Obligation Türkiye ?? Bankas? 5.5% ( US900151AJ07 ) en USD

Türkiye ?? Bankas?

101.933 % ▲

Turquie

US900151AJ07 ( en USD )

5.5% par an ( paiement semestriel )

20/04/2022 - Obligation échue

Prospectus brochure de l'obligation Turkiye Is Bankasi US900151AJ07 en USD 5.5%, échue

200 000 USD

600 000 000 USD

900151AJ0

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 US900151AJ07, paye un coupon de 5.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 20/04/2022

TÜRKYE BANKASI A..
Issue of US$600,000,000 5.500% Notes due 2022
under its US$7,000,000,000 Global Medium Term Note Program
Issue price: 100.00%
The US$600,000,000 5.500% Notes due 2022 (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 US$7,000,000,000 Global Medium Term Note Program (the "Program").
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or any
U.S. State securities laws and are being offered: (a) for sale to qualified institutional buyers (each a "QIB") as defined in, and in
reliance upon, Rule 144A under the Securities Act ("Rule 144A") and (b) for sale in offshore transactions to persons who are not U.S.
persons in reliance upon Regulation S under the Securities Act ("Regulation S"). For a description of certain restrictions on sale and
transfer of investments in the Notes, see "Plan of Distribution" herein and "Subscription and Sale and Transfer and Selling
Restrictions" in the Base Prospectus (as defined under "Documents Incorporated by Reference" below).
AN INVESTMENT IN THE NOTES INVOLVES CERTAIN RISKS. SEE "RISK FACTORS" HEREIN.
The Notes will bear interest from (and including) October 21, 2016 (the "Issue Date") to (but excluding) April 21, 2022 (the
"Maturity Date") at a fixed rate of 5.500% per annum. Interest will be payable semi-annually in arrear in equal installments on the
21st day of each April and October in each year (each an "Interest Payment Date") up to (and including) the Maturity Date;
provided that if any such date is not a Payment Business Day (as defined in Condition 7.6), then such payment will be made on the
next Payment Business 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 (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 plc (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 (the "CMB") of the Republic of Turkey ("Turkey"), in its capacity as
competent authority under Law No. 6362 (the "Capital Markets Law") of 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
February 16, 2016 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-" (negative outlook) by Fitch Ratings Ltd. ("Fitch") and "Ba1" (stable
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 156 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 Commerzbank Aktiengesellschaft, Merrill
Lynch, Pierce, Fenner & Smith Incorporated, MUFG Securities EMEA plc, National Bank of Abu Dhabi PJSC and Standard Chartered
Bank (each an "Initial Purchaser" and, collectively, the "Initial Purchasers"), subject to their acceptance and right to reject orders in
whole or in part. It is expected that: (a) delivery of the Rule 144A Notes will be made in book-entry form only through the facilities
of The Depository Trust Company ("DTC"), against payment therefor in immediately available funds on the Issue Date (i.e., the
fourth Business Day following the date of pricing of the Notes; such settlement cycle being referred to herein as "T+4")), 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 S.A. ("Clearstream, Luxembourg"), against payment therefor in immediately available
funds on the Issue Date.
Joint Lead Managers
BofA Merrill
Commerzbank
MUFG
National Bank of
Standard Chartered Bank
Lynch
Abu Dhabi PJSC
The date of this Prospectus is October 19, 2016.

This Prospectus comprises a prospectus for the purposes of the Prospectus Directive. This
document does not constitute a prospectus for the purpose of Section 12(a)(2) of, or any other
provision of or rule under, the Securities Act.
This Prospectus is to be read in conjunction with all documents (or parts thereof) that are
incorporated herein by reference (see "Documents Incorporated by Reference"). This Prospectus
shall be read and construed on the basis that such documents (or, as applicable, the indicated
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 (including in the information
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 accepts any responsibility for the
information contained in, or incorporated by reference into, this Prospectus or any other information
provided by the Issuer in connection with the Notes or for any statement made, or purported to be
made, by an Initial Purchaser or on its behalf in connection with the Issuer or the issue and offering of
the Notes (or beneficial interests therein). 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 or potential 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 by (or with the consent of) the Issuer 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 the Notes. Each investor
contemplating investing in the Notes should: (i) determine for itself the relevance of the information
contained in, or incorporated into, this Prospectus, (ii) make its own independent investigation of the
financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer and (iii)
make its own determination of the suitability of any such investment in light of its own circumstances,
with particular reference to its own investment objectives and experience, and any other factors that
may be relevant to it in connection with such investment, in each case based upon such investigation
as it deems necessary.
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Neither this Prospectus nor any other information supplied in connection with the Notes or the issue
of the Notes constitutes an offer of, or an invitation by or on behalf of the Issuer or any of the Initial
Purchasers to any person to subscribe for or purchase, any Notes (or beneficial interests therein). This
Prospectus is intended only to provide information to assist potential investors in deciding whether or
not to subscribe for or purchase Notes (or beneficial interests therein) in accordance with the terms
and conditions specified by the Initial Purchasers.
Neither the delivery of this Prospectus nor the offering, sale or delivery of the Notes (or beneficial
interests therein) shall in any circumstances imply that the information contained herein 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) might
be restricted by law in certain jurisdictions. The Issuer and the Initial Purchasers do not represent that
this Prospectus may be lawfully distributed, or that the Notes (or beneficial interests therein) may be
lawfully offered, in compliance with any applicable registration or other requirements in any such
jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for
facilitating any such distribution or offering. In particular, no action has been taken by the Issuer that
is intended to permit a public offering of the Notes (or beneficial interests therein) or distribution of
this Prospectus in any jurisdiction in which action for that purpose is required. Accordingly: (a) no
Notes (or beneficial interests therein) may be offered or sold, directly or indirectly, and (b) neither this
Prospectus nor any advertisement or other offering material may be distributed or published in any
jurisdiction, in each case, 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 and/or sale of Notes (or beneficial interests therein) in Turkey, the United
States, the European Economic Area (including the United Kingdom), Japan, the People's Republic of
China (the "PRC"), Hong Kong and Switzerland. See "Plan of Distribution" herein and "Subscription
and Sale and Transfer and Selling Restrictions" in the Base Prospectus.
In making an investment decision, investors must rely upon their own examination of the Issuer and
the terms of the Notes, including the merits and risks involved. The Notes have not been approved or
disapproved by the United States Securities and Exchange Commission or any other securities
commission or other regulatory authority in the United States and, other than the approvals of the
CMB and the Central Bank of Ireland described herein, have not been approved or disapproved by
any other securities commission or other regulatory authority in Turkey or any other jurisdiction, nor
have the foregoing authorities (other than the Central Bank of Ireland to the extent described herein)
approved this Prospectus or confirmed the accuracy or determined the adequacy of the information
contained in this Prospectus. Any representation to the contrary might be unlawful.
None of the Initial Purchasers or the Issuer makes any representation to any investor in the Notes
regarding the legality of its investment under any applicable laws or regulations. Any investor in the
Notes should determine whether it is able to bear the economic risk of an investment in the Notes for
an indefinite period of time.
The Notes might not be a suitable investment for all investors. Each potential investor in the Notes
must determine the suitability of that investment in light of its own circumstances. In particular, each
potential investor should consider, either on its own or with the help of its financial and other
professional advisers, whether it:
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(a)
has sufficient knowledge and experience to make a meaningful evaluation of the Notes, the
merits and risks of investing in the Notes and the information contained in, or incorporated by
reference into, this Prospectus,
(b)
has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact such investment will
have on its overall investment portfolio,
(c)
has sufficient financial resources and liquidity to bear all of the risks of an investment in the
Notes, including where the currency for principal and interest payments is different from the
potential investor's currency,
(d)
understands thoroughly the terms of the Notes and is familiar with the behavior of financial
markets, and
(e)
is able to evaluate possible scenarios for economic, interest rate and other factors that may
affect its investment in the Notes 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, or to review or regulation by certain authorities. Each
potential investor should consult its legal advisers to determine whether and to what extent: (a) the
Notes are legal investments for it, (b) the Notes (or beneficial interests therein) can be used by it as
collateral for various types of borrowing and (c) other restrictions apply to its purchase or pledge of
any Notes (or beneficial interests therein). Financial institutions should consult their legal advisers or
the appropriate regulators to determine the appropriate treatment of investments in the Notes under
any applicable risk-based capital or similar rules. Each potential investor should consult its own
advisers as to the legal, tax, business, financial and related aspects of an investment in the Notes.
GENERAL INFORMATION
The Notes have not been and will not be registered under the Securities Act or under the securities or
"blue sky" laws of any state of the United States or any other U.S. jurisdiction. Each investor, by
purchasing a Note (or a beneficial interest therein), agrees (or will be deemed to have agreed) that the
Notes (or beneficial interests therein) may be reoffered, resold, pledged or otherwise transferred only
upon registration under the Securities Act or pursuant to the relevant exemptions from the registration
requirements thereof described herein and under "Subscription and Sale and Transfer and Selling
Restrictions" in the Base Prospectus. Each investor in the Notes also will be deemed to have made
certain representations and agreements as described in the Base Prospectus. Any resale or other
transfer, or attempted resale or other attempted transfer, of the Notes (or a beneficial interest therein)
that is not made in accordance with the transfer restrictions might subject the transferor and/or
transferee to certain liabilities under applicable securities laws.
The Issuer has obtained the approved issuance certificate (ihraç belgesi) from the CMB (dated
February 16, 2016 and numbered 29833736-100-E.1848 (the "CMB Approval") and the Banking
Regulation and Supervision Agency (the "BRSA") approval dated January 14, 2016 and numbered
20008792-101.01[44]-E.531 (the "BRSA Approval" and, together with the CMB Approval, the
"Approvals") required for the issuance of the Notes. In addition to the Approvals, a tranche issuance
certificate (tertip ihraç belgesi) in respect of the Notes is required to be obtained from the CMB by
the Issuer on or before the Issue Date. As the Issuer is required to maintain all authorizations and
approvals of the CMB necessary for the offer, sale and issue of notes under the Program, the scope of
the Approvals might be amended and/or new approvals from the CMB and/or the BRSA might be
obtained from time to time. Pursuant to the Approvals, the offer, sale and issue of the Notes have been
authorized and approved in accordance with Decree 32 on the Protection of the Value of the Turkish
Currency (as amended from time to time, "Decree 32"), the Banking Law numbered 5411 (the
"Banking Law") and its related legislation, the Capital Markets Law numbered 6362 and
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Communiqué II-31.1 on Debt Instruments of the CMB (the "Communiqué on Debt Instruments") and
its related legislation. The tranche issuance certificate from the CMB relating to the approval of the
issue of the Notes is expected to be obtained on or before the Issue Date.
In addition, the Notes (or beneficial interests therein) may only be offered or sold outside of Turkey in
accordance with the Approvals. Under the CMB Approval, the CMB has authorized the offering, sale
and issue of the Notes on the condition that no transaction that qualifies as a sale or offering of Notes
(or beneficial interests therein) in Turkey may be engaged in. Notwithstanding the foregoing, pursuant
to the BRSA decision No. 3665 dated May 6, 2010 and in accordance with Decree 32, residents of
Turkey may purchase or sell Notes (as they are denominated in a currency other than Turkish Lira) (or
beneficial interests therein) in offshore transactions 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 licensed banks or licensed brokerage
institutions authorized pursuant to the BRSA and/or CMB regulations and the purchase price is
transferred through such banks. As such, Turkish residents should use licensed banks authorized by
the BRSA or licensed brokerage institutions while purchasing the Notes (or beneficial interests
therein) and should transfer the purchase price through such 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 "Central Registry Agency") and the interests therein recorded in the Central Registry
Agency; 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 Issuer's submission of an
exemption request to the CMB, such exemption has been granted by the CMB in the CMB Approval.
As a result, this requirement will not be applicable to the Notes since they are being issued pursuant to
the CMB Approval. Notwithstanding such exemption, the Issuer is required to notify the Central
Registry Agency within three stanbul business days from the Issue Date of the Tranche of Notes of
the amount, Issue Date, ISIN (if any), interest commencement date, maturity date, interest rate, name
of the custodian and currency of the Notes and the country of issuance.
Notes offered and sold to QIBs in reliance upon Rule 144A (the "Rule 144A Notes") will be
represented by beneficial interests in one or more Rule 144A Global Note(s) (as defined in the Base
Prospectus). Notes offered and sold in offshore transactions to persons who are not U.S. persons
pursuant to Regulation S (the "Regulation S Notes") will be represented by beneficial interests in a
Regulation S Registered Global Note (as defined in the Base Prospectus and, together with the
Rule 144A Global Note(s), the "Global Notes").
The Regulation S Registered Global Note will be deposited on or about the Issue Date with a common
depositary (the "Common Depositary") for Euroclear and Clearstream, Luxembourg and will be
registered in the name of a nominee of the Common Depositary. Except as described in this
Prospectus, beneficial interests in the Regulation S Registered Global Note will be represented
through accounts of financial institutions acting on behalf of beneficial owners as direct and indirect
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, Merrill Lynch, Pierce, Fenner & Smith Incorporated (the
"Stabilization Manager") (or persons acting on behalf of the Stabilization Manager) may over-allot
4

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, any stabilization action might not necessarily
occur. 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 cease at any time,
but it must end no later than the earlier of 30 days after the Issue Date and 60 days after the date of the
allotment of the Notes. Any stabilization action or over-allotment must be conducted by the
Stabilization Manager (or persons acting on behalf of the Stabilization Manager) in accordance with
all applicable laws and rules.
Notwithstanding anything herein to the contrary, the Bank may not (whether through over-allotment
or otherwise) issue more Notes than have been authorized by the CMB.
In this Prospectus, "Bank" means Türkiye Bankasi A.. on a standalone basis and "Group" means
the Bank and its subsidiaries (and, with respect to consolidated accounting information, its
consolidated entities).
In this Prospectus, all references to "Turkish Lira" and "TL" refer to the lawful currency for the time
being of 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", "US$" and "$" 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 laws. 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.
Where third-party information has been used in this Prospectus, the source of such information has
been identified. The Bank confirms that all such information has been accurately reproduced and, so
far as it is aware and is able to ascertain from the relevant published information, no facts have been
omitted that would render the reproduced information inaccurate or misleading. Without prejudice to
the generality of the foregoing statement, third-party information in this Prospectus, while believed to
be reliable, has not been independently verified by the Bank or any other party.
ALTERNATIVE PERFORMANCE MEASURES
To supplement the Bank's consolidated and unconsolidated financial statements presented in
accordance with the BRSA Accounting and Reporting Regulations, the Bank uses certain ratios and
measures included in this Prospectus that might be considered to be "alternative performance
measures" (each an "APM") as described in the ESMA Guidelines on Alternative Performance
Measures (the "ESMA Guidelines") published by the European Securities and Markets Authority on
October 5, 2015. The ESMA Guidelines provide that an APM is understood as "a financial measure
of historical or future financial performance, financial position, or cash flows, other than a financial
measure defined or specified in the applicable financial reporting framework." The ESMA Guidelines
also note that they do not apply to APMs: "disclosed in accordance with applicable legislation, other
than the applicable financial reporting framework, that sets out specific requirements governing the
determination of such measures."
The APMs included in this Prospectus are not alternatives to measures prepared in accordance with
the BRSA Accounting and Reporting Regulations and might be different from similarly titled
measures reported by other companies. The Bank's management believes that this information, when
considered in conjunction with measures reported under the BRSA Accounting and Reporting
Regulations, is useful to investors because it provides a basis for measuring the organic operating
5

performance in the periods presented and enhances investors' overall understanding of the Group's
financial performance. In addition, these measures are used in internal management of the Group,
along with financial measures reported under the BRSA Accounting and Reporting Regulations, in
measuring the Group's performance and comparing it to the performance of its main competitors. In
addition, because the Group has historically reported certain APMs to investors, the Bank's
management believes that the inclusion of APMs in this Prospectus provides consistency in the
Group's financial reporting and thus improves investors' ability to assess the Group's trends and
performance over multiple periods. APMs should not be considered in isolation from, or as a
substitute for, financial information presented in compliance with the BRSA Accounting and
Reporting Regulations.
For the Group, measures that might be considered to be APMs in this Prospectus (and that are not
defined or specified by the BRSA Accounting and Reporting Regulations, IFRS or any other
legislation applicable to the Bank) include (without limitation) the following (such terms being used
in this Prospectus as defined below):
average shareholders' equity as a percentage of average total assets: For a particular period,
unless stated otherwise, this is: (a) the average shareholders' equity for such period as a
percentage of (b) the average total assets for such period.
cash loan-to-deposit ratio: As of a particular date, this is: (a) the total amount of cash loans
excluding NPLs as of such date divided by (b) total deposits as of such date.
cost-to-income ratio: For a particular period, this is: (a) the "cost" (calculated as total
operating expenses excluding insurance expense and impairment losses, net) for such period
divided by (b) the "income" (calculated as total operating income (net of insurance expense)
for such period.
coverage ratio: For a particular period, this is: (a) specific provisions as of such date divided
by (b) NPLs as of such date.
dividend pay-out ratio: For a particular period, this is: (a) the amount of dividends paid with
respect to the net income for such period as a percentage of (b) the net income for such
period.
free capital ratio: As of a particular date, this is: (a) the Group's total shareholders' equity as
of such date minus the Group's fixed assets, investment property, investments in equity
participations (i.e., the sum of investment in associates (Net), investment in subsidiaries (Net)
and jointly controlled entities (joint ventures) (Net)) and non-performing loans net of specific
provisions as of such date as a percentage of (b) the Group's total assets as of such date.
gross operating income: For a particular period, this is the sum of interest income, fees and
commissions received, dividend income, trading income/loss and other operating income for
such period with no deductions for interest expense or fee and commission expense.
liquid asset ratio: As of a particular date, this is: (a) the Group's total amount of cash and
balances with banks, money market placements, trading securities portfolio and available-for-
sale securities as of such date divided by (b) the Group's total assets as of such date.
net interest margin: For a particular period, this is: (a) the Bank-only net interest income
(excluding interest from the Central Bank on reserves held thereat) for such period (and, when
calculating for the interim period, the figure is annualized by multiplying the Bank-only net
interest income for the indicated period of such year by (12 divided by the number of months
in such period) divided by (b) the Bank-only quarterly average interest-earning assets
(excluding reserves held at the Central Bank). The "quarterly average" interest-earning assets
6

for a period are calculated by averaging the amount of interest-earning assets as of the balance
sheet date immediately prior to the commencement of such period (e.g., for any year,
December 31 of the previous year) and each intervening quarter-end date (i.e., March 31,
June 30, September 30 and December 31, as applicable). For annualized figures calculated for
the current year, there can be no guarantee, and the Bank does not represent or predict, that
actual results for the full year will equal or exceed the annualized figure and actual results
might vary materially.
non-performing loans to total cash and non-cash loans: As of a particular date, this is: (a)
NPLs as of such date divided by (b) the aggregate amount of loans and receivables
(performing), non-performing loans and guarantees and suretyships as of such date.
NPL ratio: As of a particular date, this is: (a) NPLs as of such date as a percentage of (b) the
aggregate amount of loans and receivables (performing) and non-performing loans as of such
date.
return on average shareholders' equity: For a particular period, this is: (a) the net income
(when calculated for the Group, excluding non-controlling interest) for such period (and,
when calculating for the interim period, the figure is annualized by multiplying the net
income for the indicated period of such year by (12 divided by the number of months in such
period) as a percentage of (b) average shareholders' equity. For annualized figures calculated
for the current year, there can be no guarantee, and the Bank does not represent or predict,
that actual results for the full year will equal or exceed the annualized figure and actual results
might vary materially.
return on average total assets: For a particular period, this is: (a) the net income for such
period (and, when calculating for the interim period, the figure is annualized by multiplying
the net income for the indicated period of such year by (12 divided by the number of months
in such period) as a percentage of (b) average total assets (determined on a quarterly basis).
For annualized figures calculated for the current year, there can be no guarantee, and the Bank
does not represent or predict, that actual results for the full year will equal or exceed the
annualized figure and actual results might vary materially.
spread: For a particular period, this is: (a) the average interest rates earned on average
interest-earning assets (excluding reserves held at the Central Bank and interest earned
thereon) minus (b) the average interest rates accrued on average interest-bearing liabilities
during such period.
The following are definitions of certain terms that are used in the calculations of the APMs listed
above (such terms as so defined above having the same meaning when used elsewhere in this
Prospectus):
average interest-bearing liabilities: For a particular period, this is: (a) for the purpose of the
calculation of "spread," the total of daily averages of
total deposits excluding demand
deposits, repo and money market funds, funds borrowed and marketable securities issued
since December 31 of the previous year and (b) for the purpose of the calculations under the
section entitled "Selected Statistical and Other Information - Average Balance Sheet and
Interest Data," unless stated otherwise, the sum of the monthly averages of total deposits
excluding demand deposits, funds borrowed, funds provided under repurchase agreements,
marketable securities issued and subordinated debt calculated by averaging the amount of
interest-bearing liabilities as of the balance sheet date immediately prior to the
commencement of such period (i.e., for any year, December 31 of the previous year) and each
intervening month-end date.
7

average interest-earning assets: For a particular period, this is: (a) for the purpose of the
calculation of "spread," the sum of the daily averages of loans and receivables (performing),
total securities portfolio, banks and money market placements since December 31 of the
previous year, (b) for the purpose of the calculation of "net interest margin," the sum of the
quarterly averages of loans and receivables (performing), total securities portfolio, banks and
money market placements calculated by averaging the amount of interest-earning assets as of
the balance sheet date immediately prior to the commencement of such period (i.e., for any
year, December 31 of the previous year) and each intervening quarter-end date (i.e.,
March 31, June 30, September 30 and December 31, as applicable) and (c) for the purpose of
the
calculations
under
the
section
entitled
"Selected
Statistical
and
Other
Information - Average Balance Sheet and Interest Data," unless stated otherwise, the sum of
the monthly averages of loans and receivables (performing), total securities portfolio, banks,
money market placements and balances with the Central Bank (interest-earning portion)
calculated by averaging the amount of interest-earning assets as of the balance sheet date
immediately prior to the commencement of such period (i.e., for any year, December 31 of
the previous year) and each intervening month-end date.
average non-interest-bearing liabilities: For the purpose of the calculations under the section
entitled "Selected Statistical and Other Information - Average Balance Sheet and Interest
Data," unless stated otherwise, the sum of the monthly averages of demand deposits,
provisions, tax liabilities and other liabilities calculated by averaging the amount of non-
interest-bearing liabilities as of the balance sheet date immediately prior to the
commencement of such period (i.e., for any year, December 31 of the previous year) and each
intervening month-end date.
average non-interest-earning assets: For the purpose of the calculations under the section
entitled "Selected Statistical and Other Information - Average Balance Sheet and Interest
Data," unless stated otherwise, the sum of the monthly averages of cash and balances with the
Central Bank (non-interest earning portion), derivative financial assets held for trading, equity
participations, non-performing loans net of specific provisions, tangible assets and other
assets calculated by averaging the amount of non-interest-earning assets as of the balance
sheet date immediately prior to the commencement of such period (i.e., for any year,
December 31 of the previous year) and each intervening month-end date.
average shareholders' equity: For a particular period, unless stated otherwise, this is
calculated by averaging the amount of shareholders' equity (when calculated for the Group,
excluding non-controlling interest) as of the balance sheet date immediately prior to the
commencement of such period (e.g., for any year, December 31 of the previous year) and
each intervening quarter-end date (i.e., March 31, June 30, September 30 and December 31,
as applicable) or year-end date, as applicable.
average total assets: For a particular period, unless stated otherwise, this is calculated by
averaging the amount of total assets as of the balance sheet date immediately prior to the
commencement of such period (e.g., for any year, December 31 of the previous year) and
each intervening quarter-end date (i.e., March 31, June 30, September 30 and December 31,
as applicable) or year-end date, as applicable.
8

TABLE OF CONTENTS
RISK FACTORS .................................................................................................................................. 10
DOCUMENTS INCORPORATED BY REFERENCE........................................................................ 19
OVERVIEW OF THE OFFERING...................................................................................................... 22
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS ............................................................................................................. 28
SELECTED STATISTICAL AND OTHER INFORMATION ........................................................... 70
TERMS AND CONDITIONS OF THE NOTES ................................................................................. 86
U.S. TAXATION.................................................................................................................................. 91
PLAN OF DISTRIBUTION ................................................................................................................. 94
LEGAL MATTERS.............................................................................................................................. 97
OTHER GENERAL INFORMATION................................................................................................. 98
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