Obbligazione Türkiye ?? Bankas? 7.75% ( XS2106022754 ) in USD

Türkiye ?? Bankas?

99.91 USD ▼

Turchia

XS2106022754 ( in USD )

7.75% per anno ( pagato 2 volte l'anno)

21/01/2030

Prospetto opuscolo dell'obbligazione Turkiye Is Bankasi XS2106022754 en USD 7.75%, scadenza 21/01/2030

22/07/2026 ( In 164 giorni )

Türkiye ?? Bankas? è la più grande banca privata della Turchia, con una vasta rete di filiali e un'ampia gamma di servizi finanziari.

Le bond contabile XS2106022754 emesso da Turkiye Is Bankasi, con scadenza il 21/01/2030, quota al 99,96% del valore nominale in dollari USA, offrendo un tasso di interesse annuo del 7,75% pagabile semestralmente.

TÜRKYE BANKASI A..
Issue of US$750,000,000 Fixed Rate Resettable Tier 2 Notes due 2030
under its US$7,000,000,000 Global Medium Term Note Programme
Issue price: 100.000%
The US$750,000,000 Fixed Rate Resettable Tier 2 Notes due 2030 (the "Notes") are being issued by Türkiye Bankasi A.., a banking
institution organised as a public joint stock company under the laws of the Republic of Turkey ("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 Programme (the "Programme").
The Notes have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), of the United
States of America (the "United States" or "U.S.") or any other U.S. federal or state securities laws and are being offered only for sale in offshore
transactions to persons who are not "U.S. persons" ("U.S. persons") as defined in, and in reliance upon, Regulation S under the Securities Act
("Regulation S"). For a description of certain restrictions on the 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). Where the "United States" is referenced herein with respect to Regulation S, such shall have the meaning provided thereto in Rule 902 of
Regulation S.
INVESTING IN THE NOTES INVOLVES RISKS. PROSPECTIVE INVESTORS SHOULD CONSIDER THE FACTORS SET
FORTH UNDER "RISK FACTORS" FOR A DISCUSSION OF CERTAIN OF THESE RISKS.
The Notes will bear interest from (and including) 22 January 2020 (the "Issue Date") to (but excluding) 22 January 2025 (the "Issuer Call
Date") at a fixed rate of 7.750% per annum. From (and including) the Issuer Call Date to (but excluding) 22 January 2030 (the "Maturity Date"), the
Notes will bear interest at a fixed rate per annum equal to the Reset Interest Rate (as defined herein). Interest will be payable semi-annually in arrear
on the 22nd day of each January and July (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 7.4), then the Noteholders will not be entitled to payment until the next Payment Business Day
and, in any such case, will not be entitled to further interest or other payment in respect of such delay. As provided in Condition 8, the Issuer may
redeem al , but not some only, of the Notes outstanding: (a) subject (if required by applicable law) to having obtained the prior approval of the
Banking Regulation and Supervision Agency (Bankacilik Düzenleme ve Denetleme Kurumu) (the "BRSA") of Turkey: (i) on the Issuer Call Date or
(ii) at any time for certain tax reasons or (b) upon the occurrence of a Capital Disqualification Event (as defined in Condition 8.4), in each case at
their respective then Prevailing Principal Amount (as defined in Condition 5.5) together with all interest accrued and unpaid to (but excluding) the
date of redemption. The Notes are otherwise scheduled to be redeemed by the Issuer at their respective then Prevailing Principal Amount on the
Maturity Date. For a more detailed description of the Notes, see "Terms and Conditions of the Notes" (the "Conditions") herein. Reference to a
"Condition" herein is to the corresponding clause of the Conditions.
The Notes are subject to loss absorption upon the occurrence of a Non-Viability Event (as defined in Condition 6.2), in which case an
investor in the Notes might lose some or all of its investment in the Notes. See Condition 6.
This offering memorandum (this "Offering Memorandum") has been approved by the Irish Stock Exchange plc trading as Euronext Dublin
("Euronext Dublin") and has been prepared for the purpose of admitting the Notes to the official list (the "Official List") of Euronext Dublin and to
trading on its Global Exchange Market ("GEM"). GEM is not a regulated market for the purposes of Directive 2014/65/EU (as amended,
"MiFID II"). This Offering Memorandum constitutes "listing particulars" for the purposes of the admission of the Notes to the Official List and to
trading of the Notes on GEM and does not constitute a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of
the Council of 14 June 2017 (as amended, the "Prospectus Regulation"). Application has been made to Euronext Dublin to approve this document as
"listing particulars" and for the Notes to be admitted to the Official List and to trading on GEM; however, no assurance can be given that such
application will be accepted. References in this Offering Memorandum to the Notes being "listed" (and all related references) shall mean that the
Notes have been admitted to the Official List and to trading on GEM.
Application has been made to the Capital Markets Board (the "CMB") of Turkey, in its capacity as competent authority under Law
No. 6362 (the "Capital Markets Law") of Turkey relating to capital markets, for its approval of the issuance and sale of the Notes by the Bank outside
of Turkey. No Notes may be sold before the necessary approvals are obtained from the CMB. The final CMB approved issuance certificate and the
CMB approval letter relating to the issuance of notes under the Programme based upon which the offering of the Notes is conducted were each
obtained on 17 January 2020 and, to the extent (and in the form) required by applicable law, a written approval of the CMB relating to the Notes will
be required to be obtained on or before the Issue Date. The BRSA has also approved the issuance of the Notes.
The Notes are expected to be rated at issuance "B" by Fitch Ratings Limited ("Fitch") and "Caa3" by Moody's Investors Service Limited
("Moody's" and, with S&P Global Ratings Europe Limited ("S&P") and Fitch, the "Rating Agencies"). The Bank has also been rated by the Rating
Agencies as set out on page 145 of the Original Base Prospectus (as defined herein) (as amended by the first supplement to the Base Prospectus dated
20 August 2019 (the "First Supplement") and the second supplement to the Base Prospectus dated 18 November 2019 (the "Second Supplement")).
Each of the Rating Agencies is established in the European Union (the "EU") and is registered under Regulation (EC) 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 ("ESMA") on its website (https://www.esma.europa.eu/supervision/credit-rating-agencies/risk) in accordance with the CRA
Regulation. A rating is not a recommendation to buy, sel or hold securities and may be subject to revision, suspension or withdrawal at any time by
the assigning rating agency.
The Notes are being offered in reliance upon Regulation S by Morgan Stanley & Co. International plc (the "Sole Bookrunner"), subject to
its acceptance and right to reject orders in whole or in part. It is expected that delivery of the Notes wil be made, against payment therefor in
immediately available funds on the Issue Date, in book-entry form only through the facilities of Euroclear Bank SA/NV ("Euroclear") and/or
Clearstream Banking S.A. ("Clearstream, Luxembourg").
Sole Bookrunner

Morgan Stanley

The date of this Offering Memorandum is 17 January 2020.

This Offering Memorandum does not constitute a prospectus for the purposes of the Prospectus
Regulation or Section 12(a)(2) of, or any other provision of or rule under, the Securities Act.
This Offering Memorandum is to be read in conjunction with al documents (or parts thereof)
that are incorporated herein by reference (see "Documents Incorporated by Reference"). This Offering
Memorandum shal be read and construed on the basis that such documents (or, as applicable, the
indicated parts thereof) are incorporated into, and form part of, this Offering Memorandum.
RESPONSIBILITY STATEMENT
The Issuer confirms that: (a) this Offering Memorandum (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 (including the information
incorporated by reference into) this Offering Memorandum is true and accurate in all material respects and is not
misleading, (c) any opinions, predictions or intentions expressed in this Offering Memorandum (including 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 Offering Memorandum 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 (including the information
incorporated by reference into) this Offering Memorandum. 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 Offering
Memorandum (including the information incorporated herein by reference) is in accordance with the facts and
contains no omission likely to affect the import of such information.
To the fullest extent permitted by law, none of the Agents (as defined in the Conditions) or the Sole
Bookrunner accept any responsibility for the information contained in (including incorporated by reference into)
this Offering Memorandum or any other information provided by the Issuer in connection with the Notes or for
any statement consistent with this Offering Memorandum made, or purported to be made, by the Sole
Bookrunner or on its behalf in connection with the issue and offering of the Notes (or beneficial interests
therein) and none of the Agents or the Sole Bookrunner accepts any responsibility for any acts or omissions of
the Issuer or any other Person (as defined in Condition 4.5) in connection with the issue and offering of the
Notes (or beneficial interests therein). The Sole Bookrunner 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 Sole Bookrunner expressly does 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 its attention.
In connection with the issue and offering of the Notes, no Person is or has been authorised by the Issuer
to give any information or to make any representation not contained in or not consistent with this Offering
Memorandum or any other information supplied by (or with the consent of) the Issuer and, if given or made,
such information or representation must not be relied upon as having been authorised by the Issuer or the Sole
Bookrunner.
Neither this Offering Memorandum nor any other information supplied by (or on behalf of) the Issuer,
the Sole Bookrunner or their respective affiliates 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, the Sole
Bookrunner or their respective affiliates that any recipient of this Offering Memorandum or any such other
information should invest in the Notes. Each investor contemplating investing in the Notes should: (i) determine
for itself the relevance of the information contained in (including the information incorporated by reference into)
this Offering Memorandum, (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 are relevant to it in connection with such investment, in
each case, based upon such investigation as it deems necessary.
i

Neither this Offering Memorandum nor, except to the extent explicitly stated therein, any other
information supplied by (or on behalf of) the Issuer or the Sole Bookrunner in connection with the issue of the
Notes constitutes an offer or invitation by or on behalf of the Issuer, the Sole Bookrunner or their respective
affiliates to any Person to subscribe for or purchase any Notes (or beneficial interests therein).
Neither the delivery of this Offering Memorandum nor the offering, sale or delivery of the Notes (or
beneficial interests therein) shall in any circumstances imply that the information in (including the information
incorporated by reference into) this Offering Memorandum 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.
Where other third-party information has been used in this Offering Memorandum, the source of such
information has been identified. The Issuer confirms that all such information has been accurately reproduced
and, as far as the Issuer 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 Offering Memorandum, while believed to
be reliable, has not been independently verified by the Bank or any other Person.
GENERAL INFORMATION
The distribution of this Offering Memorandum and/or the offer or sale of Notes (or beneficial interests
therein) might be restricted by law in certain jurisdictions. None of the Issuer or the Sole Bookrunner represent
that this Offering Memorandum 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 Offering Memorandum, any
advertisement or any other material relating to the Notes 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 Offering Memorandum nor any advertisement or other material relating to the Notes may be
distributed or published in any jurisdiction except, in each case, under circumstances that will result in
compliance with all applicable laws. Persons into whose possession this Offering Memorandum or any Notes
(or beneficial interests therein) come(s) must inform themselves about, and observe, any such restrictions on the
distribution of this Offering Memorandum, any advertisement or other material relating to the Notes and the
offering and/or sale of the Notes (or beneficial interests therein). In particular, there are restrictions on the
distribution of this Offering Memorandum and the offer and/or sale of the Notes (or beneficial interests therein)
in (inter alia) Turkey, the United States, the EEA (including the United Kingdom and Belgium), the People's
Republic of China (the "PRC"), the Hong Kong Special Administrative Region of the PRC ("Hong Kong"),
Singapore, Japan, Switzerland and Thailand. See "Plan of Distribution" herein and "Subscription and Sale and
Transfer and Selling Restrictions" in the Base Prospectus.
In making an investment decision with respect to the Notes, investors must rely upon their own
examination of the Issuer and the terms of the Notes, including the merits and risks involved. Other than the
approvals of the BRSA and the CMB (i.e., the Programme Approvals and the BRSA Tier 2 Approval described
below), the Notes have not been approved or disapproved by any securities commission or other regulatory
authority in Turkey or any other jurisdiction, nor have the foregoing authorities approved this Offering
Memorandum or confirmed the accuracy or determined the adequacy of the information contained in this
Offering Memorandum. Any representation to the contrary might be unlawful.
None of the Sole Bookrunner, the Issuer or any of their respective affiliates, counsel or other
representatives makes any representation to any actual or potential investor in the Notes regarding the legality
under any law of its investment in the Notes. Any investor in the Notes should ensure that it is able to bear the
economic risk of an investment in the Notes for an indefinite period of time.
The Notes might not be a suitable investment for all investors. As noted above, each potential investor
contemplating making an investment in the Notes must make its own assessment as to the financial condition
and affairs, and its own appraisal of the creditworthiness, of the Issuer and its own determination of the
suitability of such investment in light of its own circumstances, with particular reference to its own investment
objectives and experience, and any other factors that are relevant to it in connection with such investment, in
ii

each case, based upon such investigation as it deems necessary. In particular, each potential investor in the
Notes should 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 in (including the information
incorporated by reference into) this Offering Memorandum,
(b) has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of
its particular circumstances, 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 such
potential investor's currency,
(d) understands thoroughly the terms of the Notes and is familiar with the behaviour of
financial markets, and
(e) is able to evaluate possible scenarios for economic, interest rate and other factors that
might affect its investment in the Notes and its ability to bear the applicable risks.
Legal investment considerations might restrict certain investments. The investment activities of certain
investors are subject to laws and/or to review or regulation by certain authorities. Each potential investor in the
Notes should consult its legal advisers to determine whether and to what extent: (a) the Notes (or beneficial
interests therein) are legal investments for it, (b) its investment in the Notes can be used by it as collateral for
various types of borrowing and (c) other restrictions apply to its purchase, holding 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 their investments in the Notes under any applicable risk-
based capital or other rules. Each potential investor in the Notes should consult its own advisers as to the legal,
tax, business, financial and related aspects of an investment in the Notes.
The Issuer has obtained the CMB approval letter (dated 17 January 2020 and numbered No. 29833736-
105.02.02-E.740) and the final CMB approved issuance certificate (onaylanmi ihraç belgesi) (dated 17 January
2020 and numbered 7/BA-83) (together, the "CMB Approval") and the BRSA approval letter (dated 2 January
2020 and numbered 20008792-101.02.01[44]-E.15) (the "BRSA Approval" and, with the CMB Approval, the
"Programme Approvals") required for the issuance of notes under the Programme. In addition to the Programme
Approvals, to the extent (and in the form) required by law, an additional approval of the CMB in respect of the
Notes is required to be obtained by the Issuer on or before the Issue Date. The Issuer also has obtained a letter
dated 21 October 2019 and numbered 20008792-101.02.01[20]-E.12273 from the BRSA (the "BRSA Tier 2
Approval") approving the treatment of the Notes as Tier 2 capital of the Bank for so long as the Notes comply
with the requirements of the Regulation on Equities of Banks published in the Official Gazette No. 28756 dated
5 September 2013 (the "Equity Regulation").
Pursuant to the Programme Approvals, the offer, sale and issue of the Notes have been authorised and
approved in accordance with Decree No. 32 on the Protection of the Value of the Turkish Currency (as amended
from time to time, "Decree 32"), the Banking Law No. 5411 of 2005, as amended (the "Banking Law"), and its
related law, the Capital Markets Law and the Communiqué on Debt Instruments No. VII-128.8 of the CMB (the
"Debt Instruments Communiqué") and its related law.
In addition, in accordance with the Programme Approvals, the Notes (or beneficial interests therein)
may only be offered or sold outside of Turkey. Under the Programme Approvals, the BRSA and the CMB have
authorised 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 decisions dated 6 May 2010 (No. 3665) and 30 September 2010 (No. 3875) and in
accordance with Decree 32, residents of Turkey may, in the secondary markets only, purchase or sell Notes (or
beneficial interests therein) (as they are denominated in a currency other than Turkish Lira) in offshore
transactions on an unsolicited (reverse inquiry) basis; provided that such purchase or sale is made through
licensed banks authorised by the BRSA or licensed brokerage institutions authorised pursuant to CMB
regulations and the purchase price is transferred through such licensed banks. As such, Turkish residents should
iii

use such licensed banks or such licensed brokerage institutions when purchasing Notes (or beneficial interests
therein) and should transfer the purchase price through such licensed banks.
Monies paid for the purchase of Notes (or beneficial interests therein) are not protected by the
insurance coverage provided by the Savings Deposit Insurance Fund (Tasarruf Mevduati Sigorta Fonu) (the
"SDIF") of Turkey.
Pursuant to the Debt Instruments Communiqué, the Issuer is required to notify the Central Securities
Depository of Turkey (Merkezi Kayit Kuruluu A..) (trade name: Central Registry stanbul (Merkezi Kayit
stanbul)) ("Central Registry stanbul") within three stanbul business days from the Issue Date of the amount,
Issue Date, ISIN, interest commencement date, maturity date, interest rate, name of the custodian and currency
of the Notes and the country of issuance.
Notes, which will only be offered and sold pursuant to Regulation S in offshore transactions to persons
who are not U.S. persons, initially will be represented by beneficial interests in a global note in registered form
(the "Regulation S Registered Global Note").
The Regulation S Registered 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 Offering Memorandum, beneficial
interests in the Regulation S Registered Global Note will be represented through accounts of financial
institutions acting on behalf of beneficial owners as direct and indirect participants in Euroclear and
Clearstream, Luxembourg.
This Offering Memorandum may not be copied or reproduced in whole or in part nor may it be
distributed or any of its contents disclosed to anyone other than the prospective investors to whom it is
originally submitted by (or on behalf of) the Issuer or the Sole Bookrunner.
NOTIFICATION UNDER SECTION 309B(1)(C) OF THE SECURITIES AND FUTURES ACT
(CHAPTER 289) OF SINGAPORE
In connection with Section 309B of the Securities and Futures Act (Chapter 289) of Singapore (as
amended, the "SFA") and the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore
(as amended, the "CMP Regulations 2018"), the Issuer has determined the classification of the Notes as
prescribed capital markets products (as defined in the CMP Regulations 2018) and Excluded Investment
Products (as defined in the Monetary Authority of Singapore (the "MAS") Notice SFA 04-N12: Notice on the
Sale of Investment Products and the MAS Notice FAA-N16: Notice on Recommendations on Investment
Products).
IMPORTANT EEA RETAIL INVESTORS
The Notes (and beneficial interests therein) are not intended to be offered, sold or otherwise made
available to, and should not be offered, sold or otherwise made available to, any EEA Retail Investor. For these
purposes, an "EEA Retail Investor" means a person who is one (or more) of: (a) a retail client as defined in
point (11) of Article 4(1) of MiFID II or (b) a customer within the meaning of Directive (EU) 2016/97 (the
"Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in
point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU)
No. 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes (or beneficial interests
therein) or otherwise making them available to EEA Retail Investors has been prepared and, therefore, offering
or selling the Notes (or beneficial interests therein) or otherwise making them available to any EEA Retail
Investor might be unlawful under the PRIIPs Regulation.
MIFID II PRODUCT GOVERNANCE / ELIGIBLE COUNTERPARTIES AND PROFESSIONAL
CLIENTS ONLY TARGET MARKET
Solely for the purposes of each manufacturer's product approval process, the target market assessment
in respect of the Notes has led to the conclusion that: (a) the target market for the Notes (and beneficial interests
therein) is eligible counterparties and professional clients only, each as defined in MiFID II, and (b) all channels
for distribution of the Notes (and beneficial interests therein) to eligible counterparties and professional clients
are appropriate. Any Person subsequently offering, selling or recommending the Notes (or beneficial interests
iv

therein) (a "distributor") should take into consideration the manufacturers' target market assessment; however, a
distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the
Notes (or beneficial interests therein) (by either adopting or refining the manufacturers' target market
assessment) and determining appropriate distribution channels.
U.S. INFORMATION
The Notes have not been and will not be registered under the Securities Act or any other U.S. federal or
state securities laws and the Notes (or beneficial interests therein) may not be offered or sold in the United
States or to, or for the account or benefit of, a U.S. person except pursuant to an exemption from the registration
requirements of the Securities Act. In the United States, this Offering Memorandum is only being submitted on
a confidential basis to investors with whom "offshore transactions" under Regulation S can be entered into, for
informational use solely in connection with the consideration of an investment in the Notes. Its use for any other
purpose in the United States or by any U.S. person is not authorised.
STABILISATION
In connection with the issue of the Notes, Morgan Stanley & Co. International plc (the "Stabilisation
Manager") (or Persons acting on behalf of the Stabilisation Manager) may overallot Notes or effect transactions
with a view to supporting the market price of an investment in the Notes at a level higher than that which might
otherwise prevail; however, stabilisation might not necessarily occur. Any stabilisation 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 cease 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 stabilisation action or overallotment must be conducted by the
Stabilisation Manager (or Persons acting on behalf of the Stabilisation Manager) in accordance with all
applicable laws and rules.
Notwithstanding anything herein to the contrary, the Issuer may not (whether through overallotment or
otherwise) issue more Notes than have been authorised by the CMB or are permitted under the Programme.
PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Currency Presentation and Exchange Rates
In this Offering Memorandum, all references to: (a) "Turkish Lira" refers to the lawful currency for the
time being of Turkey and (b) "U.S. Dollars" and "US$" refer to United States dollars. No representation is made
that the Turkish Lira or U.S. Dollar amounts in this Offering Memorandum could have been or could be
converted into U.S. Dollars or Turkish Lira, as the case may be, at any particular rate or at all.
Certain Defined Terms, Conventions and Other Considerations in Relation to the Presentation of Information in
this Offering Memorandum
In this Offering Memorandum: (a) "Bank" or "Issuer" means Türkiye Bankasi A.. on a standalone
basis and "Group" means the Bank and its subsidiaries (or, with respect to consolidated accounting information,
entities that are consolidated into the Bank) and (b) the term "law" shall (unless the context otherwise requires)
be deemed to include legislation, regulations and other legal requirements.
The language of this Offering Memorandum is English. Certain legal 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 laws and the names of Turkish
institutions referenced herein (and in the documents (or portions thereof) incorporated herein by reference) have
been translated from Turkish into English. The translations of these titles and names are direct and accurate.

v

TABLE OF CONTENTS

RISK FACTORS .................................................................................................................................... 1
DOCUMENTS INCORPORATED BY REFERENCE........................................................................ 10
OVERVIEW OF THE OFFERING ...................................................................................................... 12
TERMS AND CONDITIONS OF THE NOTES ................................................................................. 18
PLAN OF DISTRIBUTION ................................................................................................................. 40
OTHER GENERAL INFORMATION ................................................................................................. 42

vi

RISK FACTORS
An investment in the Notes involves risk. Investors in the Notes assume the risk that the Issuer might
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 might 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 might not be aware of all relevant factors and certain factors that it currently
considers not to be material might become material as a result of the occurrence of future events of which the
Issuer does not have knowledge as of the date of this Offering Memorandum. The Issuer has identified in
(including by incorporating by reference into) this Offering Memorandum a number of factors that might
materially adversely affect its ability to make payments due in respect of the Notes.
Prospective investors in the Notes should also read the detailed information set out elsewhere in (or
incorporated by reference into) this Offering Memorandum and reach their own views prior to making any
investment decision relating to the Notes; however, the Issuer does not represent that the risks set out herein are
exhaustive or that other risks might not arise in the future. Prospective investors in the Notes should consult
with appropriate professional advisers to make their own legal, tax, business and financial evaluation of the
merits and risks of investing in the Notes.
As a large national Turkish bank, the Issuer's business is significantly impacted by the condition of the
Turkish economy, which itself is significantly influenced by Turkish political circumstances and global
economic conditions (particularly in those countries with whom Turkey has a material trading relationship). The
category of risk factors entitled "Risk Factors - Risks Relating to Turkey" in the Base Prospectus describes the
material such risks relating to the Issuer that have been identified by the Issuer's management, including those
impacting materially on its business, financial condition and/or results of operations and thus on its ability to
make payments due in respect of the Notes. In addition to the macro conditions relating to Turkey, the Group's
business, financial condition and results of operations, and thus its ability to make payments due in respect of
the Notes, are also subject to significant risks specific to the Group, including the ones discussed in the category
of risk factors entitled "Risk Factors - Risks Relating to the Group and its Business" in the Base Prospectus.
Investors should also consider risks relating to the structure of, and market for, the Notes, the material ones of
which that have identified by the Issuer's management are described in the category of risk factors entitled
"Risks Relating to the Notes" below.
It is important to note that the exposure of the Group's business to a market downturn in Turkey or the
other markets in which it operates, or any other risks, might exacerbate or trigger other risks that the Group
faces. For example, if the Group incurs substantial losses due to an economic downturn in Turkey, then its need
for liquidity and/or capital might rise sharply while its access to such liquidity and/or capital might be impaired.
In addition, in conjunction with an economic downturn, the Group's customers might incur substantial losses of
their own, thereby weakening their financial condition and increasing the credit risk of the Group's exposure to
such customers. As such, the below risks should be understood in the context that more than one might apply
concurrently and compound any adverse effects on the Group's business, financial condition and/or results of
operations.
Terms used in these risk factors and not otherwise defined herein shall have the meanings given to
them in the Conditions.
Risks Relating to the Notes
While the risks described above are important with respect to the Issuer's ability to make payments due
in respect of the Notes, there are additional risks that should be considered by investors in the Notes, including
risks relating to the nature of the structure of the Notes and general risks relating to investments in notes issued
by the Issuer (both of which are set out in the corresponding sub-category below). Such risks that the Issuer's
management has identified as having a material impact on investors in the Notes are set out in this category of
risk factors; it being understood that the following does not address any specific conditions of, or circumstances
relating to, any particular investor (including such investor's own tax, regulatory or other circumstances) but
rather to investors generally speaking.
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Risks Relating to the Structure of the Notes
As an issue of subordinated capital notes, the Notes present investors with certain risks that are not
applicable to investments in senior obligations issued by the Issuer, including greater risks relating to payment
default on (and even the write-down of) the Notes. Such risks that the Issuer's management has identified as
having a material impact on investors in the Notes are set out in this section.
Subordination Claims of Noteholders under the Notes will be subordinated and unsecured
On any distribution of the assets of the Issuer on its dissolution, winding-up or liquidation (as further
described in the definition of "Subordination Event" in Condition 3.4), and for so long as such Subordination
Event subsists, the Issuer's obligations under the Notes will rank subordinate in right of payment to the payment
of all Senior Obligations and no amount will be paid under the Notes until all such Senior Obligations have been
satisfied. Unless the Issuer has assets remaining after making all such payments in such circumstances, no
payments will be made on the Notes. Consequently, although the Notes might provide for a higher rate of
interest than comparable notes that are not subordinated, an investor in the Notes might lose all or some of its
investment upon the occurrence of a Subordination Event.
Potential Permanent Write-Down The Prevailing Principal Amount of a Note might be permanently written-
down by an amount determined by the BRSA upon the occurrence of a Non-Viability Event
If a Non-Viability Event occurs at any time, then the Prevailing Principal Amount of each outstanding
Note will be Written-Down by the relevant amount specified by the BRSA in the manner described in
Condition 6.1. In conjunction with any determination of Non-Viability of the Issuer by the BRSA: (a) losses
may be absorbed by shareholders of the Issuer pursuant to Article 71 of the Banking Law (Law No. 5411) upon
the transfer of shareholders' rights (except to dividends) and the management and supervision of the Issuer to
the SDIF, on the condition that such loss(es) are deducted from the capital of the shareholders, and/or (b) the
Issuer's operating licence might be revoked and/or it might be liquidated; however, the Write-Down of the
Notes under the Equity Regulation may take place before any such transfer or liquidation.
Condition 6.1 provides, among other things, that a Write-Down of the Notes shall only take place in
conjunction with any such transfer or liquidation, which is intended to ensure that whilst the Write-Down of the
Notes may take place before such transfer or liquidation, the intended respective rankings of the Issuer's
obligations (as described in Condition 3.1) are maintained and the relevant losses are absorbed by Junior
Obligations (as defined in Condition 3.4) to the maximum extent possible in accordance with the provisions of
such Junior Obligations or allowed by law. Where a Write-Down of the Notes does take place before any such
liquidation of the Issuer, Noteholders would only be able to claim and prove in the liquidation of the Issuer in
respect of the Prevailing Principal Amount of the Notes outstanding following such Write-Down.
Notwithstanding the above, should the BRSA determine that the Notes are to be Written-Down before
the absorption of the relevant loss(es) by shareholders of the Issuer pursuant to Article 71 of the Banking Law or
any other Statutory Loss-Absorption Measure, there can be no assurance that such loss absorption will take
place or that it will be taken into account by the BRSA in the determination of the relevant Write-Down
Amount.
Should such loss absorption not take place or not be so taken into account by the BRSA, subject as
described in "-Limited Remedies" below, a Noteholder may institute proceedings against the Issuer to enforce
the above-described provisions of the Notes; however, to the extent any judgment was obtained in the United
Kingdom on the basis of English law as the governing law of the Notes (other than those provisions of the
Conditions governed by Turkish law), there is uncertainty as to the enforceability of any such judgment by
Turkish courts. In addition, there are certain circumstances in which the courts of Turkey might not enforce a
judgment obtained in the courts of another country, which are more fully described under the section entitled
"Enforcement of Judgments and Service of Process" in the Base Prospectus. There can therefore be no assurance
that a Noteholder would be able to enforce in Turkey any judgment obtained in the courts of another country in
these circumstances.
Any Write-Down of the Notes would be permanent and Noteholders will have no further claim against
the Issuer in respect of any Written-Down Amount. Consequently, there is a real risk that an investor in the
Notes will lose all or some of its investment upon the occurrence of a Non-Viability Event and the occurrence of
any such event (or any suggestion or expectation of such occurrence) might materially adversely affect the
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market price of an investment in the Notes. See Condition 6 for further information on any such potential Write-
Down of the Notes, including for the definitions of various terms used in this risk factor.
No Limits on Senior Obligations or Parity Obligations There will be no limitation under the documents
relating to the issuance of the Notes on the Issuer's incurrence of Senior Obligations or Parity Obligations
There will be no restriction in the documents relating to the issuance of the Notes on the amount of
Senior Obligations or Parity Obligations that the Issuer may incur. The incurrence of any such obligations might
reduce the amount recoverable by the Noteholders on any dissolution, winding up or liquidation of the Issuer
and might result in an investor in the Notes losing all or some of its investment.
Limited Remedies Investors will have limited remedies under the Notes
As described in Condition 11, a holder of a Note will only be able to accelerate payment of the
Prevailing Principal Amount of that Note, together with all interest accrued and unpaid to (but excluding) the
date of repayment, if: (a) a Subordination Event occurs or (b) any order is made by any competent court, or
resolution is passed, for the winding up, dissolution or liquidation of the Issuer, and then may only claim or
prove in the winding-up, dissolution or liquidation of the Issuer. Noteholders also may institute proceedings
against the Issuer to enforce any obligation, condition, undertaking or provision binding upon the Issuer under
the Notes (other than, without prejudice to the provisions above, any obligation for the payment of any principal
or interest in respect of the Notes) but will not have any other right of acceleration under the Notes, whether in
respect of any default in payment or otherwise, and the only remedy of a Noteholder against the Issuer on any
default in the payment of any principal or interest due in respect of the Notes will be to institute proceedings for
the Issuer to be declared bankrupt or insolvent or for there otherwise to be a Subordination Event, or for the
Issuer's winding up, dissolution or liquidation, and prove in the winding-up, dissolution or liquidation of the
Issuer.
No other remedy against the Issuer will be available to Noteholders, whether for the recovery of
amounts owing in respect of the Notes or otherwise, in respect of any Event of Default or in respect of any
breach by the Issuer of any of its obligations, covenants or undertakings under the Notes, and Noteholders will
not be able to take any further or other action to enforce, claim or prove for any payment by the Issuer in respect
of the Notes.
Reset Interest Rate The interest rate on the Notes will be reset on the Issuer Call Date, which could affect
interest payments on an investment in the Notes and the market price of any such investment
The Notes will initially bear interest at the Initial Interest Rate to (but excluding) the Issuer Call Date,
at which time the Interest Rate will be reset to the Reset Interest Rate. The Reset Interest Rate, which could be
affected by market and numerous other conditions in effect at the time of its determination, could be less than
the Initial Interest Rate and thus could negatively affect the market price of an investment in the Notes. See
Condition 5 for further information of such resetting of the Interest Rate, including for the definitions of various
terms used in this paragraph.
Early Redemption The Notes may be subject to early redemption in certain circumstances
In accordance with Condition 8, the Issuer will in certain circumstances described below have the right
to redeem all, but not some only, of the Notes at their respective then Prevailing Principal Amount together with
all interest accrued and unpaid to (but excluding) the date of redemption. This optional redemption feature is
likely to limit the market price of an investment in the Notes because, until the end of the period in which the
Issuer may elect so to redeem the Notes, the market price of an investment in the Notes generally will not rise
substantially above the price at which they can be redeemed. If the Issuer elects to redeem the Notes in
accordance with Condition 8.3, at any time when the Issuer has the right to redeem the Notes in accordance with
Condition 8.2 or 8.4 or if there is an anticipation that the Issuer will so redeem the Notes, then this might lead to
fluctuations in the market price of an investment in the Notes. In addition, an investor might not be able to
reinvest the redemption proceeds at an effective interest rate as high as the interest rate on the Notes and might
only be able to do so at a significantly lower rate (or through taking on a greater credit risk). Reinvestment risk
should be an important element of an investor's consideration in investing in the Notes.
Taxation: In accordance with Condition 8.2, the Issuer will have the right to redeem the Notes, subject
(if required by applicable law) to having obtained the prior approval of the BRSA, at any time at their respective
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