Obligation Türkiye ?? Bankas? 7% ( XS1623796072 ) en USD

Türkiye ?? Bankas?

106.89 % ▲

Turquie

XS1623796072 ( en USD )

7% par an ( paiement semestriel )

28/06/2028

Prospectus brochure de l'obligation Turkiye Is Bankasi XS1623796072 en USD 7%, échéance 28/06/2028

29/12/2025 ( Dans 87 jours )

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 référencée par le code ISIN XS1623796072, émise par Turkiye Is Bankasi, représente un instrument de dette d'intérêt pour les investisseurs, sachant que Turkiye Is Bankasi est l'une des principales institutions financières de Turquie, opérant comme une banque commerciale majeure dans son pays d'émission. Cette émission est libellée en dollars américains (USD) et propose un taux d'intérêt annuel de 7%, avec des paiements effectués à une fréquence semestrielle, soit deux fois par an. L'obligation arrive à maturité le 28 juin 2028 et se négocie actuellement sur le marché à un prix de 103,71% de sa valeur nominale.

TÜRKYE BANKASI A..
Issue of US$500,000,000 Fixed Rate Resettable Tier 2 Notes due 2028
under its US$7,000,000,000 Global Medium Term Note Program
Issue price: 100.00%
The US$500,000,000 Fixed Rate Resettable Tier 2 Notes due 2028 (the "Notes") are being issued by Türkiye Bankasi A.., a
banking institution organized 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 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 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 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 29, 2017 (the "Issue Date") to (but excluding) June 29, 2023 (the "Issuer Call
Date") at a fixed rate of 7.000% per annum. From (and including) the Issuer Call Date to (but excluding) June 29, 2028 (the "Maturity Date"),
the Notes will bear interest at a fixed rate per annum equal to the Reset Interest Rate (as defined herein). Interest will be payable semi-annually in
arrear on the 29th day of each June and December (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 7.4), then the Noteholders will not be entitled to payment until the next
Payment Business Day and, in any such case, will not be entitled to further interest or other payment in respect of such delay. Subject (if required
by applicable law) to having obtained the prior approval of the Banking Regulation and Supervision Agency (the "BRSA") of Turkey and as
further provided in Condition 8, the Issuer may redeem all, but not some only, of the Notes outstanding: (a) on the Issuer Call Date, (b) at any
time for certain tax reasons or (c) upon the occurrence of a Capital Disqualification Event (as defined in Condition 8.4), in each case at their
respective then Prevailing Principal Amount (as defined in Condition 5.5) together with all interest accrued and unpaid to (but excluding) the date
of redemption. The Notes are otherwise scheduled to be redeemed by the Issuer at their respective then Prevailing Principal Amount on the
Maturity Date. 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 clause of such "Terms and Conditions of the Notes."
The Notes are subject to loss absorption upon the occurrence of a Non-Viability Event (as defined in Condition 6.2), in which case an
investor in the Notes might lose some or all of its investment in the Notes. See Condition 6.
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 ("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 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 Notes being "listed" (and all related references) shall mean that the 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 Notes by the Bank outside of Turkey.
The 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 Program based upon which the offering of the Notes is conducted were obtained on
February 6, 2017 and February 7, 2017, respectively, and (to the extent (and in the form) required by applicable law) a written approval of the
CMB relating to the Notes will also be obtained on or before the Issue Date.
The Notes are expected to be rated at issuance "BB" by Fitch Ratings Ltd. ("Fitch") and "B1" 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 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 Notes are being offered in reliance upon Rule 144A and Regulation S by each of Citigroup Global Markets Limited, Goldman
Sachs International, MUFG Securities EMEA plc, Société Générale 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 third Business Day following the date of pricing of the Notes; such settlement
cycle being referred to herein as "T+3")), 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.
Initial Purchasers
Citigroup
Goldman Sachs
MUFG
Société Générale
Standard Chartered
International
Corporate & Investment Banking
Bank
The date of this Prospectus is June 23, 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 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 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 consistent with this Prospectus 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 by (or on behalf of) the Issuer or an Initial
Purchaser or their respective affiliates 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 or
their respective affiliates 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 (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 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 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 or their respective affiliates 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
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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/or 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, except (in each
case) under circumstances that will result in compliance with all applicable laws. Persons into whose possession this
Prospectus or any 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 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 (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 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 BRSA, 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 or any of their respective counsel or other representatives makes
any representation to any actual or potential investor in the Notes regarding the legality of its investment under any
applicable laws. Any investor in the Notes should ensure that 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:
(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 (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 Notes and the impact its investment in the Notes 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,
2

(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 might affect its
investment in the 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 Notes (or beneficial
interests therein) are legal investments for it, (b) its investment in the 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 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 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 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 and all applicable laws might subject the transferor
and/or transferee to certain liabilities under applicable securities laws.
The Issuer has obtained the CMB approval letter (dated February 7, 2017 and numbered
29833736-105.03.01.-E.1628) and the final CMB approved issuance certificate (onaylanmi ihraç belgesi) dated
February 6, 2017 and numbered 19/BA-152) (together, the "CMB Approval") and the BRSA approval letter (dated
January 18, 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 Notes. In addition to the Approvals, pursuant to
Communiqué VII-128.8 on Debt Instruments of the CMB (the "Communiqué on Debt Instruments"), the Issuer is
required to apply to the CMB for approval via electronic signature on or before the Issue Date in order to proceed
with the sale and issuance of the 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 Issue
Date, the written approval of the CMB in respect of the Notes must be obtained by the Issuer from the CMB on or
before the Issue Date in order to proceed with the sale and issuance of the Notes. 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 No. 5411 of 2005 (as amended from time to time, the
"Banking Law") and related law, the Capital Markets Law No. 6362 and the Communiqué on Debt Instruments and
related law.
The Issuer has obtained a letter dated May 30, 2017 and numbered 20008792-101.01-E.8210 from the
BRSA (the "BRSA Tier 2 Approval") approving the treatment of the Notes as Tier 2 capital of the Bank for so long
as the Notes comply with the requirements of the Regulation on Equities of Banks as published in the Official
Gazette dated September 5, 2013 and numbered 28756 (as amended from time to time) (the "Equity Regulation").1
1 The Equity Regulation referred to in this Prospectus is referred to as the 2013 Equity Regulation in the Base
Prospectus.
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The BRSA Tier 2 Approval is conditional upon the compliance of the Notes with the requirements of the Equity
Regulation. Accordingly, among other requirements, if the Issuer invests in securities that qualify as Tier 2 capital
under the Equity Regulation and are issued by another Turkish bank or other financial institution holding an
investment in the Notes, then, when including the Notes in the calculation of its capital, the Issuer will be required to
deduct (but not to below zero) the amount of its investment in such securities from the amount of such bank or other
financial institution's investment in the Notes. For a description of other regulatory requirements in relation to Tier 2
capital requirements, see "Turkish Regulatory Environment Capital Adequacy" in the Base Prospectus.
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 sale or offering of 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 May 6, 2010 and in accordance with Decree 32, residents of Turkey may purchase or sell 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 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 authorized
by the BRSA or licensed brokerage institutions authorized 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 Notes (or beneficial interests therein) and transfer the purchase price
through such licensed banks.
Monies paid for the purchase of 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 Communiqué on Debt Instruments, 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 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 Notes and the
country of issuance.
Other than the Approvals, the BRSA Tier 2 Approval and the Central Bank of Ireland's approval of this
Prospectus under the Prospectus Directive, the Notes have not been approved or disapproved by the U.S. Securities
and Exchange Commission (the "SEC"), any State securities commission or any other United States, Turkish, Irish
or other regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the
offering of the Notes or the accuracy or determined the adequacy of the information contained in this Prospectus.
Any representation to the contrary might be unlawful.
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 pursuant to Regulation S in offshore transactions to persons who are not U.S. persons (the "Regulation S
Notes") will be represented by beneficial interests in a global note in registered form (the "Regulation S Global
Note" and, together with the Rule 144A Global Note(s) for the Rule 144A Notes, the "Global Notes").
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. 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 participants in Euroclear and Clearstream, Luxembourg.
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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, 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 published information 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.
IMPORTANT - EEA RETAIL INVESTORS
The Notes (and beneficial interests therein) are not intended, from January 1, 2018, to be offered, sold or
otherwise made available to (and, with effect from such date, should not be offered, sold or otherwise made
available to) any retail investor in the EEA (each, an "EEA Retail Investor"). For these purposes, a retail investor
means a person who is one (or more) of: (a) a retail client as defined in point (11) of Article 4(1) of Directive
2014/65/EU ("MiFID II"), (b) a customer within the meaning of Directive 2002/92/EC, where that customer would
not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II, or (c) not a qualified investor
as defined in the Prospectus Directive. Consequently, no key information document required by Regulation (EU)
No 1286/2014 (the "PRIIPs Regulation") for offering or selling the Notes (or beneficial interests therein) or
otherwise making them available to EEA Retail Investors has been prepared and, therefore, offering or selling the
Notes (or beneficial interests therein) or otherwise making them available to any EEA Retail Investors might be
unlawful under the PRIIPs Regulation.
STABILIZATION
In connection with the issue of the Notes, Citigroup Global Markets Limited (the "Stabilization Manager")
(or persons acting on behalf of the Stabilization 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,
stabilization action might not necessarily occur. Any stabilization action may begin on or after the date on which
adequate public disclosure of the terms of the offer of the Notes is made and, if begun, may 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.
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.
5

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 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) 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 non-
performing loans ("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 (which is other operating expenses, which
itself is total expenses other than the provision for losses on loans and other receivables, less the insurance
and reinsurance companies' expenses) for such period divided by (b) the income (calculated as total
operating income less the insurance and reinsurance companies' expenses) 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.
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.
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 an interim
period, the figure is annualized by multiplying the Bank-only net interest income for the indicated period of
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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 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 a 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.
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.
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 an 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
such period. For annualized figures calculated for a 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 an 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 for such period. For annualized figures calculated for a 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) during such period 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.
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
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(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: 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: 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.
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TABLE OF CONTENTS
RISK FACTORS..................................................................................................................................10
DOCUMENTS INCORPORATED BY REFERENCE .........................................................................14
OVERVIEW OF THE OFFERING ......................................................................................................16
TERMS AND CONDITIONS OF THE NOTES...................................................................................22
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS...............................................................................................................................44
SELECTED STATISTICAL AND OTHER INFORMATION..............................................................81
U.S. TAXATION .................................................................................................................................97
PLAN OF DISTRIBUTION .................................................................................................................99
LEGAL MATTERS ...........................................................................................................................102
OTHER GENERAL INFORMATION ...............................................................................................103
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