Obligation Türkiye ?? Bankas? 3.75% ( US900151AD37 ) en USD

Société émettrice Türkiye ?? Bankas?
Prix sur le marché 100 %  ⇌ 
Pays  Turquie
Code ISIN  US900151AD37 ( en USD )
Coupon 3.75% par an ( paiement semestriel )
Echéance 10/10/2018 - Obligation échue



Prospectus brochure de l'obligation Turkiye Is Bankasi US900151AD37 en USD 3.75%, échue


Montant Minimal 200 000 USD
Montant de l'émission 750 000 000 USD
Cusip 900151AD3
Notation Standard & Poor's ( S&P ) N/A
Notation Moody's N/A
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 US900151AD37, paye un coupon de 3.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 10/10/2018







IMPORTANT NOTICE
THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER: (a) PURCHASING IN
OFFSHORE TRANSACTIONS AND NOT US 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 Offering
Circular (the "Offering Circular"), and you are therefore advised to read this carefully before reading, accessing or making
any other use of the Offering Circular. In accessing the Offering Circular, 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, US 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 FOLLOWING OFFERING CIRCULAR 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 OFFERING CIRCULAR 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 Offering Circular or make an investment
decision with respect to the securities described therein, prospective investors must be either: (a) purchasing in offshore
transactions and not US persons (each as defined in Regulation S) or (b) qualified institutional buyers within the meaning of
Rule 144A under the Securities Act ("QIBs"). The Offering Circular is being sent at your request and by accepting this
electronic distribution and accessing the Offering Circular, 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 US
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 Offering Circular by electronic transmission and
(iii) you have understood and agree to the terms set out herein.
You are reminded that the Offering Circular has been delivered to you on the basis that you are a person into whose
possession the Offering Circular 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 Offering Circular 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 Offering Circular 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 Barclays
Bank PLC, Citigroup Global Markets Limited, Deutsche Bank AG, London Branch, HSBC Bank plc and J.P. Morgan
Securities plc, as initial purchasers of the New Notes (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 Offering Circular 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.
The Offering Circular is being distributed only to and directed only at: (a) persons who are outside the United
Kingdom, (b) persons in the United Kingdom 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 or (c) those persons
in the United Kingdom to whom it may otherwise lawfully be distributed (all such persons together being referred to as
"relevant persons"). In the United Kingdom, the Offering Circular is directed only at relevant persons and must not be acted
on or relied upon by persons who are not relevant persons. In the United Kingdom, any investment or investment activity to
which the Offering Circular relates is available only to relevant persons and will be engaged in only with relevant persons.
This Offering Circular is being distributed only to and directed at real persons and legal entities domiciled outside of
Turkey.


TÜRKYE BANKASI A..
US$250,000,000 3.750% Notes due 2018
Issue price: 100.983% plus 16 days' deemed accrued interest
(in respect of the period from (and including)
April 10, 2013 to (but excluding) April 26, 2013)
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 "Issuer"), is issuing US$250,000,000 3.750% Notes due 2018 (the "New Notes"). The New Notes will
be consolidated and form a single series with the US$500,000,000 3.750% Notes due 2018 (the "Original Notes" and, together with the New Notes, the
"Notes") issued by the Bank on April 10, 2013 (the "Original Issue Date") on the New Issue Date.
The New 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 in offshore transactions (the "International Offering" and, with the US Offering, the
"Offering") in reliance upon Regulation S under the Securities Act ("Regulation S"). For a description of certain restrictions on sale and transfer of
investments in the New Notes, see "Plan of Distribution," "Selling Restrictions" and "Transfer Restrictions" herein.
INVESTING IN THE NEW NOTES INVOLVES RISKS. PROSPECTIVE INVESTORS SHOULD CONSIDER THE FACTORS SET
FORTH UNDER "RISK FACTORS" BEGINNING ON PAGE 17 OF THIS OFFERING CIRCULAR.
Interest on the Notes will be paid in arrear on the 10th day of each April and October; provided that if any such date is not a Business Day (as
defined in Condition 7), then such payment will be made on the next Business Day. Principal of the Notes is scheduled to be paid on October 10, 2018 (the
"Maturity Date"), but may be paid earlier under certain circumstances as further described herein. The New Notes initially will be sold to investors at a price
equal to 100.983% of the principal amount thereof plus 16 days' deemed accrued interest (in respect of the period from (and including) the Original Issue
Date to (but excluding) the New Issue Date). For a more detailed description of the Notes, see "Conditions of the Notes."
This Offering Circular (this "Offering Circular") has been approved by the Central Bank of Ireland, as competent authority under
Directive 2003/71/EC ("Prospectus Directive") as amended (which includes the amendments made by Directive 2010/73/EU to the extent that such
amendments have been implemented in a relevant member state of the European Economic Area). The Central Bank of Ireland only approves this Offering
Circular as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. Application has been made to the Irish Stock
Exchange for the New Notes to be admitted to the Official List and trading on its regulated market (the "Main Securities Market"). Such approval relates
only to the New Notes that are to be admitted to trading on a regulated market for the purposes of Directive 2004/39/EC and/or that are to be offered to the
public in any member state of the European Economic Area. References in this Offering Circular to the New Notes being "listed" (and all related references)
shall mean that the New Notes have been admitted to the Official List and have been admitted to trading on the Main Securities Market. The Main Securities
Market is a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments.
Application has been made to the Capital Markets Board of Turkey (the "CMB"), in its capacity as competent authority under Law No. 6362 (the
"Capital Markets Law") of the Republic of Turkey ("Turkey") relating to capital markets, for the issuance and sale of the Notes by the Bank outside of
Turkey. The New Notes cannot be sold before the necessary approvals and the approved issuance certificate are obtained from the CMB. The CMB approval
relating to the issuance based upon which the Offering will be conducted was obtained on March 19, 2013, and the issuance certificate bearing the approval
of the CMB relating to the New Notes is expected to be obtained from the CMB on or about April 26, 2013.
Under current Turkish tax regulations, withholding tax at the rate of 0% applies to interest on the Notes. See "Taxation-Certain Turkish Tax
Considerations."
The Original Notes were rated "BBB" by Fitch Ratings Ltd. ("Fitch") and "Baa2" 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"), and it is expected that the rating
of the Notes will be the same immediately after issuance of the New Notes. The Rating Agencies have also issued ratings in respect of the Bank, as set out
on page 121 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 New Notes are being offered under Rule 144A and Regulation S by each of Barclays Bank PLC, Citigroup Global Markets Limited, Deutsche
Bank AG, London Branch, HSBC Bank plc and J.P. Morgan Securities plc (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 April
26, 2013 (i.e., the fourth Business Day following the date of pricing of the New Notes (such date being referred to herein as the "New 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 SA/NV ("Euroclear") and/or Clearstream Banking, société anonyme ("Clearstream, Luxembourg"), against payment
therefor in immediately available funds on the New Issue Date.
Joint Lead Managers
Barclays
Citigroup
Deutsche Bank
HSBC
J.P. Morgan
The date of this Offering Circular is April 24, 2013.


This Offering Circular constitutes a prospectus for: (a) the purpose of Article 5 of the Prospectus Directive
and (b) the purpose of giving information with regard to the Bank and the New Notes that, according to the particular
nature of the Bank and the New 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 New
Notes. This Offering Circular is to be read in conjunction with the financial statements that form part of and are
included herein (or are incorporated by reference 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 New Notes (or beneficial interests therein), (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 or the Initial
Purchasers to subscribe for or purchase, any New 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 New Notes
(or beneficial interests therein) in accordance with the terms and conditions specified by the Initial Purchasers. The New
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 New 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 New Notes (or beneficial interests therein) and on the distribution of
this Offering Circular and other offering material relating to the New Notes, see "Selling Restrictions" and "Transfer
Restrictions."
No person has been authorized in connection with the offering of the New Notes (or beneficial interests therein) to
give any information or make any representation regarding the Bank, the Initial Purchasers or the New 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 New 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 New 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 New Notes, the merits and
risks of investing in the New 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 New Notes and the impact such investment will have on its overall
investment portfolio,
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·
have sufficient financial resources and liquidity to bear all of the risks of an investment in the New Notes,
including where the currency for principal and interest payments is different from the potential investor's
currency,
·
understand thoroughly the terms of the New 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 counsel or other representatives is making any
representation to any offeree or purchaser of the New 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 New 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 US jurisdiction. Each investor, by purchasing a New Note (or a beneficial
interest therein), agrees that the New Notes (or beneficial interests therein) may be reoffered, resold, pledged or otherwise
transferred only upon registration under the Securities Act or pursuant to the exemptions from the registration requirements
thereof described under "Transfer Restrictions." Each investor also will be deemed to have made certain representations and
agreements as described therein. Any resale or other transfer, or attempted resale or other attempted transfer, of the New
Notes (or a beneficial interest therein) that is not made in accordance with the transfer restrictions may subject the transferor
and transferee to certain liabilities under applicable securities laws.
In this Offering Circular "Bank" means Türkiye Bankasi A.. on a stand-alone basis and "Group" means the Bank
and its consolidated subsidiaries (and, with respect to accounting information, other consolidated entities).
The offering of the New Notes has been authorized and (prior to the New Issue Date) approved by the CMB only for
the purpose of the sale of the New 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"), the Banking Law No. 5411 and its
related legislation (the "Banking Regulations"), the Capital Markets Law and the Communiqué Serial II, No. 22 on the
Principles on the Registration and Sale of Debt Instruments (the "Communiqué"). The New 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 New Notes; provided that, following the primary sale of the New Notes, no transaction that
may be deemed a sale of the New 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
New Notes (or beneficial interests therein) in secondary markets by residents of Turkey; provided that they purchase or sell
such New Notes (or beneficial interests) in the financial markets outside of Turkey, such sale and purchase is made through
banks and/or licensed brokerage institutions authorized pursuant to CMB regulations and the purchase price is transferred
through banks. The issuance certificate bearing the approval of the CMB relating to the New Notes is expected to be obtained
on or before April 26, 2013.
New Notes offered and sold to QIBs in reliance upon Rule 144A will on the New Issue Date be consolidated with
the Original Notes offered and sold on the same basis (together, the "Rule 144A Notes"), all of which 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"). New Notes offered and sold outside the United States to non-US persons pursuant to
Regulation S will on the New Issue Date be consolidated with the Original Notes offered and sold on the same basis
(together, the "Regulation S Notes"), all of which Notes will be represented by beneficial interests in a permanent global
certificate­in fully registered form without interest coupons (the "Regulation S Certificate" and, with the Rule 144A
Certificates, together, the "Global Certificates").
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The Regulation S Certificate will be deposited on or about the New Issue Date with a common depositary (the
"Common Depositary") for Euroclear and Clearstream, Luxembourg, and will be registered in the name of the Common
Depositary (or a nominee thereof). Except as described in this Offering Circular, beneficial interests in the Regulation S
Certificate will be represented through accounts of financial institutions acting on behalf of beneficial owners as direct and
indirect accountholders in Euroclear and Clearstream, Luxembourg. The Rule 144A Certificates will be deposited on or about
the New Issue Date with The Bank of New York Mellon, New York Branch, in its capacity as 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 Original Issue Date as amended and supplemented by a First
Supplemental Agency Agreement to be dated the New Issue Date (the "Agency Agreement").
An application has been made to the Irish Stock Exchange to admit the New Notes to listing on the Official List and
trading on the Main Securities Market; however, no assurance can be given that such application will be accepted.
In connection with the issue of the New Notes, J.P. Morgan Securities plc (the "Stabilizing Manager") (or persons
acting on behalf of the Stabilizing Manager) may over-allot New Notes or effect transactions with a view to supporting the
market price of the New Notes at a level higher than that which might otherwise prevail; however, there is no assurance that
the Stabilizing Manager (or persons acting on behalf of the Stabilizing Manager) will undertake any stabilization action. Any
stabilization action may begin on or after the date on which adequate public disclosure of the terms of the offer of the New
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 New Issue
Date and 60 days after the date of the allotment of the New Notes. Any stabilization action or over-allotment must be
conducted by the Stabilizing Manager (or persons acting on behalf of the Stabilizing Manager) in accordance with all
applicable laws and rules. Notwithstanding anything herein to the contrary, the Bank may not (whether through over-
allotment or otherwise) issue more Notes than have been authorized by the CMB.
Other than the approvals by the CMB and the Central Bank of Ireland's approval under the Prospectus Directive, the
New Notes have not been approved or disapproved by the US Securities and Exchange Commission (the "SEC"), any state
securities commission or any other US, Turkish, Irish or other regulatory authority, nor have any of the foregoing authorities
passed upon or endorsed the merits of this Offering or the accuracy or adequacy of this Offering Circular. Any representation
to the contrary may be a criminal offense.
The distribution of this Offering Circular and the offering of the New 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 New 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 New Notes (and beneficial interests
therein) in the United States, Turkey, the United Kingdom and other jurisdictions.
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 the Bank's competitors
has been obtained (and extracted without material adjustment) from publicly available information. Where third-party
information has been used in this Offering Circular, the source of such information has been identified. As far as the Bank is
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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.
Without prejudice to the generality of the foregoing statement, third-party information in this Offering Circular, while
believed to be reliable, has not been independently verified by the Bank or any other party.
The language of this Offering Circular is English. Certain legislative references and technical terms (e.g., the titles
of Turkish legislation and the names of Turkish institutions referenced herein) have been cited in their original language in
order that the correct technical meaning may be ascribed to them under applicable law.
All data relating to the Turkish banking sector in this Offering Circular have been obtained from the BRSA's
website at www.bddk.org.tr, the Banks Association of Turkey's website at www.tbb.org.tr or the website of the Interbank
Card Center (Bankalararasi Kart Merkezi), and all data relating to the Turkish economy, including statistical data, have been
obtained from the website of the Turkish Statistical Institute (Türkiye statistik Kurumu) ("TurkStat") at www.turkstat.gov.tr,
the website of the Central Bank of Turkey (Türkiye Cumhuriyet Merkez Bankasi) (the "Central Bank") at www.tcmb.gov.tr,
the Turkish Treasury's website at www.hazine.gov.tr or the European Banking Federation's website at www.ebf.fbe.eu. Data
have been downloaded/observed on various days between the months of January 2013 and April 2013. Such data have been
extracted from such websites without material adjustment, but may not appear in the exact same form on such websites or
elsewhere. Such websites do not, and should not be deemed to, constitute a part of, or be incorporated into, this Offering
Circular.
Except as required to comply with its regulatory obligations, 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.
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,
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·
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,
·
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 New
Notes.
Potential investors should not place undue reliance upon any forward-looking statements. Except as required to
comply with its regulatory requirements, 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.
5


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, 2010, 2011 and 2012 (the "BRSA Financial Statements") have been prepared and presented in accordance with
BRSA Principles. It is important to note that the consolidated BRSA Financial Statements are prepared with inclusion of only
financial subsidiaries whereas other equity participations are included as noted in the following paragraph. The Bank's
foreign affiliates maintain their books of account and prepare their financial statements in accordance with the generally
accepted accounting principles and the related legislation applicable in the countries in which they operate.
The BRSA Financial Statements are prepared on a historical cost basis except for: (a) financial assets at fair value
through profit or loss (including financial liabilities held for trading), financial assets available-for-sale, derivative financial
instruments and equity participations quoted on 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 assets, which are
presented at amortized cost.
The BRSA Financial Statements as of and for the years ended December 31, 2010, 2011 and 2012 have been audited
in accordance with such regulation and the International Standards on Auditing by Akis Baimsiz Denetim ve Serbest
Muhasebeci Mali Müavirlik A.. (the Turkish member firm of KPMG International Cooperative, a Swiss entity) ("KPMG").
See KPMG's reports included with the BRSA Financial Statements attached to (or incorporated by reference into) this
Offering Circular. According to BRSA regulations the Bank was required to rotate its external auditors. As a result, KPMG
was appointed as the Bank's external auditors as of December 17, 2009 for three years (i.e., financial statements for 2010,
2011 and 2012), and as of March 29, 2013 was appointed again for three years (i.e., for 2013, 2014 and 2015). See "Risk
Factors ­ Risks Related to the Group's Business ­ Audit Qualification."
Unless otherwise indicated, the financial information presented herein is based upon the BRSA Financial Statements
attached hereto (or incorporated by reference herein) and have been extracted from the BRSA Financial Statements without
material adjustment. The BRSA Financial Statements attached to (or incorporated by reference into) this Offering Circular,
all of which are in English, were prepared as convenience translations of the Turkish language BRSA Financial Statements
(which translations the Bank confirms were direct and accurate). The English language BRSA Financial Statements were not
prepared for the purpose of their attachment to this Offering Circular.
While neither the Bank nor the Group is required by law to prepare its accounts under any accounting standards
other than BRSA Principles, including under International Financial Reporting Standards ("IFRS"), the Bank's management
has elected to publish annual (consolidated and unconsolidated) and semi-annual (consolidated only) financial statements that
have been prepared in accordance with IFRS, with the most recent such audited financial statements being the Group's IFRS
financial statements for the fiscal year ended December 31, 2011. IFRS financial statements are not used for any regulatory
purposes and the Bank's management uses the BRSA Financial Statements and related BRSA Principles for the management
of the Bank and communications with investors. While the information in this Offering Circular is based upon the BRSA
Financial Statements, the Group's IFRS audited financial statements as of and for the years ended December 31, 2010 and
2011 (the "IFRS Financial Statements") have been incorporated herein by reference; it being noted that audited IFRS
financial statements for fiscal year 2012 have not yet been published.
The Bank utilizes several internal definitions of small and medium-sized enterprise ("SME") based upon criteria
including annual turnover, credit limits and/or average assets under management, among others; however, with respect to
certain published financial information concerning SMEs, the Bank uses the BRSA definition of SME (as defined in the
Regulation on SMEs, their Definitions, Qualifications and Classification published in the Official Gazette dated
November 18, 2005, numbered 25997) in order to render such data comparable to that of other Turkish banks. Such BRSA
definition of SME includes companies with an annual turnover or total balance sheet assets of less than or equal to TL 40
million (increased from TL 25 million as of November 4, 2012 and numbered 28457) and companies with less than 250
employees (the "BRSA SME Definition"); it being understood that all information herein referencing the BRSA SME
Definition utilizes the earlier definition for information through November 4, 2012 and the current definition thereafter.
6


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
tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that
precede them.
Unless otherwise indicated, the sources for statements and data concerning the Bank and its business are based upon
best estimates and assumptions of the Bank's management. Management believes that these assumptions are reasonable and
that its estimates have been prepared with due care. The data concerning the Bank included herein, whether based upon
external sources or based upon the Bank's management internal research, constitute the best current estimates of the
information described.
The contents of any website referenced herein do not form part of (and are not incorporated into) this Offering
Circular.
NON-GAAP MEASURES OF FINANCIAL PERFORMANCE
To supplement the Group's consolidated financial statements presented in accordance with BRSA Principles, the
Group uses certain ratios and measures included in this Offering Circular that would be considered non-GAAP financial
measures in the United States. A body of generally accepted accounting principles such as IFRS or BRSA Principles is
commonly referred to as "GAAP." A non-GAAP financial measure is defined as one that measures historical or future
financial performance, financial position or cash flows but that excludes or includes amounts that would not be so adjusted in
the most comparable GAAP measures. These non-GAAP financial measures are not a substitute for GAAP measures, for
which management has responsibility.
For the Group, these non-GAAP measures include (without limitation): net interest margin, adjusted net interest
margin, net yield, adjusted net interest income as a percentage of average interest-earning assets, cost-to-income ratio, cost-
to-income ratio if income were calculated without subtracting impairment losses, operating expenses as a percentage of total
assets, liquid assets as a percentage of total deposits, free capital ratio, allowance for possible loan losses to non-performing
loans, return on average total assets, return on average shareholders' equity, average spread, the amount of net allowances
charged to operating expenses, the increase of operating expenses if impairment losses and foreign exchange losses are
excluded, average total assets, average shareholders' equity, average shareholders' equity as a percentage of average total
assets and non-recurring items in income statement. Refer to the "Overview - The Group," "Summary Financial and Other
Information," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Selected
Statistical and Other Information" and "Business of the Group" sections of this Offering Circular for an additional discussion
of the specific adjustments applied in reconciliation to the directly comparable measures.
The non-GAAP measures included in this Offering Circular are not in accordance with or an alternative to measures
prepared in accordance with BRSA Principles and may be different from similarly-titled non-GAAP measures used by other
companies. The Bank's management believes that this information, along with comparable measures under BRSA Principles,
is useful to investors because it provides a basis for measuring the organic operating performance in the years presented.
These measures are used in internal management of the Group, along with the most directly comparable financial measures
under BRSA Principles, in evaluating the Group's operating performance. Non-GAAP financial measures should not be
considered in isolation from, or as a substitute for, financial information presented in compliance with BRSA Principles.
Non-GAAP financial measures as reported by the Group may not be comparable to similarly titled amounts reported by other
companies.
The Bank's management believes that these non-GAAP measures, when considered in conjunction with measures
under BRSA Principles, enhance investors' and management's overall understanding of the Group's current financial
performance. In addition, because the Group has historically reported certain non-GAAP results to investors, the Bank's
management believes that the inclusion of non-GAAP measures provides consistency in the Group's financial reporting.
7