Obligation Türkiye ?? Bankas? 5% ( US900151AG67 ) en USD

Türkiye ?? Bankas?

100.07 % ▲

Turquie

US900151AG67 ( en USD )

5% par an ( paiement semestriel )

24/06/2021 - Obligation échue

Prospectus brochure de l'obligation Turkiye Is Bankasi US900151AG67 en USD 5%, échue

200 000 USD

750 000 000 USD

900151AG6

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.

Un examen détaillé de l'obligation de type « bond » portant les codes ISIN US900151AG67 et CUSIP 900151AG6 révèle les caractéristiques d'un instrument de dette émis par Turkiye Is Bankasi ; Turkiye Is Bankasi, ou ??bank, est l'une des plus grandes et des plus anciennes banques commerciales de Turquie, fondée en 1924, jouant un rôle central dans l'économie du pays grâce à sa vaste gamme de services bancaires pour les particuliers et les entreprises. Cette émission particulière, libellée en dollars américains (USD), affichait un taux d'intérêt nominal de 5% et représentait une taille totale de 750 millions de dollars US, avec une taille minimale d'acquisition fixée à 200 000 dollars US par transaction ; émise depuis la Turquie, cette obligation se négociait à un prix de marché de 100.07% avant son échéance, et le paiement des intérêts était effectué avec une fréquence semestrielle. Il est important de noter que cet instrument financier est arrivé à maturité le 24 juin 2021 et a été intégralement remboursé, clôturant ainsi son cycle de vie d'investissement.

TÜRKYE BANKASI A..
Issue of U.S.$750,000,000 5.000% Notes due 2021
under its U.S.$1,750,000,000 Global Medium Term Note Program
Issue price: 98.689%
The U.S.$750,000,000 5.000% Notes due 2021 (the "Notes") are being issued by Türkiye Bankasi A.., a banking institution
organized as a public joint stock company under the laws of Turkey and registered with the stanbul Trade Registry under number
431112 (the "Bank" or the "Issuer") under its U.S.$1,750,000,000 Global Medium Term Note Program (the "Program").
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or any
U.S. State securities laws and are being offered: (a) for sale to qualified institutional buyers (each a "QIB") as defined in, and in
reliance upon, Rule 144A under the Securities Act ("Rule 144A") and (b) for sale in offshore transactions to persons who are not U.S.
persons in reliance upon Regulation S under the Securities Act ("Regulation S"). For a description of certain restrictions on sale and
transfer of investments in the Notes, see "Plan of Distribution" herein and "Subscription and Sale and Transfer and Selling
Restrictions" in the Base Prospectus (as defined under "Documents Incorporated by Reference" below).
AN INVESTMENT IN THE NOTES INVOLVES CERTAIN RISKS. SEE "RISK FACTORS" HEREIN.
The Notes will bear interest from (and including) June 25, 2014 (the "Issue Date") to (but excluding) June 25, 2021 (the "Maturity
Date") at a fixed rate of 5.000% per annum. Interest will be payable semi-annually in arrear in equal installments on the 25th day of
each June and December in each year (each an "Interest Payment Date") up to (and including) the Maturity Date; provided that if
any such date is not a Payment Day (as defined in Condition 7.6), then such payment will be made on the next Payment Day but
without any further interest or other payment being made in respect of such delay. Principal of the Notes is scheduled to be repaid
on the Maturity Date, but may be repaid earlier under certain circumstances described herein and in the Base Prospectus. For a more
detailed description of the Notes, see "Terms and Conditions of the Notes" herein.
This Prospectus has been approved by the Central Bank of Ireland, as competent authority under Directive 2003/71/EC as amended
(including the amendments made by Directive 2010/73/EU) (the "Prospectus Directive"). The Central Bank of Ireland only
approves this Prospectus as meeting the requirements imposed under Irish and European Union ("EU") law pursuant to the
Prospectus Directive. Such approval relates only to Notes that are to be admitted to trading on a regulated market for the purposes of
Directive 2004/39/EC and/or that are to be offered to the public in any member state of the European Economic Area. Application
has been made to the Irish Stock Exchange for the Notes to be admitted to its official list (the "Official List") and trading on its
regulated market (the "Main Securities Market"); however, no assurance can be given that such application will be accepted.
References in this Prospectus to the Notes being "listed" (and all related references) shall mean that the Notes have been admitted to
the Official List and trading on the Main Securities Market.
Application has been made to the Capital Markets Board of Turkey (the "CMB"), in its capacity as competent authority under Law
No. 6362 (the "Capital Markets Law") of the Republic of Turkey ("Turkey") relating to capital markets, for the issuance and sale of
the Notes by the Bank outside of Turkey. The Notes cannot be sold before the approved issuance certificate (ihraç belgesi) and the
approved tranche issuance certificate (tertip ihraç belgesi) have been obtained from the CMB. The CMB issuance certificate
relating to the issuance of notes under the Program based upon which the offering of the Notes is conducted was obtained on
March 11, 2014, and the tranche issuance certificate bearing the approval of the CMB relating to the Notes is expected to be
obtained from the CMB on or before the Issue Date.
The Notes are expected to be rated at issuance "BBB" by Fitch Ratings Ltd. ("Fitch") and "Baa3" (negative outlook) by Moody's
Investors Service Limited ("Moody's" and, together with Fitch and Standard & Poor's Credit Market Services Europe Limited, the
"Rating Agencies"). The Bank has also been rated by the Rating Agencies, as set out on page 144 of the Base Prospectus (as
supplemented). Each of the Rating Agencies is established in the EU and is registered under Regulation (EU) No 1060/2009, as
amended (the "CRA Regulation"). As such, each of the Rating Agencies is included in the list of credit rating agencies published by
the European Securities and Markets Authority on its website (at http://www.esma.europa.eu/page/List-registered-and-certified-
CRAs) in accordance with the CRA Regulation. A security rating is not a recommendation to buy, sell or hold securities and may be
subject to suspension, reduction or withdrawal at any time by the assigning rating agency.
The Notes are being offered in reliance upon Rule 144A and Regulation S by each of Barclays Bank PLC, Citigroup Global Markets
Limited, HSBC Bank plc, National Bank of Abu Dhabi PJSC and The Royal Bank of Scotland 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 will be made in book-entry form only through the facilities of The Depository Trust Company
("DTC"), against payment therefor in immediately available funds on the Issue Date (i.e., the fifth Business Day following the date
of pricing of the Notes; such settlement cycle being referred to herein as "T+5")), and (b) delivery of the Regulation S Notes will be
made in book-entry form only through the facilities of Euroclear Bank SA/NV ("Euroclear") and/or Clearstream Banking, société
anonyme ("Clearstream, Luxembourg"), against payment therefor in immediately available funds on the Issue Date.
Joint Lead Managers
Barclays
Citigroup
HSBC
National Bank of Abu Dhabi PJSC
The Royal Bank of Scotland
The date of this Prospectus is June 23, 2014.

This Prospectus comprises a prospectus for the purposes of the Prospectus Directive. This
document does not constitute a prospectus for the purpose of Section 12(a)(2) of, or any other
provision of or rule under, the Securities Act.
This Prospectus is to be read in conjunction with all documents (or parts thereof) which are
deemed to be incorporated herein by reference (see "Documents Incorporated by Reference").
This Prospectus shall be read and construed on the basis that such documents (or parts thereof)
are incorporated in, and form part of, this Prospectus.
The Issuer confirms that: (a) this Prospectus (including the information incorporated herein by
reference) contains all information that in its view is material in the context of the issuance and
offering of the Notes (or beneficial interests therein), (b) the information contained in, or incorporated
by reference into, this Prospectus is true and accurate in all material respects and is not misleading, (c)
any opinions, predictions or intentions expressed in this Prospectus (or any of the documents
incorporated herein by reference) on the part of the Issuer are honestly held or made by the Issuer and
are not misleading in any material respects, and there are no other facts the omission of which would
make this Prospectus or any of such information or the expression of any such opinions, predictions or
intentions misleading in any material respect, and (d) all reasonable enquiries have been made by the
Issuer to ascertain such facts and to verify the accuracy of all such information and statements.
The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the
knowledge of the Issuer (having taken all reasonable care to ensure that such is the case) the
information contained in this Prospectus is in accordance with the facts and does not omit anything
likely to affect the import of such information.
To the fullest extent permitted by law, none of the Initial Purchasers accept any responsibility for the
information contained in, or incorporated by reference into, this Prospectus or any other information
provided by the Issuer in connection with the Notes or for any statement made, or purported to be
made, by an Initial Purchaser or on its behalf in connection with the Notes. Each Initial Purchaser
accordingly disclaims all and any liability that it might otherwise have (whether in tort, contract or
otherwise) in respect of the accuracy or completeness of any such information or statements. The
Initial Purchasers expressly do not undertake to review the financial condition or affairs of the Issuer
during the life of the Notes or to advise any investor in the Notes of any information coming to their
attention.
No person is or has been authorized by the Issuer to give any information or to make any
representation not contained in or not consistent with this Prospectus or any other information
supplied in connection with the Notes and, if given or made, such information or representation must
not be relied upon as having been authorized by the Issuer or any of the Initial Purchasers.
Neither this Prospectus nor any other information supplied in connection with the Notes: (a) is
intended to provide the basis of any credit or other evaluation or (b) should be considered as a
recommendation by the Issuer or any of the Initial Purchasers that any recipient of this Prospectus or
any other information supplied in connection with the Notes should invest in any Notes. Each investor
contemplating investing in the Notes should: (i) determine for itself the relevance of the information
contained in, or incorporated into, this Prospectus, (ii) make its own independent investigation of the
financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer and (iii)
make its own determination of the suitability of any such investment in light of its own circumstances,
with particular reference to its own investment objectives and experience, in each case based upon
such investigation as it deems necessary.
Neither this Prospectus nor any other information supplied in connection with the Notes or the issue
of any Notes constitutes an offer of, or an invitation by or on behalf of the Issuer or any of the Initial
Purchasers to any person to subscribe for or purchase, any Notes (or beneficial interests therein). This
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Prospectus is intended only to provide information to assist potential investors in deciding whether or
not to subscribe for or purchase Notes (or beneficial interests therein) in accordance with the terms
and conditions specified by the Initial Purchasers.
Neither the delivery of this Prospectus nor the offering, sale or delivery of the Notes (or beneficial
interests therein) shall in any circumstances imply that the information contained herein concerning
the Issuer is correct at any time subsequent to the date hereof (or, if such information is stated to be as
of an earlier date, subsequent to such earlier date) or that any other information supplied in connection
with the Notes is correct as of any time subsequent to the date indicated in the document containing
the same.
The distribution of this Prospectus and the offer or sale of Notes (or beneficial interests therein) may
be restricted by law in certain jurisdictions. The Issuer and the Initial Purchasers do not represent that
this Prospectus may be lawfully distributed, or that the Notes (or beneficial interests therein) may be
lawfully offered, in compliance with any applicable registration or other requirements in any such
jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for
facilitating any such distribution or offering. In particular, no action has been taken by the Issuer
which is intended to permit a public offering of the Notes (or beneficial interests therein) or
distribution of this Prospectus in any jurisdiction in which action for that purpose is required.
Accordingly: (a) no Notes (or beneficial interests therein) may be offered or sold, directly or
indirectly, and (b) neither this Prospectus nor any advertisement or other offering material may be
distributed or published in any jurisdiction except under circumstances that will result in compliance
with all applicable laws and regulations. Persons into whose possession this Prospectus or any Notes
(or beneficial interests therein) may come must inform themselves about, and observe, any such
restrictions on the distribution of this Prospectus, any advertisement or other offering material and the
offering and sale of Notes (or beneficial interests therein). In particular, there are restrictions on the
distribution of this Prospectus and the offer or sale of Notes (or beneficial interests therein) in the
United States, the European Economic Area (including the United Kingdom), the Republic of Turkey,
Japan, the People's Republic of China (the "PRC"), Hong Kong and Switzerland, see "Subscription
and Sale and Transfer and Selling Restrictions" in the Base Prospectus.
In making an investment decision, investors must rely on their own examination of the Issuer and the
terms of the Notes, including the merits and risks involved. The Notes have not been approved or
disapproved by the United States Securities and Exchange Commission or any other securities
commission or other regulatory authority in the United States and, other than the approvals of the
CMB and the Central Bank of Ireland described herein, have not been approved or disapproved by
any other securities commission or other regulatory authority in Turkey or any other jurisdiction, nor
have the foregoing authorities (other than the Central Bank of Ireland to the extent described herein)
approved this Prospectus or confirmed the accuracy or determined the adequacy of the information
contained in this Prospectus. Any representation to the contrary might be unlawful.
None of the Initial Purchasers or the Issuer makes any representation to any investor in the Notes
regarding the legality of its investment under any applicable laws. Any investor in the Notes should be
able to bear the economic risk of an investment in the Notes for an indefinite period of time.
The Notes may not be a suitable investment for all investors. Each potential investor in the Notes
must determine the suitability of that investment in light of its own circumstances. In particular, each
potential investor may wish to consider, either on its own or with the help of its financial and other
professional advisers, whether it:
(a)
has sufficient knowledge and experience to make a meaningful evaluation of the Notes, the
merits and risks of investing in the Notes and the information contained in, or incorporated by
reference into, this Prospectus;
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(b)
has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact such investment will
have on its overall investment portfolio;
(c)
has sufficient financial resources and liquidity to bear all of the risks of an investment in the
Notes, including where the currency for principal or interest payments is different from the
potential investor's currency;
(d)
understands thoroughly the terms of the Notes and is familiar with the behavior of financial
markets; and
(e)
is able to evaluate possible scenarios for economic, interest rate and other factors that may
affect its investment and its ability to bear the applicable risks.
Legal investment considerations may restrict certain investments. The investment activities of certain
investors are subject to legal investment laws and regulations, or to review or regulation by certain
authorities. Each potential investor should consult its legal advisers to determine whether and to what
extent: (a) the Notes are legal investments for it, (b) the Notes (or beneficial interests therein) can be
used by it as collateral for various types of borrowing and (c) other restrictions apply to its purchase
or pledge of any Notes (or beneficial interests therein). Financial institutions should consult their legal
advisers or the appropriate regulators to determine the appropriate treatment of investments in the
Notes under any applicable risk-based capital or similar rules.
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 (or will be deemed to have agreed) that the
Notes (or beneficial interests therein) may be reoffered, resold, pledged or otherwise transferred only
upon registration under the Securities Act or pursuant to the relevant exemptions from the registration
requirements thereof described herein and under "Subscription and Sale and Transfer and Selling
Restrictions" in the Base Prospectus. Each investor in the Notes also will be deemed to have made
certain representations and agreements as described in the Base Prospectus. Any resale or other
transfer, or attempted resale or other attempted transfer, of the Notes (or a beneficial interest therein)
that is not made in accordance with the transfer restrictions may subject the transferor and transferee
to certain liabilities under applicable securities laws.
The Issuer has obtained the approved issuance certificate (ihraç belgesi) from the CMB (dated
March 11, 2014 No. 29833736-105.03.01-500 (2508)) (the "CMB Approval") and the Banking
Regulatory and Supervisory Agency (the "BRSA") approval dated January 22, 2014 and numbered
20008792.101.02.02[44]-1577) (together with the CMB Approval, the "Approvals") required for the
issuance of the Notes. In addition to the Approvals, a tranche issuance certificate (tertip ihraç belgesi)
in respect of the Notes is required to be obtained from the CMB by the Issuer on or before the Issue
Date. As the Issuer is required to maintain all authorizations and approvals of the CMB necessary for
the offer, sale and issue of Notes under the Program, the scope of the Approvals might be amended
and/or new approvals from the CMB and/or the BRSA might be obtained from time to time. Pursuant
to the Approvals, the offer, sale and issue of the Notes have been authorized and approved in
accordance with Decree 32 on the Protection of the Value of the Turkish Currency (as amended from
time to time, "Decree 32"), the Banking Law numbered 5411 and its related legislation, the Capital
Markets Law numbered 6362 and Communiqué II-31.1 on Debt Instruments (the "Communiqué on
Debt Instruments"). The tranche issuance certificate from the CMB relating to the approval of the
issue of the Notes is expected to be obtained on or before the Issue Date.
In addition, the Notes (or beneficial interests therein) may only be offered or sold outside of Turkey in
accordance with the Approvals. Under the CMB Approval, the CMB has authorized the offering, sale
3

and issue of the Notes on the condition that no transaction that qualifies as a sale or offering of Notes
(or beneficial interests therein) in Turkey may be engaged in. Notwithstanding the foregoing, pursuant
to the BRSA decision dated May 6, 2010 No. 3665 and in accordance with Decree 32, residents of
Turkey may purchase or sell Notes (as they are denominated in a currency other than Turkish Lira) (or
beneficial interests therein) offshore on an unsolicited (reverse inquiry) basis in the secondary markets
only. Further, pursuant to Article 15(d)(ii) of Decree 32, Turkish residents may purchase or sell Notes
(or beneficial interests therein) offshore on an unsolicited (reverse inquiry) basis; provided that such
purchase or sale is made through banks or licensed brokerage institutions authorized pursuant to CMB
regulations and the purchase price is transferred through banks. As such, Turkish residents should use
banks or licensed brokerage institutions when purchasing the Notes (or beneficial interests therein)
and transfer the purchase price through banks.
Monies paid for purchases of Notes (or beneficial interests therein) are not protected by the insurance
coverage provided by the Savings Deposit Insurance Fund (the "SDIF") of Turkey.
In accordance with the Communiqué on Debt Instruments, the Notes are required under Turkish law
to be issued in an electronically registered form in the Central Registry Agency (Merkezi Kayit
Kuruluu) (the "CRA") and the interests therein recorded in the CRA; however, upon the Issuer's
request, the CMB may resolve to exempt the Notes from this requirement if the Notes are to be issued
outside of Turkey. Further to the Bank's submission of an exemption request to the CMB, such
exemption has been granted by the CMB to the Bank in its letter dated March 11, 2014 numbered
29833736-105.03.01-500 (2508). As a result, this requirement will not be applicable to the Notes
issued pursuant to the CMB Approval. Notwithstanding such exemption, the Issuer is required to
notify the CRA within three Turkish business days from the Issue Date of the amount, issue date,
ISIN code, first payment date, maturity date, interest rate, name of the custodian, currency of the
Notes and the country of issuance.
Notes offered and sold to QIBs in reliance on Rule 144A (the "Rule 144A Notes") will be represented
by beneficial interests in one or more Rule 144A Global Note(s) (as defined in the Base Prospectus).
Notes offered and sold in offshore transactions to persons who are not U.S. persons pursuant to
Regulation S (the "Regulation S Notes") will be represented by beneficial interests in a Regulation S
Global Note (as defined in the Base Prospectus and, together with the Rule 144A Global Note(s), the
"Global Notes").
The Regulation S Global Note will be deposited on or about the Issue Date with a common depositary
(the "Common Depositary") for Euroclear and Clearstream, Luxembourg and will be registered in the
name of a nominee of the Common Depositary. Except as described in this Prospectus, beneficial
interests in the Regulation S Global Note will be represented through accounts of financial institutions
acting on behalf of beneficial owners as direct and indirect accountholders in Euroclear and
Clearstream, Luxembourg. The Rule 144A Global Note(s) will be deposited on or about the Issue
Date with The Bank of New York Mellon, New York Branch, in its capacity as custodian (the
"Custodian") for, and will be registered in the name of Cede & Co. as nominee of, DTC. Except as
described in this Prospectus, beneficial interests in the Rule 144A Global Note(s) will be represented
through accounts of financial institutions acting on behalf of beneficial owners as direct and indirect
participants in DTC.
In connection with the issue of the Notes, HSBC Bank plc (the "Stabilizing Manager") (or persons
acting on behalf of the Stabilizing Manager) 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 (or persons acting on behalf of the
Stabilizing Manager) will undertake any stabilization action. Any stabilization or over-allotment
action may begin on or after the date on which adequate public disclosure of the terms of the offer of
the Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of
30 days after the Issue Date and 60 days after the date of the allotment of the Notes. Any stabilization
4

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.
In this Prospectus, "Bank" means Türkiye Bankasi A.. on a standalone basis and "Group" means
the Bank and its subsidiaries (and, with respect to consolidated accounting information, its
consolidated entities).
In this Prospectus, all references to "Turkish Lira" and "TL" refer to the lawful currency for the time
being of the Republic of Turkey, "euro" and "" refer to the currency introduced at the start of the
third stage of European economic and monetary union pursuant to the Treaty on the Functioning of
the European Union, as amended and "U.S. Dollars", "U.S.$" and "$" refer to United States dollars.
The language of this Prospectus is English. Certain legislative references and technical terms have
been cited in their original language in order that the correct technical meaning may be ascribed to
them under applicable law. In particular, but without limitation, the titles of Turkish legislation and
the names of Turkish institutions referenced herein (and in the documents incorporated herein by
reference) have been translated from Turkish into English. The translations of these titles and names
are direct and accurate.
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TABLE OF CONTENTS
RISK FACTORS .................................................................................................................................... 7
DOCUMENTS INCORPORATED BY REFERENCE........................................................................ 18
OVERVIEW OF THE OFFERING...................................................................................................... 21
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS ............................................................................................................. 26
SELECTED STATISTICAL AND OTHER INFORMATION ........................................................... 65
TERMS AND CONDITIONS OF THE NOTES ................................................................................. 82
U.S. TAXATION.................................................................................................................................. 87
PLAN OF DISTRIBUTION ................................................................................................................. 91
LEGAL MATTERS.............................................................................................................................. 94
OTHER GENERAL INFORMATION................................................................................................. 95
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RISK FACTORS
Prospective investors in the Notes should consider carefully the information contained in this
Prospectus and the documents (or parts thereof) which are incorporated herein by reference, and in
particular should consider all the risks inherent in making such an investment, including the
information under the heading "Risk Factors" on pages 13 to 43 (inclusive) of the Base Prospectus (as
supplemented through the date hereof) (the "Program Risk Factors"), before making a decision to
invest. In investing in the Notes, investors assume the risk that the Issuer may become insolvent or
otherwise be unable to make all payments due in respect of the Notes. There is a wide range of factors
which individually or together could result in the Issuer becoming unable to make all payments due in
respect of the Notes. It is not possible to identify all such factors or to determine which factors are
most likely to occur, as the Issuer may not be aware of all relevant factors and certain factors which it
currently deems not to be material may become material as a result of the occurrence of events outside
the Issuer's control. The Issuer has identified in the Program Risk Factors a number of factors which
could materially adversely affect its business and ability to make payments due under the Notes. In
addition, a number of factors which are material for the purpose of assessing the market risks
associated with the Notes are also described in the Program Risk Factors.
In addition, for purposes of the Notes the Program Risk Factors shall be deemed to be revised as
follows (with corresponding changes being deemed to be made elsewhere in the Base Prospectus):
(a)
the risk factor entitled "Risk Factors - Political, Economic and Legal Risks relating to Turkey
 Turkish Economy" in the Base Prospectus is hereby deleted in its entirety and replaced by
the following:
Turkish Economy The Turkish economy is subject to macro-economic risks under current
global economic conditions
As of March 31, 2014, approximately 94.1% (approximately 94.0% as of December 31, 2013)
of the Group's total assets were in Turkey and the majority of the Group's operations are in
Turkey. As a result, the Group's business and results of operations are affected by general
economic conditions in Turkey.
Since the early 1980s, the Turkish economy has undergone a transformation from a highly
protected and regulated system to a free market system. Although the Turkish economy has
responded positively to this transformation, it has experienced severe macro-economic
imbalances, including significant current account deficits, and a considerable level of
unemployment. While the Turkish economy has been significantly stabilized due, in part, to
support from the International Monetary Fund (the "IMF"), Turkey may experience a further
significant economic crisis in the future, which could have a material adverse effect on the
Group's business, financial condition and/or results of operations.
Turkey's GDP grew by 8.4% in 2005, 6.9% in 2006, 4.7% in 2007 and 0.7% in 2008.
Turkey's GDP contracted by 7.0% in the fourth quarter of 2008 and 4.8% in 2009, before
growing in 2010 (9.2%), 2011 (8.8%), in 2012 (2.1%) and in 2013 (4.0%). The ratio of net
public debt to GDP decreased from 41.7% in 2005 to 12.7% in 2013. The last stand-by
arrangement with the IMF was completed in May 2008. In October 2013, the government
announced a three year medium-term economic program from 2014 to 2016. Under this
program, the government has set growth targets of 4.0% for 2014 and 5.0% for each of 2015
and 2016, as well as a gradual decrease in the net public debt to GDP ratio, according to the
Ministry of Development. Should Turkey's economy continue to experience macro-economic
imbalances, it could have a material adverse impact on the Group's business, financial
condition and/or results of operations. For more details on recent developments in Turkey's
economy, see "-Global Financial Crisis and Eurozone Crisis" below.
7

As noted above, the Bank's management does not believe that the Taksim Square protests
will have a material long-term negative impact on Turkey's economy; however, it is possible
that these (and other) protests and related circumstances could have such an impact and/or a
negative impact on investors' perception of Turkey and/or the value of the Notes issued under
the Program.
(b)
the first paragraph of the risk factor entitled "Risk Factors - Political, Economic and Legal
Risks relating to Turkey Terrorism and Conflicts" in the Base Prospectus is hereby deleted
in its entirety and replaced by the following:
Turkey is located in a region that has been subject to ongoing political and security concerns.
Political uncertainty within Turkey and in certain neighboring countries, such as Iran, Iraq,
Georgia, Armenia and Syria, has historically been one of the potential risks associated with an
investment in Turkish securities. In recent years, political instability has at times increased
markedly in a number of countries in the Middle East, North Africa and Eastern Europe, such
as Ukraine, Syria, Iraq, Libya, Tunisia, Jordan, Bahrain and Yemen. Unrest in those countries
may have political implications in Turkey or otherwise have a negative impact on the Turkish
economy, including through both financial markets and the real economy.
(c)
the risk factor entitled "Risk Factors - Political, Economic and Legal Risks relating to Turkey
 Regional Risks" in the Base Prospectus is hereby deleted in its entirety and replaced by the
following:
Regional Risks Recent developments in the Middle East and North Africa may create
regional volatility affecting the Turkish economy
Turkey is located in a region that has been subject to ongoing political and security concerns,
especially in recent years. Political uncertainty within neighboring countries, such as
Armenia, Georgia, Iran, Iraq and Syria, has been one of the risks associated with investment
in Turkish securities. Since December 2010, political instability has increased markedly in a
number of countries in the Middle East and North Africa, such as Libya, Tunisia, Egypt,
Syria, Iraq, Jordan, Bahrain and Yemen. Unrest in those countries may affect Turkey's
relationships with its neighbors, have political implications in Turkey or otherwise have a
negative impact on the Turkish economy, including through both financial markets and the
real economy. For example, heightened tensions between Turkey and Iran could impact the
Turkish economy, lead to higher global energy prices and further negatively affect Turkey's
current account deficit. Such impacts could occur (inter alia) through a lower flow of foreign
direct investment into Turkey, capital outflows and/or increased volatility in the Turkish
financial markets. In addition, certain sectors of the Turkish economy (such as construction,
iron and steel) have operations in (or are otherwise active in) the Middle East and North
Africa and may experience negative effects of the upheavals in the region. Any of such
circumstances could adversely affect the Group's business, financial condition and/or results
of operations.
(d)
the risk factor entitled "Risk Factors - Political, Economic and Legal Risks relating to Turkey
 Inflation Risk" in the Base Prospectus is hereby deleted in its entirety and replaced by the
following:
Inflation Risk Turkey's economy has been subject to significant inflationary pressures in the
past and may become subject to significant inflationary pressures in the future
The Turkish economy has experienced significant inflationary pressures in the past with year-
over-year consumer price inflation rates as high as 69.7% in the early 2000s; however, weak
domestic demand and declining energy prices in 2009 caused the domestic year-over-year
consumer price index to decrease to 6.5% at the end of 2009, the lowest level in many years.
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Consumer price inflation was 6.4%, 10.4%, 6.2% and 7.4% in 2010, 2011, 2012 and 2013,
respectively. Producer price inflation was 8.9%, 13.3%, 2.5% and 7.0% in 2010, 2011, 2012
and 2013, respectively. The annual consumer price inflation reached 9.7% as of May 2014,
which increase in inflation was principally due to an increase in the prices of core goods
driven by the pass through to consumers of exchange rates and increases in taxes. An increase
in food prices caused by adverse weather conditions and movements in exchange rates also
increased inflation. Inflation is expected to peak in May, partly reflecting the base effects.
Although an improvement is expected in the annual inflation rate in the second half of 2014,
these inflationary pressures may result in Turkish inflation exceeding the Central Bank's
inflation target, which may cause the Central Bank to modify its monetary policy. Inflation-
related measures that may be taken by the Turkish government in response to increases in
inflation could have an adverse effect on the Turkish economy. If the level of inflation in
Turkey were to continue to fluctuate or increase significantly, then this could have a material
adverse effect on the Group's business, financial condition and/or results of operations.
(e)
the risk factor entitled "Risk Factors - Political, Economic and Legal Risks relating to Turkey
 High Current Account Deficit" in the Base Prospectus is hereby deleted in its entirety and
replaced by the following:
High Current Account Deficit Turkey's high current account deficit may result in
governmental efforts to decrease economic activity
In 2010, Turkey's current account deficit was U.S.$45.4 billion, which increased to U.S.$75.1
billion in 2011 before decreasing to U.S.$48.5 billion in 2012, according to the Central Bank.
The decline in the current account deficit in 2012 was largely the result of coordinated
measures initiated by the Central Bank, the BRSA and the Turkish Ministry of Finance to
lengthen the maturity of deposits, reduce short-term capital inflows and curb domestic
demand. The main aim of these measures has been to slow growth in the current account
deficit by controlling the rate of loan growth. Unless there is a decline in credit growth,
government authorities have stated that bank-specific actions might be implemented.
The decline in the current account deficit experienced in 2012 came to an end in early 2013,
with the current account deficit increasing to U.S.$65.1 billion in 2013 due principally to a
recovery in domestic demand; however, as of March 2014, the 12-month cumulative current
account deficit declined slightly to U.S.$60 billion as a result of increasing exports due to the
global economic recovery and declines in imports due to changes in the exchange rate and
domestic demand. The Bank's management expects this to be followed by a period of gradual
decreases in the current account deficit in parallel with macro-prudential measures issued by
the BRSA to limit domestic demand, the Central Bank's tight monetary policy, the recent
increases of taxes, improvements in economic conditions in Turkey's primary export
customers, the potential for decreased domestic demand due to volatile political conditions
and the depreciation of the Turkish Lira, which can also have a decreasing impact on imports
and domestic demand while increasing the competitiveness of exports.
If the value of the Turkish Lira relative to the U.S. Dollar and other relevant trading
currencies changes, then the cost of importing oil and other goods and services and the value
of exports might both change in a corresponding fashion, resulting in potential increases or
decreases in the current account deficit. As an increase in the current account deficit might
erode financial stability in Turkey, the Central Bank has taken certain actions to maintain
price and financial stability. For example, in meetings in July and August 2013, the Central
Bank increased the upper band of the interest rate corridor (the lending rate) from 6.5% to
7.25% and then 7.75% and also announced that there will be no funding to banks via the
primary dealer repo facility on additional monetary tightening days. Moreover, in its
November 2013 and December 2013 meetings, the Central Bank announced that one month
repo auctions were terminated, that the maximum amount of funding via one-week repo was
9