Obligation Türkiye ?? Bankas? 6.125% ( US90016BAE83 ) en USD

Société émettrice Türkiye ?? Bankas?
Prix sur le marché 99.819 %  ▼ 
Pays  Turquie
Code ISIN  US90016BAE83 ( en USD )
Coupon 6.125% par an ( paiement semestriel )
Echéance 24/04/2024 - Obligation échue



Prospectus brochure de l'obligation Turkiye Is Bankasi US90016BAE83 en USD 6.125%, échue


Montant Minimal 200 000 USD
Montant de l'émission 1 250 000 000 USD
Cusip 90016BAE8
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 de type US90016BAE83 (Code CUSIP : 90016BAE8), émise par Turkiye Is Bankasi, l'une des principales institutions financières de Turquie, représentait une é émission de 1,25 milliard de dollars américains avec une taille minimale d'achat de 200 000 dollars, offrant un taux d'intérêt annuel de 6,125% payable bi-annuellement, et bien qu'elle ait été cotée à un dernier prix de 99,819% sur le marché, elle est arrivée à maturité le 24 avril 2024 et a depuis été intégralement remboursée par l'émetteur.







TÜRKYE BANKASI A..
Issue of US$500,000,000 6.125% Notes due 2024
(to be consolidated and form a single series with the US$750,000,000 6.125% Notes due 2024 issued on 25 April 2017)
under its US$7,000,000,000 Global Medium Term Note Programme
Issue price: 102.017% plus 166 days' deemed accrued interest in respect of the period
from (and including) 25 April 2017 to (but excluding) 11 October 2017
The US$500,000,000 6.125% Notes due 2024 (the "New Notes") are being issued by Türkiye Bankasi A.., a banking
institution organised as a public joint stock company under the laws of the Republic of Turkey ("Turkey") and registered with the stanbul
Trade Registry under number 431112 (the "Bank" or the "Issuer") under its US$7,000,000,000 Global Medium Term Note Programme (the
"Programme"). The New Notes will be consolidated and form a single series with the US$750,000,000 6.125% Notes due 2024 (the
"Original Notes" and, with the New Notes, the "Notes") issued on 25 April 2017 (the "Original Issue Date"): (a) in the case of the
Regulation S Notes (as defined below), on the 41st day after the New Issue Date (as defined below), and (b) in the case of the Rule 144A
Note(s) (as defined below), on the New Issue Date.
The New Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), or the securities laws of any State or other jurisdiction of the United States 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" ("U.S. persons") as defined in, and in reliance upon, Regulation S under the Securities
Act ("Regulation S"). For a description of certain restrictions on sale and transfer of investments in the New 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 NEW NOTES INVOLVES CERTAIN RISKS. SEE "RISK FACTORS" HEREIN.
The New Notes will: (a) be deemed to bear interest from (and including) the Original Issue Date to (but excluding) the New Issue
Date and (b) bear interest from (and including) the New Issue Date to (but excluding) 25 April 2024 (the "Maturity Date") at a fixed rate of
6.125% per annum. Interest will be payable semi-annually in arrear in equal instalments on the 25th 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 (defined herein). For a more detailed description of the
Notes, see "Terms and Conditions of the Notes" herein. Reference to a "Condition" herein is to the corresponding paragraph of the 2016
Conditions (as defined below).
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 the New Notes that are to be admitted to trading on a regulated market for the
purposes of Directive 2004/39/EC ("MiFID I") and/or that are to be offered to the public in any member state of the European Economic
Area (the "EEA"). Application has been made to the Irish Stock Exchange plc (the "Irish Stock Exchange") for the New Notes to be
admitted to its official list (the "Official List") and to 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 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 MiFID I.
Application has been made to the Capital Markets Board (the "CMB") of Turkey, in its capacity as competent authority under
Law No. 6362 (the "Capital Markets Law") of Turkey relating to capital markets, for the issuance and sale of the New Notes by the Bank
outside of Turkey. The New Notes cannot be sold before the necessary approvals are obtained from the CMB. The final CMB approved
issuance certificate and the CMB approval letter relating to the issuance of notes under the Programme based upon which the offering of the
New Notes is conducted were obtained on 6 February 2017 and 7 February 2017, respectively, and (to the extent (and in the form) required
by applicable law) a written approval of the CMB relating to the New Notes will also be obtained on or before 11 October 2017 (the "New
Issue Date").
The Original Notes are rated "BB+" (stable outlook) by Fitch Ratings Ltd. ("Fitch") and "Ba1" (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") and it is expected that the rating of the Notes will be the same immediately after the issuance of the New Notes. The Bank has
also been rated by the Rating Agencies, as set out on page 137 of the Base Prospectus. Each of the Rating Agencies is established in the EU
and is registered under Regulation (EC) No. 1060/2009, as amended (the "CRA Regulation"). As such, each of the Rating Agencies is
included in the list of credit rating agencies published by the European Securities and Markets Authority 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 New Notes are being offered in reliance upon Rule 144A and Regulation S by each of Citigroup Global Markets Limited,
Emirates NBD P.J.S.C., Erste Group Bank AG, HSBC Bank plc, Mizuho International plc and Wells Fargo Securities International Limited
(each an "Joint Bookrunner" and, collectively, the "Joint Bookrunners"), 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 New Issue Date (i.e., the fourth Business Day
following the date of pricing of the New 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 New Issue Date.
Joint Bookrunners
Citigroup
Emirates NBD
Erste Group
HSBC
Mizuho Securities
Wells Fargo
Capital
Securities
The date of this Prospectus is 9 October 2017.


This Prospectus constitutes 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 into, 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 New 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 any
of the documents (or portions thereof) incorporated herein by reference) on the part of the Issuer are
honestly held or made by the Issuer and are not misleading in any material respects, and there are no
other facts the omission of which would make this 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 (including incorporated by
reference into) 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 (including incorporated by reference
into) 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 Joint Bookrunners accepts any
responsibility for the information contained in (including incorporated by reference into) this
Prospectus or any other information provided by the Issuer in connection with the New Notes or for
any statement consistent with this Prospectus made, or purported to be made, by an Joint Bookrunner
or on its behalf in connection with the Issuer or the issue and offering of the New Notes (or beneficial
interests therein). Each Joint Bookrunner accordingly disclaims all and any liability that it might
otherwise have (whether in tort, contract or otherwise) in respect of the accuracy or completeness of
any such information or statements. The Joint Bookrunners expressly do not undertake to review the
financial condition or affairs of the Issuer during the life of the New Notes or to advise any investor or
potential investor in the New Notes of any information coming to their attention.
No person is or has been authorised by the Issuer to give any information or to make any
representation not contained in or not consistent with this Prospectus or any other information
supplied by (or with the consent of) the Issuer in connection with the New Notes and, if given or
made, such information or representation must not be relied upon as having been authorised by the
Issuer or any of the Joint Bookrunners.
Neither this Prospectus nor any other information supplied by (or on behalf of) the Issuer or a
Joint Bookrunner or their respective affiliates in connection with the New 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 Joint Bookrunners or their respective affiliates that any recipient of this
Prospectus or any other information supplied in connection with the New Notes should invest in the
New Notes. Each investor contemplating investing in the New Notes should: (i) determine for itself
the relevance of the information contained in (including incorporated by reference 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
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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.
Neither this Prospectus nor, except to the extent explicitly stated therein, any other
information supplied in connection with the New Notes or the issue of the New Notes constitutes an
offer of, or an invitation by or on behalf of the Issuer or any of the Joint Bookrunners or their
respective affiliates to any person to subscribe for or purchase, any New 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 New Notes (or beneficial interests therein) in
accordance with the terms and conditions specified by the Joint Bookrunners.
Neither the delivery of this Prospectus nor the offering, sale or delivery of the New 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
New Notes is correct as of any time subsequent to the date indicated in the document containing the
same.
The distribution of this Prospectus and/or the offer or sale of New Notes (or beneficial
interests therein) might be restricted by law in certain jurisdictions. The Issuer and the Joint
Bookrunners do not represent that this Prospectus may be lawfully distributed, or that the New 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
New Notes (or beneficial interests therein) or distribution of this Prospectus in any jurisdiction in
which action for that purpose is required. Accordingly: (a) no New 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, in
each case, under circumstances that will result in compliance with all applicable laws. Persons into
whose possession this Prospectus or any New Notes (or beneficial interests therein) 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 the New Notes (or beneficial
interests therein). In particular, there are restrictions on the distribution of this Prospectus and the
offer and/or sale of the New Notes (or beneficial interests therein) in (inter alia) Turkey, the United
States, the EEA (including the United Kingdom), Japan, Switzerland, the People's Republic of China
(the "PRC") and the Hong Kong Special Administrative Region of the PRC. 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 New Notes, including the merits and risks involved. The New Notes have
not been approved or disapproved by the United States Securities and Exchange Commission (the
"SEC") or any other securities commission or other regulatory authority in the United States and,
other than the approvals of the Banking Regulation and Supervision Agency (the "BRSA") and the
CMB (i.e., the Approvals) 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 Joint Bookrunners or the Issuer or any of their respective counsel or other
representatives makes any representation to any actual or potential investor in the New Notes
regarding the legality of its investment under any applicable laws. Any investor in the New Notes
2


should ensure that it is able to bear the economic risk of an investment in the New Notes for an
indefinite period of time.
The New Notes might not be a suitable investment for all investors. Each potential investor in
the New 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:
(a)
has 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 (including incorporated by reference into) this Prospectus or any
supplement hereto,
(b)
has access to, and knowledge of, appropriate analytical tools to evaluate, in the
context of its particular financial situation, an investment in the New Notes and the
impact its 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 New 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 New Notes and is familiar with the behaviour
of financial markets, and
(e)
is able to evaluate possible scenarios for economic, interest rate and other factors that
might affect its investment in the New Notes and its ability to bear the applicable
risks.
Legal investment considerations might restrict certain investments. The investment activities
of certain investors are subject to 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 New Notes (or beneficial interests therein) are legal investments for it, (b) its
investments in the New Notes can be used by it as collateral for various types of borrowing and (c)
other restrictions apply to its purchase or pledge of any New 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 New Notes under any applicable risk-based capital or
other rules. Each potential investor should consult its own advisers as to the legal, tax, business,
financial and related aspects of an investment in the New Notes.
GENERAL INFORMATION
The New 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 New Note (or a beneficial interest therein), agrees (or will be deemed to
have agreed) 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 a relevant
exemption 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 New 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 New
Notes (or a beneficial interest therein) that is not made in accordance with the transfer restrictions and
all applicable laws might subject the transferor and/or transferee to certain liabilities under applicable
securities laws.
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The Issuer has obtained the CMB approval letter (dated 7 February 2017 and numbered
29833736-105.03.01.-E.1628) and the final CMB approved issuance certificate (onaylanmi ihraç
belgesi) (dated 6 February 2017 and numbered 19/BA-152) (together, the "CMB Approval") and the
BRSA approval letter (dated 18 January 2017 and numbered 20008792-101.01[44]-E.1057) (the
"BRSA Approval" and, together with the CMB Approval, the "Approvals") required for the issuance
of the New Notes. In addition to the Approvals, pursuant to Communiqué VII-128.8 on Debt
Instruments of the CMB (the "Debt Instruments Communiqué"), the Issuer is required to apply to the
CMB for approval via electronic signature on or before the New Issue Date in order to proceed with
the sale and issuance of the New Notes; however, as of the date of this Prospectus, the CMB's system
allowing such application has not become operational yet. Therefore, unless such system becomes
operational before the New Issue Date, the written approval of the CMB in respect of the New Notes
must be obtained by the Issuer from the CMB on or before the New Issue Date in order to proceed
with the sale and issuance of the New Notes. As the Issuer is required to maintain all authorisations
and approvals of the CMB necessary for the offer, sale and issue of notes under the Programme, 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 New
Notes have been authorised 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
No. 5411 of 2005 (as amended from time to time, the "Banking Law") and related law, the Capital
Markets Law No. 6362 and the Debt Instruments Communiqué and related law.
In addition, the New 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
authorised the offering, sale and issue of the New Notes on the condition that no sale or offering of
New Notes (or beneficial interests therein) may be made by way of public offering or private
placement in Turkey. Notwithstanding the foregoing, pursuant to the BRSA decision No. 3665 dated
6 May 2010 and in accordance with Decree 32, residents of Turkey may purchase or sell New Notes
(or beneficial interests therein) (as they are denominated in a currency other than Turkish Lira) in
offshore transactions on an unsolicited (reverse inquiry) basis in the secondary markets only. Further,
pursuant to Article 15(d)(ii) of Decree 32, Turkish residents may purchase or sell New Notes (or
beneficial interests therein) in offshore transactions on an unsolicited (reverse inquiry) basis; provided
that such purchase or sale is made through licensed banks authorised by the BRSA or licensed
brokerage institutions authorised pursuant to CMB regulations and the purchase price is transferred
through such licensed banks. As such, Turkish residents should use such licensed banks or such
licensed brokerage institutions while purchasing the New Notes (or beneficial interests therein) and
transfer the purchase price through such licensed banks.
Monies paid for the purchase of New Notes (or beneficial interests therein) are not protected
by the insurance coverage provided by the Savings Deposit Insurance Fund (Tasarruf Mevduati
Sigorta Fonu) (the "SDIF") of Turkey.
Pursuant to the Debt Instruments Communiqué, the Issuer is required to notify the Central
Registry Agency (Merkezi Kayit stanbul) (trade name: Central Registry stanbul (Merkezi Kayit
stanbul)) ("Central Registry stanbul") within three stanbul business days from the New Issue Date
of the amount, Issue Date, ISIN (if any), interest commencement date, maturity date, interest rate,
name of the custodian and currency of the New Notes and the country of issuance.
New 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) on the New Issue Date. New Notes offered and sold pursuant to Regulation S in
offshore transactions to persons who are not U.S. persons (the "Regulation S Notes") will initially be
represented by beneficial interests in a temporary global note in registered form (the "Regulation S
Temporary Global Note") and, upon consolidation with the Original Notes, will be represented by
beneficial interests in a global note in registered form (the "Regulation S Global Note" and, together
4


with the Rule 144A Global Note(s) and the Regulation S Temporary Global Note, the "Global
Notes").
The Rule 144A Global Note(s) 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 (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. The Temporary Regulation S Global Note 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 a nominee of the Common Depositary. On the 41st day after the
New Issue Date, the Regulation S Notes will cease to be represented by the Regulation S Temporary
Global Note and will be represented by the Regulation S Global Note. Except as described in this
Prospectus, beneficial interests in the Temporary Regulation S Global Note and the Regulation S
Global Note will be represented through accounts of financial institutions acting on behalf of
beneficial owners as direct and indirect participants in Euroclear and Clearstream, Luxembourg.
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, entities
that are consolidated into the Bank).
In this Prospectus, any reference to "law" shall (unless the context otherwise requires) be
deemed to include legislation, regulations and other legal requirements.
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 legal references and technical terms have
been cited in their original language in order that the correct technical meaning may be ascribed to
them under applicable laws. In particular, but without limitation, the titles of Turkish legislation and
regulations 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 information published by that
third party, 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.
STABILISATION
In connection with the issue of the New Notes, HSBC Bank plc (the "Stabilisation Manager")
(or persons acting on behalf of the Stabilisation 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, stabilisation action might not necessarily occur. Any
stabilisation action may begin on or after the date on which adequate public disclosure of the terms of
the offer of the New 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 New Issue Date and 60 days after the date of the allotment of the New
Notes. Any stabilisation action or over-allotment must be conducted by the Stabilisation Manager (or
persons acting on behalf of the Stabilisation Manager) in accordance with all applicable laws.
5


Notwithstanding anything herein to the contrary, the Bank may not (whether through over-
allotment or otherwise) issue more New Notes than have been authorised by the CMB.
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
5 October 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
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 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 and are not defined in the Base Prospectus) include (without
limitation) the following (such terms being used in this Prospectus as defined below):
average interest rates on loans: As of a particular date, this is calculated by averaging the
monthly balances of loans and receivables (performing), which is calculated by averaging the
amount of loans and receivables (performing) as of the balance sheet date immediately prior
to the commencement of such period (e.g., for any year, 31 December of the previous year)
and each intervening month-end date).
average interest rates on total securities portfolio: As of a particular date, this is calculated by
averaging the monthly balances of the total securities portfolio, which is calculated by
averaging the amount of the total securities portfolio as of the balance sheet date immediately
prior to the commencement of such period (e.g., for any year, 31 December of the previous
year) and each intervening month-end date).
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.
6


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.
non-performing loans to total cash and non-cash loans: As of a particular date, this is: (a)
non-performing loans ("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.
repo-to-deposit ratio: As of a particular date, this is: (a) funds provided under repurchase
agreements ("repos") as of such date divided by (b) total deposits as of such date.
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) during such period minus (b) the average interest rates accrued on average interest-
bearing liabilities during such period.
total securities portfolio: As of a particular date, this is the sum of: (a) the trading securities
portfolio and (b) the investment securities portfolio.
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 31 December 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, 31 December of the previous year) and each
intervening month-end date.
average non-interest-bearing liabilities: 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, 31 December of
the previous year) and each intervening month-end date.
average non-interest-earning assets: 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, 31 December of the previous year) and each intervening
month-end date.
investment securities portfolio: As of a particular date, this is the sum of: (a) the available-for-
sale portfolio as of such date and (b) the held-to-maturity portfolio as of such date.
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trading securities portfolio: As of a particular date, this is: (a) the financial assets held for
trading as of such date minus (b) the derivative financial assets held for trading as of such
date.
Please see "Alternative Performance Measures" in the Base Prospectus.
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TABLE OF CONTENTS
RISK FACTORS .................................................................................................................................. 10
DOCUMENTS INCORPORATED BY REFERENCE........................................................................ 16
OVERVIEW OF THE OFFERING...................................................................................................... 19
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS ............................................................................................................. 25
SELECTED STATISTICAL AND OTHER INFORMATION ........................................................... 61
TERMS AND CONDITIONS OF THE NOTES ................................................................................. 77
U.S. TAXATION.................................................................................................................................. 84
PLAN OF DISTRIBUTION ................................................................................................................. 88
LEGAL MATTERS.............................................................................................................................. 91
OTHER GENERAL INFORMATION................................................................................................. 92
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