Obligation Türkiye ?? Bankas? 6% ( US900151AB70 ) en USD

Société émettrice Türkiye ?? Bankas?
Prix sur le marché 100 %  ⇌ 
Pays  Turquie
Code ISIN  US900151AB70 ( en USD )
Coupon 6% par an ( paiement semestriel )
Echéance 23/10/2022 - Obligation échue



Prospectus brochure de l'obligation Turkiye Is Bankasi US900151AB70 en USD 6%, échue


Montant Minimal 200 000 USD
Montant de l'émission 1 000 000 000 USD
Cusip 900151AB7
Description détaillée Türkiye ?? Bankas? est la plus grande banque privée de Turquie, offrant une large gamme de services bancaires aux particuliers et aux entreprises, avec une présence importante à l'international.

L'Obligation émise par Türkiye ?? Bankas? ( Turquie ) , en USD, avec le code ISIN US900151AB70, paye un coupon de 6% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 23/10/2022







US$1,000,000,000 6.00% Subordinated Notes due 2022
(the "Bank" or "Issuer"), is issuing US$1,000,000,000 6.00% Subordinated Notes due 2022 (the "Notes"). The Notes have not been and
will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or the securities or "blue sky" laws
of any state of the United States of America ("United States" or "US"), the United Kingdom or any other jurisdiction, and are being
offered: (a) for sale (the "US Offering") to qualified institutional buyers only (each a "QIB") as defined in, and in reliance upon, Rule 144A
under the Securities Act ("Rule 144A") and (b) for sale to non-US persons outside the United States (the "International Offering" and, with
the US Offering, the "Offering") in reliance upon Regulation S under the Securities Act ("Regulation S"). For a description of certain
restrictions on sale and transfer of investments in the Notes, see "Plan of Distribution," "Selling Restrictions" and "Transfer Restrictions"
herein.
INVESTING IN THE NOTES INVOLVES RISKS. PROSPECTIVE INVESTORS SHOULD CONSIDER THE
FACTORS SET FORTH UNDER "RISK FACTORS" BEGINNING ON PAGE 23 OF THIS OFFERING CIRCULAR.
Interest on the Notes will be paid in arrear on the 24th day of each April and October; provided that if any such date is not a
Payment Business Day (as defined in Condition 6), then such payment will be made on the next Payment Business Day. Principal of the
Notes is scheduled to be paid on October 24, 2022 (the "Maturity Date"), but may be paid earlier under certain circumstances as further
described herein. The Notes initially will be sold to investors at a price equal to 100.00% of the principal amount thereof. For a more
detailed description of the Notes, see "Conditions of the Notes."
Application has been made to: (a) the Financial Services Authority in its capacity as competent authority under the Financial
Services and Markets Act 2000 (the "UK Listing Authority") for the Notes to be admitted to listing on the official list of the UK Listing
Authority (the "Official List") and (b) London Stock Exchange plc (the "London Stock Exchange") for the Notes to be admitted to trading
on the London Stock Exchange's Regulated Market (the "Market"). References in this Offering Circular (this "Offering Circular") to the
Notes being "listed" (and all related references) will mean that the Notes have been admitted to the Official List and have been admitted to
trading on the Market. The Market is a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the
Council of the European Union on markets in financial instruments.
Application has been made to the Capital Markets Board of Turkey (the "CMB") in its capacity as competent authority under
Law No. 2499 of the Republic of Turkey ("Turkey") relating to capital markets (the "Capital Markets Law") for the registration of the
Notes with the CMB and the issuance of the Notes by the Bank outside Turkey. The issuance of the Notes was approved by the CMB on
June 13, 2012, and the registration certificate relating to the Notes is expected to be obtained from the CMB on or about October 19, 2012.
Under current Turkish tax law, withholding tax at the rate of 0% applies to interest on the Notes. See "Taxation-Certain Turkish
Tax Considerations."
The Notes are expected to be rated at issuance "BB+" by Fitch Ratings Ltd. ("Fitch") and "Ba2" by Moody's Investors Service
Limited ("Moody's" and, together with Fitch and Standard & Poor's Credit Market Services Europe Limited ("Standard & Poor's"), the
"Rating Agencies"). The Rating Agencies have also issued ratings in respect of the Turkish government, as set out on page 39 of this
Offering Circular, and the Bank, as set out on page 135 of this Offering Circular. A rating is not a recommendation to buy, sell or hold
securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organization. As of the date of this
Offering Circular, each of the Rating Agencies is established in the European Union and is registered under Regulation (EU)
No 1060/2009, as amended.
The Notes are being offered under Rule 144A and Regulation S by each of Deutsche Bank AG, London Branch, J.P. Morgan
Securities plc, Mitsubishi UFJ Securities International plc and Standard Chartered Bank (each an "Initial Purchaser" and, collectively, the
"Initial Purchasers"), subject to their acceptance and right to reject orders in whole or in part. It is expected that: (a) delivery of the
Rule 144A Notes (as defined below) will be made in book-entry form only through the facilities of The Depository Trust Company
("DTC"), against payment therefor in immediately available funds on October 24, 2012 (i.e., the fourth Business Day following the date of
pricing of the Notes (such date being referred to herein as the "Issue Date" and such settlement cycle being herein referred to as "T+4")),
and (b) delivery of the Regulation S Notes (as defined below) will be made in book-entry form only through the facilities of Euroclear
Bank S.A./N.V. ("Euroclear") and/or Clearstream Banking, société anonyme, Luxembourg ("Clearstream, Luxembourg"), against payment
therefor in immediately available funds on the Issue Date.
Deutsche Bank
J.P. Morgan
Mitsubishi UFJ Securities
Standard Chartered Bank
The date of this Offering Circular is October 22, 2012.




This Offering Circular comprises a prospectus for: (a) the purpose of Article 5 of Directive 2003/71/EC of the
European Union, as amended (including the amendments made by Directive 2010/73/EU) to the extent that such
amendments have been implemented in the relevant member state of the European Economic Area (the "Prospectus
Directive"), and (b) the purpose of giving information with regard to the Bank and the Notes that, according to the
particular nature of the Bank and the Notes, is necessary to enable investors to make an informed assessment of the
assets and liabilities, financial position, profit and losses and prospects of the Bank and of the rights attaching to the
Notes. This Offering Circular is to be read in conjunction with the financial statements that form part of and are
included herein.
The Bank, having made all reasonable enquiries, confirms that: (a) this Offering Circular contains all information
that in its view is material in the context of the issuance and offering of the Notes, (b) the information contained in this
Offering Circular is true and accurate in all material respects and is not misleading, (c) any opinions, predictions or intentions
expressed in this Offering Circular on the part of the Bank are honestly held or made by the Bank and are not misleading in
any material respects, and there are no other facts the omission of which would make this Offering Circular 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 Bank to ascertain such facts and to verify the accuracy of all such information
and statements.
This Offering Circular does not constitute an offer of, or an invitation by or on behalf of the Bank and/or the Initial
Purchasers to subscribe for or purchase, any Notes (or beneficial interests therein). This Offering Circular 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. The Notes (and beneficial
interests therein) may not be offered or sold, directly or indirectly, and this Offering Circular may not be circulated, in any
jurisdiction except in accordance with legal requirements applicable to such jurisdiction.
The distribution of this Offering Circular and the offer or sale of the Notes (or beneficial interests therein) in certain
jurisdictions may be restricted by law. Persons into whose possession this Offering Circular may come are required by the
Bank and the Initial Purchasers to inform themselves about and to observe any such restrictions. For a description of certain
restrictions on offers, sales and deliveries of the Notes (or beneficial interests therein) and on the distribution of this Offering
Circular and other offering material relating to the Notes, see "Selling Restrictions" and "Transfer Restrictions."
No person has been authorized in connection with the offering of the Notes (or beneficial interests therein) to give
any information or make any representation regarding the Bank, the Initial Purchasers or the Notes other than as contained in
this Offering Circular. Any such representation or information must not be relied upon as having been authorized by the Bank
or the Initial Purchasers. The delivery of this Offering Circular at any time does not imply that there has been no change in
the Bank's affairs or that the information contained in it is correct as of any time subsequent to its date. This Offering
Circular may only be used for the purpose for which it has been published.
No representation or warranty, express or implied, is made by the Initial Purchasers as to the accuracy or
completeness of the information set forth in this Offering Circular, and nothing contained in this Offering Circular is, or
should be relied upon as, a promise or representation, whether as to the past or the future, by the Initial Purchasers. None of
the Initial Purchasers assumes any responsibility for the accuracy or completeness of the information set forth in this Offering
Circular. Each person contemplating making an investment in the Notes must make its own investigation and analysis of the
creditworthiness of the Bank and 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. The Notes may not be suitable investments for all investors. In particular,
each potential investor should:
·
have 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 this Offering Circular or any applicable supplement,
·
have 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,
1


·
have 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,
·
understand thoroughly the terms of the Notes and be familiar with the behavior of financial markets in which
they participate, and
·
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest
rate and other factors that may affect its investment and its ability to bear the applicable risks.
None of the Bank, the Initial Purchasers or any of their respective representatives is making any representation to
any offeree or purchaser of the Notes (or beneficial interests therein) regarding the legality of any investment by such offeree
or purchaser under applicable legal investment or similar laws. Each investor should consult with its own advisers as to the
legal, tax, business, financial and related aspects of an investment in the Notes.
2


TABLE OF CONTENTS
GENERAL INFORMATION......................................................................................................................................................4
RESPONSIBILITY STATEMENT.............................................................................................................................................5
NOTICE TO NEW HAMPSHIRE RESIDENTS ........................................................................................................................6
FORWARD-LOOKING STATEMENTS ...................................................................................................................................6
PRESENTATION OF FINANCIAL INFORMATION ..............................................................................................................7
NON-GAAP MEASURES OF FINANCIAL PERFORMANCE ...............................................................................................9
CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION ........................................................................9
DOCUMENTS INCORPORATED BY REFERENCE.............................................................................................................10
ENFORCEMENT OF JUDGMENTS AND SERVICE OF PROCESS....................................................................................10
AVAILABLE INFORMATION................................................................................................................................................11
OVERVIEW ..............................................................................................................................................................................12
SUMMARY FINANCIAL AND OTHER INFORMATION....................................................................................................21
RISK FACTORS .......................................................................................................................................................................23
USE OF PROCEEDS ................................................................................................................................................................45
EXCHANGE RATES................................................................................................................................................................46
CAPITALIZATION OF THE GROUP .....................................................................................................................................47
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS .............................................................................................................................................................48
SUMMARY OF SIGNIFICANT DIFFERENCES BETWEEN IFRS AND BRSA ACCOUNTING
PRINCIPLES AND RECONCILIATION OF CERTAIN BRSA AND IFRS DATA .......................................................82
SELECTED STATISTICAL AND OTHER INFORMATION.................................................................................................86
BUSINESS OF THE GROUP .................................................................................................................................................103
RISK MANAGEMENT ..........................................................................................................................................................135
MANAGEMENT ....................................................................................................................................................................147
OWNERSHIP ..........................................................................................................................................................................156
RELATED PARTY TRANSACTIONS..................................................................................................................................159
TURKISH BANKING SYSTEM ............................................................................................................................................160
TURKISH REGULATORY ENVIRONMENT ......................................................................................................................164
CONDITIONS OF THE NOTES ............................................................................................................................................184
THE GLOBAL CERTIFICATES............................................................................................................................................196
BOOK-ENTRY CLEARANCE SYSTEMS............................................................................................................................198
TAXATION.............................................................................................................................................................................202
CERTAIN CONSIDERATIONS FOR ERISA AND OTHER US EMPLOYEE BENEFIT PLANS ....................................206
PLAN OF DISTRIBUTION ....................................................................................................................................................207
SELLING RESTRICTIONS....................................................................................................................................................209
TRANSFER RESTRICTIONS................................................................................................................................................211
LEGAL MATTERS.................................................................................................................................................................215
OTHER GENERAL INFORMATION....................................................................................................................................216
INDEX OF TERMS ................................................................................................................................................................218
APPENDIX A
FINANCIAL STATEMENTS
APPENDIX A1 UNAUDITED BRSA FINANCIAL STATEMENTS OF THE GROUP FOR THE SIX MONTH PERIOD
ENDED JUNE 30, 2012 (INCLUDING NUMBERS FOR THE CORRESPONDING PERIOD IN 2011)
APPENDIX A2 AUDITED BRSA FINANCIAL STATEMENTS OF THE GROUP FOR THE FISCAL YEAR ENDED
DECEMBER 31, 2011 (INCLUDING 2010 NUMBERS)
APPENDIX A3 AUDITED BRSA FINANCIAL STATEMENTS OF THE GROUP FOR THE FISCAL YEAR ENDED
DECEMBER 31, 2010 (INCLUDING 2009 NUMBERS)
APPENDIX A4 UNAUDITED BRSA FINANCIAL STATEMENTS OF THE BANK FOR THE SIX MONTH PERIOD
ENDED JUNE 30, 2012 (INCLUDING NUMBERS FOR THE CORRESPONDING PERIOD IN 2011)
APPENDIX A5 AUDITED BRSA FINANCIAL STATEMENTS OF THE BANK FOR THE FISCAL YEAR ENDED
DECEMBER 31, 2011 (INCLUDING 2010 NUMBERS)
APPENDIX A6 AUDITED BRSA FINANCIAL STATEMENTS OF THE BANK FOR THE FISCAL YEAR ENDED
DECEMBER 31, 2010 (INCLUDING 2009 NUMBERS)
3


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 US jurisdiction. Each investor, by purchasing a Note (or a beneficial
interest therein), agrees that the Notes (or beneficial interests therein) may be reoffered, resold, pledged or otherwise
transferred only upon registration under the Securities Act or pursuant to the exemptions therefrom described under "Transfer
Restrictions." Each investor also will be deemed to have made certain representations and agreements as described therein.
Any resale or other transfer, or attempted resale or other attempted transfer, that is not made in accordance with the transfer
restrictions may subject the transferor and transferee to certain liabilities under applicable securities laws.
The offering of the Notes has been authorized by the CMB only for the purpose of the sale of the Notes outside of
Turkey in accordance with Article 15(b) of Decree 32 on the Protection of the Value of the Turkish Currency (as amended
from time to time, "Decree 32") and Articles 6 and 25 of Communiqué Serial II, No. 22 on the Principles on the Registration
and Sale of Debt Instruments (the "Communiqué"). The Notes (or beneficial interests therein) must be offered or sold to real
persons and legal entities domiciled outside of Turkey in accordance with the Banking Regulation and Supervision Agency
(the "BRSA") decision dated May 6, 2010 No. 3665 (as notified by the BRSA in its letter to the Banks Association of Turkey
dated May 10, 2010 and numbered B.02.1.BDK.0.11.00.00.31.2 9392) and the CMB has authorized the offering of the Notes;
provided that, following the primary sale of the Notes, no transaction that may be deemed a sale of the Notes (or beneficial
interests therein) in Turkey by way of private placement or public offering may be engaged in. Pursuant to Article 15(d)(ii) of
Decree 32, there is no restriction on the purchase or sale of the Notes (or beneficial interests therein) in secondary markets by
residents of Turkey; provided that they purchase or sell such Notes (or beneficial interests) in the financial markets outside of
Turkey and such sale and purchase is made through banks and/or licensed brokerage institutions authorized pursuant to CMB
regulations. The registration certificate relating to the Notes is expected to be obtained from the CMB on or about October
19, 2012.
Notes offered and sold to QIBs in reliance upon Rule 144A (the "Rule 144A Notes") will be represented by
beneficial interests in one or more permanent global certificates in fully registered form without interest coupons (the
"Rule 144A Certificates"). Notes offered and sold outside the United States to non-US persons pursuant to Regulation S (the
"Regulation S Notes") will be represented by beneficial interests in one or more permanent global certificates in fully
registered form without interest coupons (the "Regulation S Certificates" and, with the Rule 144A Certificates, the "Global
Certificates").
The Regulation S Certificates will be deposited on or about the Issue Date with a common depository (the "Common
Depository") for Euroclear and Clearstream, Luxembourg, and will be registered in the name of the Common Depository (or
a nominee thereof). Except as described in this Offering Circular, beneficial interests in the Regulation S Certificates will be
represented through accounts of financial institutions acting on behalf of beneficial owners as direct and indirect participants
in Euroclear and Clearstream, Luxembourg. The Rule 144A Certificates will be deposited on or about the Issue Date with
The Bank of New York Mellon, New York Branch, in its capacity as custodian (the "Custodian") for, and will be registered
in the name of Cede & Co. as nominee of, DTC. Except as described in this Offering Circular, beneficial interests in the
Rule 144A Certificates will be represented through accounts of financial institutions acting on behalf of beneficial owners as
direct and indirect participants in DTC. Except as described in this Offering Circular, owners of beneficial interests in the
Global Certificates will not be entitled to have the Notes registered in their names, will not receive or be entitled to receive
physical delivery of the Notes in definitive form and will not be considered holders of the Notes under the Notes and the
agency agreement relating to the Notes dated the Issue Date (the "Agency Agreement").
Applications have been made to admit the Notes to listing on the Official List and to have the Notes admitted to
trading on the Market; however, no assurance can be given that such applications will be accepted.
In connection with the issue of the Notes, one or more Initial Purchaser(s) named as the stabilizing manager(s) (if
any) (the "Stabilizing Manager(s)") (or persons acting on behalf of any Stabilizing Manager(s)) may over-allot Notes or
effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise
prevail; however, there is no assurance that the Stabilizing Manager(s) (or persons acting on behalf of a Stabilizing Manager)
will undertake any stabilization action. Any stabilization action may begin on or after the date on which adequate public
disclosure of the terms of the offer of the Notes is made and, if begun, may be ended at any time, but it must end no later than
the earlier of 30 days after the Issue Date and 60 days after the date of the allotment of the Notes. Any stabilization action or
over-allotment must be conducted by the relevant Stabilizing Manager(s) (or persons acting on behalf of any Stabilizing
4


Manager(s)) 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 registered with the CMB.
Other than authorization by the CMB, the Notes have not been approved or disapproved by the US Securities and
Exchange Commission (the "SEC"), any state securities commission or any other US, Turkish, United Kingdom or other
regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of this Offering or the
accuracy or adequacy of this Offering Circular. Any representation to the contrary may be a criminal offense.
The distribution of this Offering Circular and the offering of the Notes (and beneficial interests therein) in certain
jurisdictions may be restricted by law. Persons that come into possession of this Offering Circular are required by the Bank
and the Initial Purchasers to inform themselves about and to observe any such restrictions.
This Offering Circular does not constitute an offer to sell or the solicitation of an offer to buy the Notes (or any
beneficial interest therein) in any jurisdiction to the extent that such offer or solicitation is unlawful. In particular, there are
restrictions on the distribution of this Offering Circular and the offer and sale of the Notes (and beneficial interests therein) in
the United States, Turkey, the United Kingdom and numerous other jurisdictions.
In this Offering Circular, "Bank" means T rkiye
Bankas A. . on a stand-alone basis and "Group" means the
Bank and its consolidated subsidiaries (and, with respect to accounting information, other consolidated entities).
Reference is made to the "Index of Terms" for the location of the definitions of certain terms defined herein.
RESPONSIBILITY STATEMENT
The Bank accepts responsibility for the information contained in this Offering Circular. To the best of the
knowledge and belief of the Bank (which has taken all reasonable care to ensure that such is the case), the information
contained in this Offering Circular is in accordance with the facts and contains no omission likely to affect the import of such
information.
All of the information contained in this Offering Circular concerning the Turkish market and its competitors has
been obtained (and used without material adjustment) from publicly available information, including press releases and
filings made under various laws. Unless otherwise indicated, all data relating to the Turkish banking sector in this Offering
Circular have been obtained from the BRSA's website at www.bddk.org.tr or the Banks Association of Turkey's website at
www.tbb.org.tr, and all data relating to the Turkish economy, including statistical data, have been obtained from the website
of the Turkish Statistical Institute (T rkiye statistik Kurumu) ("TurkStat") at www.turkstat.gov.tr, the website of the Central
Bank of Turkey (T rkiye Cumhuriyeti Merkez Bankas ) (the "Central Bank") at www.tcmb.gov.tr, the Turkish Treasury's
website
at
www.hazine.gov.tr
or
the
European
Banking
Federation
at
www.ebf-fbe.eu).
Data
have
been
downloaded/observed on various days between the months of August 2012 and October 2012 and may be the result of
calculations made by the Bank, and therefore may not appear in the exact same form on such websites or elsewhere. Such
websites do not, and should not be deemed to, constitute a part of, or be incorporated into, this Offering Circular.
Unless otherwise indicated, the sources for statements and data concerning the Bank, the Group and their business
are based upon best estimates and assumptions of the Bank's management. Management believes that these assumptions are
reasonable and that its estimates have been prepared with due care. The data concerning the Bank and the Group included
herein, whether based upon external sources or the Bank's management's internal research, constitute the Bank's best current
estimates of the information described.
Any translation of information from Turkish into English for the purpose of inclusion in this Offering Circular is
direct and accurate.
Where third-party information has been used in this Offering Circular, the source of such information has been
identified. In the case of the presented statistical information, similar statistics may be obtainable from other sources,
although the underlying assumptions and methodology, and consequently the resulting data, may vary from source to source.
Where information has been sourced from a third party, such publications generally state that the information they contain
has been obtained from sources believed to be reliable but that the accuracy and completeness of such information is not
5


guaranteed. Information regarding the Bank's shareholders (including ownership levels and agreements) in the "Overview -
Overview of the Group," "Business of the Group" and "Ownership" sections has been based upon public filings and
announcements by such parties. Such data (including from the Banks Association of Turkey, the BRSA, the Central Registry
Agency, TurkStat and the Central Bank), while believed to be reliable and accurately extracted by the Bank for the purposes
of this Offering Circular, has not been independently verified by the Bank or any other party and prospective investors should
not place undue reliance upon such data included in this Offering Circular. As far as the Bank is aware and able to ascertain
from the information published by such third-party sources, this information has been accurately reproduced and no facts
have been omitted that would render the reproduction of this information inaccurate or misleading.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE
HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES ANNOTATED (THE
"RSA") WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY
REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY
THE NEW HAMPSHIRE SECRETARY OF STATE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE,
COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR
EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE NEW HAMPSHIRE
SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR
RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL
TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY
REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
FORWARD-LOOKING STATEMENTS
This Offering Circular contains statements that may be considered to be "forward-looking statements" (as that term
is defined in the US Private Securities Litigation Reform Act of 1995) relating to the Group's financial position, business
strategy, plans and objectives of management for future operations (including development plans and objectives relating to
the Group's businesses). When used in this Offering Circular, the words "anticipates," "estimates," "expects," "believes,"
"intends," "plans," "aims," "may," "will," "should" and any similar expression generally identify forward-looking
statements. Forward-looking statements appear in a number of places throughout this Offering Circular, including (without
limitation) under "Risk Factors," "Use of Proceeds," "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and "Business of the Group" and include, but are not limited to, statements regarding:
·
strategy and objectives,
·
trends affecting the Group's results of operations and financial condition,
·
asset portfolios,
·
loan loss reserves,
·
capital spending,
·
legal proceedings, and
·
the Group's potential exposure to market risk and other risk factors.
Forward-looking statements involve risks, uncertainties and assumptions. Actual results may differ materially from
those expressed in these forward-looking statements.
The Bank has identified some of the risks inherent in these forward-looking statements and these are set out under
"Risk Factors." Such risks include, but are not limited to, those in relation to:
·
the interests of the Bank's controlling shareholders,
6


·
counterparty credit risk,
·
any growth in the Group's loan portfolio and industry and borrower concentrations therein,
·
changes in market interest rates and exchange rates,
·
liquidity and deposit concentration risks,
·
access to capital,
·
operational risks,
·
the policies of the Turkish government,
·
the Group's ability to retain key members of staff,
·
the Group's risk management activities,
·
competition in the Turkish banking sector,
·
changes to Turkish law and regulations,
·
changes to capital adequacy requirements, and
·
the Turkish economy.
Should one or more of these factors or uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those described herein as anticipated, believed, estimated, expected or intended.
There may be other risks, including some risks of which the Bank is unaware, that could adversely affect the Group's results
or the accuracy of forward-looking statements in this Offering Circular. Therefore, potential investors should not consider the
factors discussed under "Risk Factors" to be a complete set of all potential risks or uncertainties of investing in the Notes.
Potential investors should not place undue reliance upon any forward-looking statements. The Bank does not have
any intention or obligation to update forward-looking statements to reflect new information or future events or risks that may
cause the forward-looking events discussed in this Offering Circular not to occur or to occur in a manner different from what
the Bank currently expects.
PRESENTATION OF FINANCIAL INFORMATION
The Bank maintains its books and prepares its statutory financial statements in Turkish Lira in accordance with the
prevailing accounting principles and standards set out as per Articles 37 and 38 of the Banking Law No: 5411 and other
regulations, circulars and communiqués in respect of accounting and financial reporting and pronouncements made by the
BRSA (collectively, the "BRSA Principles").
The Bank's consolidated and unconsolidated annual statutory financial statements as of and for the years ended
December 31, 2009, 2010 and 2011 (the "BRSA Annual Financial Statements") and unaudited interim consolidated and
unconsolidated financial statements for the six month period ended June 30, 2012 (the "BRSA Interim Financial Statements"
and, together with the BRSA Annual Financial Statements, the "BRSA Financial Statements") have been prepared and
presented in accordance with BRSA Principles. It is important to note that the consolidated BRSA Financial Statements are
prepared with inclusion of only financial subsidiaries and other equity participations are included as noted in the following
paragraph. The Bank's foreign affiliates maintain their books of account and prepare their financial statements in accordance
with the generally accepted accounting principles and the related legislation applicable in the countries in which they operate.
The BRSA Financial Statements are prepared on a historical cost basis except for: (a) financial assets at fair value
through profit or loss, financial assets available-for-sale, financial liabilities held for trading, derivative financial instruments
7


and equity participations quoted on the stock exchanges, which are presented on a fair value basis if reliable measures are
available, and (b) loans, investments categorized as held-to-maturity and other financial liabilities, which are presented at
amortized cost. Though the Group is not required by Turkish law to prepare financial statements in accordance with
International Financial Reporting Standards ("IFRS"), including International Accounting Standards ("IAS") as promulgated
by the International Accounting Standards Board ("IASB") and interpretations issued by the Interpretations Committee of
IASB, as international investors are generally unfamiliar with BRSA Principles, the Group prepares financial statements in
accordance with IFRS. The Group's IFRS financial statements as of and for the years ended December 31, 2009, 2010 and
2011 (the "IFRS Financial Statements") have been incorporated herein by reference.
The BRSA Annual Financial Statements as of and for the year ended December 31, 2009 have been audited in
accordance with the "Regulation Regarding the Authorization and Activities of Incorporations that will Perform Independent
Audit at Banks" published in the Official Gazette no: 26333 on November 1, 2006 and the International Standards on
Auditing by DRT Ba ms z Denetim ve Serbest Muhasebeci Mali M avirlik A. . (a member of Deloitte Touche Tohmatsu
Limited) ("Deloitte"). The BRSA Annual Financial Statements as of and for the years ended December 31, 2010 and 2011
have been audited in accordance with such regulation and the International Standards on Auditing by Akis Ba ms z Denetim
ve Serbest Muhasebeci Mali M avirlik A. . (the Turkish member firm of KPMG International Cooperative, a Swiss entity)
("KPMG"). See KPMG's report included with the BRSA Annual Financial Statements attached to this Offering Circular.
According to BRSA regulations the Bank was required to rotate its external auditors. As a result, KPMG was appointed as
the Bank's external auditors as of December 17, 2009 for three years (i.e., financial statements for 2010, 2011 and 2012). See
"Management's Discussion and Analysis of Financial Condition and Results of Operation ­ Audit Qualification."
The IFRS Financial Statements as of and for the years ended December 31, 2009 have been audited in accordance
with the International Standards on Auditing by Deloitte. The IFRS Financial Statements as of and for the years ended
December 31, 2010 and 2011 have been audited in accordance with the International Standards on Auditing by KPMG. See
KPMG's reports included with the IFRS Financial Statements incorporated by reference into this Offering Circular. See
"Management's Discussion and Analysis of Financial Condition and Results of Operation ­ Audit Qualification."
The BRSA Interim Financial Statements as of and for the six month period ended June 30, 2012 have been reviewed
by KPMG. See KPMG's report included with the BRSA Interim Financial Statements attached to this Offering Circular.
With respect to the unaudited BRSA Interim Financial Statements as of and for the six month period ended June 30, 2012
(with June 30, 2011 as the comparative period) attached to this Offering Circular, KPMG has reported that they applied
limited procedures in accordance with professional standards for a review of such information; however, their separate report
attached to this Offering Circular states that they did not audit and they do not express an opinion on that interim financial
information. Accordingly, the degree of reliance on their report on such information should be restricted in light of the
limited nature of the review procedures applied. See "Management's Discussion and Analysis of Financial Condition and
Results of Operation ­ Audit Qualification."
Unless otherwise indicated, the financial information presented herein is based upon the BRSA Financial Statements
attached hereto and have been extracted from the BRSA Financial Statements without material adjustment.
The Bank utilizes several internal definitions of small and medium-sized enterprise ("SME") based upon criteria
including annual turnover, credit limits and/or average assets under management, among others; however, with respect to
certain published financial information concerning SMEs, the Bank uses the BRSA definition of SME in order to render such
data comparable to that of other Turkish banks. Such BRSA definition of SME includes companies with an annual turnover
or total assets of less than or equal to TL 25 million or companies with less than or equal to 250 employees (the "BRSA SME
Definition").
The Bank utilizes several internal definitions of corporate customers based upon criteria including annual sales
and/or credit limits, among others; however, with respect to certain published financial information concerning corporate
customers, the Bank defines corporate customers as those companies that are larger than SMEs (in terms of annual turnover,
total assets or number of employees) as defined by the BRSA SME Definition in order to render such data comparable to that
of other Turkish banks (the "Corporate Definition").
Certain figures included in this Offering Circular have been subject to rounding adjustments (e.g., certain US Dollar
amounts have been rounded to the nearest million). Accordingly, figures shown for the same category presented in different
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