year
to send and assign military forces in foreign countries should such action be considered
appropriate by the government. On October 3, 2013, the authorization was extended for one
year, which was extended for another year on 2 October 2014. More recently, elevated levels
of conflict have arisen in Iraq and Syria as militants of the Islamic State of Iraq and Syria
("ISIS") seized control of key Iraqi cities. In August and September 2014, a U.S.-led coalition
began an anti-ISIS aerial campaign in northern Iraq and Syria. Recent developments in Iraq
also raise concerns as Iraq is one of Turkey's largest export markets, ranking second in 2013
according to TurkStat.
In early 2014, political unrest and demonstrations in Ukraine led to a change in the national
government. While the United States and the EU recognized the new government, Russia
claimed that that new government was illegitimate and was violating the rights of ethnic
Russians living in the Crimean peninsula and elsewhere in Ukraine. Escalating military
activities in Ukraine and on its borders, including Russia effectively taking control of Crimea
and the shooting of a civilian aircraft resulting in approximately 300 deaths, have combined
with Ukraine's economic conditions to create uncertainty in Ukraine and the global markets.
In addition, the United States and the European Union have implemented sanctions against
certain Russian entities (including certain financial institution) and sectors, including recent
sanctions against Russian oil and defense companies as a result of the conflict. Resolution of
Ukraine's political and economic conditions will likely not be obtained for some time, and the
situation could even degenerate into increased violence and/or economic collapse. While not
8