Obligation Turkiye 4.375% ( XS2361850527 ) en EUR

Turkiye

100 % ▲

Turquie

XS2361850527 ( en EUR )

4.375% par an ( paiement annuel )

08/07/2027

Prospectus brochure de l'obligation Turkey XS2361850527 en EUR 4.375%, échéance 08/07/2027

100 000 EUR

1 500 000 000 EUR

08/07/2026 ( Dans 244 jours )

La Turquie est un pays transcontinental situé à la fois en Europe et en Asie, possédant un riche héritage culturel et historique qui englobe des influences byzantines, ottomanes et anatoliennes.

L'Obligation émise par Turkiye ( Turquie ) , en EUR, avec le code ISIN XS2361850527, paye un coupon de 4.375% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 08/07/2027

PROSPECTUS SUPPLEMENT
(To the Prospectus dated May 6, 2020)

1,500,000,000

TÜRKYE CUMHURYET

(The Republic of Turkey)
4.375% N
otes due July 8, 2027
The Republic of Turkey (the "Republic" or "Turkey") is offering 1,500,000,000 principal amount of its 4.375% Notes due July 8,
2027 (the "notes"). The notes will constitute direct, general and unconditional obligations of the Republic. The full faith and credit of
the Republic will be pledged for the due and punctual payment of all principal and interest on the notes. The Republic will pay interest
on July 8 of each year, commencing on July 8, 2022.
This prospectus supplement and accompanying prospectus dated May 6, 2020, constitute a prospectus for the purposes of Article 6
of Regulation (EU) 2017/1129 (the "Prospectus Regulation").
This prospectus supplement and the accompanying prospectus has been approved by the Commission de Surveillance du Secteur
Financier of the Grand Duchy of Luxembourg (the "CSSF"), as competent authority under the Prospectus Regulation. Application is
being made to list on the Official List and trade the notes on the Regulated Market "Bourse de Luxembourg" of the Luxembourg Stock
Exchange, which is a regulated market for the purposes of the Market in Financial Instruments Directive (2014/65/EU), as amended
("MiFiD II"). The CSSF only approves this prospectus supplement and the accompanying prospectus dated May 6, 2020 as meeting the
standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be
considered as an endorsement of the Republic or the quality of the notes that are the subject of this prospectus supplement and investors
should make their own assessment as to the suitability of investing in the notes. The CSSF assumes no responsibility as to the economic
and financial soundness of the transaction and the quality or solvency of the Republic in line with the provisions of Article 6(4) of the
Luxembourg Prospectus Law.
See the section entitled "Risk Factors" for a discussion of certain factors you should consider before investing in the notes.
The notes will be designated collective action securities and will, therefore, contain "collective action clauses". Under these provisions,
which are described beginning on page 14 of the accompanying prospectus dated May 6, 2020, the Republic may amend the payment
provisions of the notes and other "reserved matters" listed in the fiscal agency agreement with the consent of the holders of: (1) with
respect to a single series of notes, more than 75% of the aggregate principal amount of the outstanding notes of such series; (2) with
respect to two or more series of notes, if certain "uniformly applicable" requirements are met, more than 75% of the aggregate principal
amount of the outstanding notes of all series affected by the proposed modification, taken in the aggregate; or (3) with respect to two or
more series of notes, more than 66% of the aggregate principal amount of the outstanding notes of all series affected by the proposed
modification, taken in the aggregate, and more than 50% of the aggregate principal amount of the outstanding notes of each series
affected by the proposed modification, taken individually. "Reserved matters" include, among other things, changes in the dates on
which any amounts are payable on the debt securities, reductions in principal amounts or interest rates on the debt securities, a change
in the currency of the debt securities, any change in the identity of the obligor under the debt securities, or a change in the status of the
debt securities.

Per Note
Total
Public Offering Price....... ............................................................ 99.355%
1,490,325,000
Underwriting discount.................................................................. 0.070%
1,050,000
Proceeds, before expenses, to the Republic of Turkey.............................. 99.285%
1,489,275,000
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these
notes or determined that this prospectus supplement or the accompanying prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The underwriters are offering the notes subject to various conditions. The underwriters expect to deliver the notes on or about July 8,
2021 (the "Issue Date"), through the book-entry system of Euroclear Bank SA/NV ("Euroclear") or Clearstream Banking S.A.
("Clearstream Banking Luxembourg") against payment in same-day funds.

Joint Book-Running Managers
BNP PARIBAS
BofA S

ecurities
Deutsche Bank
The date of this prospectus supplement is July 8, 2021.

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ABOUT THIS PROSPECTUS SUPPLEMENT
The Republic accepts responsibility for the information contained within this prospectus supplement and accompanying prospectus.
The Republic declares that to the best of their knowledge, the information contained in this prospectus supplement and accompanying
prospectus is in accordance with the facts and makes no omission likely to affect its import.
Unless otherwise stated, all annual information, including budgetary information, is based upon calendar years. Figures included in
this prospectus supplement and the accompanying prospectus have been subject to rounding adjustments; accordingly, figures shown
for the same item of information may vary, and figures that are totals may not be an arithmetical aggregate of their components.
This prospectus supplement and the accompanying prospectus have been prepared for the purpose of giving information with regard
to the Republic, which, according to the particular nature of the Republic and the notes, is necessary to enable investors to make an
informed assessment of the rights attaching to the notes and the reasons for the issuance of notes and its impact on the Republic
You should rely only on the information contained in this prospectus supplement and the accompanying prospectus, including the
documents incorporated by reference, in making your investment decision. The Republic has not authorized anyone to provide you with
any other information. If you receive any unauthorized information, you must not rely on it.
The Republic is offering to sell the notes only in places where offers and sales are permitted.
You should not assume that the information contained in this prospectus supplement or the accompanying prospectus is accurate as
of any date other than its respective date.
The conditions of the notes are based on the laws of the State of New York in effect as at the date of this prospectus supplement. No
assurance can be given as to the impact of any possible judicial decision or change to New York law or administrative practice after the
date of this prospectus supplement.

FORWARD-LOOKING STATEMENTS

The Republic has made forward-looking statements in this prospectus supplement. Statements that are not historical facts are forward-
looking statements. These statements are based on the Republic's current plans, estimates, assumptions and projections. Therefore, you
should not place undue reliance on them. Forward-looking statements speak only as of the date they are made. The Republic undertakes
no obligation to update any of them in light of new information or future events.

Forward-looking statements involve inherent risks. The Republic cautions you that a number of factors could cause actual
results to differ materially from those contained in any forward-looking statements. These factors include, but are not limited to:
·
External factors, such as:
·
interest rates in financial markets outside Turkey;
·
the impact of changes in the credit ratings of Turkey;
·
the impact of changes in the international prices of commodities;
·
economic conditions in Turkey's major export markets;
·
the decisions of international financial institutions regarding the terms of their financial arrangements with Turkey;
·
the impact of any delays or other adverse developments in Turkey's accession to the European Union;
·
the impact of adverse developments in the region where Turkey is located; and
·
the effects of a regional or global health pandemic, including COVID-19, and the impact of actions taken to mitigate
such a pandemic.

·
Internal factors, such as:
·
general economic and business conditions in Turkey;
·
political, military or internal security events in Turkey;
·
present and future exchange rates of the Turkish currency;
·
foreign currency reserves;

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·
the level of domestic debt;
·
domestic inflation;
·
natural events, such as climatic changes, earthquakes and floods;
·
the ability of Turkey to effect key economic reforms;
·
the level of foreign direct and portfolio investment in Turkey; and
·
the level of Turkish domestic interest rates.

SOVEREIGN IMMUNITY AND ARBITRATION
The Republic is a foreign sovereign state. Consequently, it may be difficult for investors to obtain or realize upon judgments of courts
in the United States against the Republic. See "Debt Securities -- Governing Law and Consent to Service" in the accompanying
prospectus.

UNSECURED OBLIGATIONS
The notes constitute unsecured obligations of the Republic.

CURRENCY AND EXCHANGE RATE DATA
References to "Turkish Lira" and "TL" in this prospectus supplement in the context of a point in time after January 1, 2009 are to the
Turkish Lira, the Republic's new official currency, which was introduced on January 1, 2009 in place of the New Turkish Lira; references
in this prospectus supplement to "New Turkish Lira" and "YTL" are to the lawful currency of the Republic for the period beginning on
January 1, 2005 and ending on December 31, 2008; and references to "Turkish Lira" and "TL" in this prospectus supplement in the
context of a point in time prior to January 1, 2005 are to the Turkish Lira before it was replaced with New Turkish Lira. References to
"U.S.$", "$", "U.S. dollars" and "dollars" in this prospectus supplement are to lawful money of the United States of America. References
to "" and "euro" in this prospectus supplement are to the lawful currency of the European Union
Translations of amounts from Turkish Lira to dollars are solely for the convenience of the reader and, unless otherwise stated, are
made at the exchange rate prevailing at the time as of which such amounts are specified. No representation is made that the Turkish Lira
or dollar amounts referred to herein could have been or could be converted into dollars or Turkish Lira, as the case may be, at any
particular rate or at all.
THE NOTES MAY NOT BE A SUITABLE INVESTMENT FOR ALL INVESTORS
You must determine the suitability of investment in the notes in the light of your own circumstances. In particular, you should:

(i) have sufficient knowledge and experience to make a meaningful evaluation of the notes and the merits and risks of
investing in the notes;

(ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of your particular financial
situation, an investment in the notes and the impact the notes will have on your overall investment portfolio;

(iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the notes, including where
the currency for principal or interest payments is different from your currency;

(iv) understand thoroughly the terms of the notes and be familiar with the behaviour of any relevant indices and financial
markets; and

(v) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate
and other factors that may affect your investment and your ability to bear the applicable risks.

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LEGAL INVESTMENT CONSIDERATIONS MAY RESTRICT CERTAIN INVESTMENTS

The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain
authorities. Prospective investors should consult their legal advisers to determine whether and to what extent: (1) the notes are legal
investments for such prospective investors; (2) the notes can be used as collateral for various types of borrowing; and (3) other
restrictions apply to their purchase or pledge of any notes. Financial institutions should consult their legal advisors or the appropriate
regulators to determine the appropriate treatment of notes under any applicable risk based capital or similar rules.

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TABLE OF CONTENTS
Page
Prospectus Supplement
Risk Factors ........................................................................................................................................................................................... S-7
Overview .............................................................................................................................................................................................. S-18
Recent Developments and Overview ................................................................................................................................................... S-21
Description of the Notes ...................................................................................................................................................................... S-70
Global Clearance and Settlement ......................................................................................................................................................... S-77
Taxation ............................................................................................................................................................................................... S-79
Underwriting ........................................................................................................................................................................................ S-86
Legal Matters ....................................................................................................................................................................................... S-90
Table of References ............................................................................................................................................................................. S-91
Prospectus
Where You Can Find More Information .................................................................................................................................................... 2
Data Dissemination .................................................................................................................................................................................... 2
Use of Proceeds ......................................................................................................................................................................................... 3
Debt Securities ........................................................................................................................................................................................... 3
Plan of Distribution .................................................................................................................................................................................. 17
Debt Record ............................................................................................................................................................................................. 18
Validity of the Securities ......................................................................................................................................................................... 18
Official Statements .................................................................................................................................................................................. 19
Authorized Agent ..................................................................................................................................................................................... 19

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RISK FACTORS
You should read this entire prospectus supplement and the accompanying prospectus carefully. Words and expressions used in
this section but not defined herein shall have the same meanings assigned to them elsewhere in this prospectus supplement and the
accompanying prospectus. Investing in the notes involves certain risks. In addition, the purchase of the notes may involve substantial
risks and be suitable only for investors who have the knowledge and experience in financial and business matters to enable them to
evaluate the risks and merits of an investment in the notes. You should make your own inquiries as you deem necessary without relying
on the Republic or any underwriter and should consult with your financial, tax, legal, accounting and other advisers, prior to deciding
whether to make an investment in the notes. You should consider, among other things, the following:
Risks Relating to the Notes
The trading market for the notes may be volatile and may be adversely impacted by many events.
The market for the notes is expected to be influenced by economic, political, social and market conditions and, to varying degrees,
interest rates, currency exchange rates and inflation rates in the United States and Europe and other countries. There can be no assurance
that events in Turkey, the United States, Europe or elsewhere will not cause market volatility or that such volatility will not adversely
affect the price of the notes or that economic, political, social and market conditions will not have any other adverse effect.
There may be no active trading market for the notes and limited liquidity for noteholders.
There can be no assurance that an active trading market for the notes will develop, or, if one does develop, that it will be
maintained. If an active trading market for the notes does not develop or is not maintained, the market or trading price and liquidity of
the notes may be adversely affected. If the notes are traded after their initial issuance, they may trade at a discount to their initial offering
price, depending upon prevailing interest rates, the market for similar securities, general economic conditions and the financial condition
of the Republic. Although an application will be made to list on the Official List and trade the notes on the Regulated Market "Bourse
de Luxembourg" of the Luxembourg Stock Exchange, there is no assurance that such application will be accepted or that an active
trading market will develop.
The notes contain provisions that permit the Republic to amend the payment terms without the consent of all holders.
The notes contain provisions regarding acceleration and voting on amendments, modifications, changes, consents and waivers,
which are commonly referred to as "collective action clauses". Under these provisions, certain key provisions of the notes may be
amended, including the maturity date, interest rate and other payment terms, with the consent of the holders of 75% of the aggregate
principal amount of the outstanding notes. See "Description of the Notes -- Default; Acceleration of Maturity" and "-- Amendments
and Waivers" in this prospectus supplement and "Debt Securities -- Collective Action Securities Issued On or After January 1, 2015"
in the accompanying prospectus. Such amendments will be binding on all of the holders of the notes, whether or not any such holder of
notes voted in favour of such an amendment.
Fluctuations in interest rates of the currency in which the notes are denominated may affect the market value of the notes.
Investors in the notes should be aware that an investment in the notes may involve an interest rate risk insofar as there may be
fluctuations in the interest rates of the currency of denomination of the notes. Fluctuations in interest rates of the currency in which the
notes are denominated may affect the market value of the notes. Such fluctuations might have a materially adverse impact both on the
liquidity of an investment in the notes and on the performance of an investment in the notes.
The notes are subject to foreign currency exchange risks
An investment in a security denominated in a currency other than the currency of the country in which a holder of notes is resident
or the currency in which the holder conducts its business or activities may present currency-related risks not associated with a similar
investment in a security denominated in the home currency. Such risks include, without limitation, the possibility of significant changes
in rates of exchange between the home currency and the euro and the possibility of the imposition or modification of foreign exchange

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controls with respect to the euro and the home currency, and depend on events over which the Republic has no control, such as economic
and political events and the supply and demand for the euro and the home currency.
Changes in foreign currency exchange rates between two currencies result from the interaction over time of many factors directly
or indirectly affecting economic and political conditions in the countries issuing such currencies, and economic and political
developments globally. Foreign currency exchange rates may be affected by, among other factors, existing and expected rates of
inflation, existing and expected interest rate levels, the balance of payments between countries and the extent of governmental surpluses
or deficits in various countries. All of these factors are, in turn, sensitive to the monetary, fiscal and trade policies pursued by the
governments of various countries important to international trade and finance. In recent years, rates of exchange for certain currencies
have been highly volatile and such volatility may be expected to continue in the future. Fluctuations in any particular exchange rate that
have occurred in the past are not necessarily indicative, however, of fluctuations in such rate that may occur during the term of the notes.
Depreciation of the euro against the relevant home currency could result in a decrease in the effective yield of a particular security
below its coupon rate and, in certain circumstances, could result in a loss to the investor on a home currency basis.
The European Union or one or more of its member states may, in the future, impose exchange controls and modify any exchange
controls imposed, which controls could affect exchange rates as well as the availability of euro at the time of payment of principal of or
any interest on the notes.
This description of foreign currency risks does not describe all the risks of an investment in securities denominated in a currency
other than the home currency. Prospective investors should consult their own financial and legal advisors as to the risks involved in an
investment in the notes.
Principal and interest on the notes will be payable by the Republic, or its designee, to the fiscal agent in euro.
Economic disruption in Europe and volatility in the value of the euro could have an adverse effect on the value of the notes.
The value of the notes is affected by current global economic conditions, including regional and international rates of economic
growth. Developments in the global economy, including the British exit from the European Union, have led to increased market volatility
and decreased consumer confidence in the United Kingdom and the European Union. The potential impact of these developments on
the value of the notes is uncertain.
As a result of the sovereign debt crisis in Europe, there was significant price volatility in the secondary market for sovereign debt
of European and other nations at the beginning of the last decade. If such price volatility resumes, it could lead to a decline in the
recoverability and value of the notes. Europe has appeared to begin recovering from that sovereign debt crisis, with some Eurozone
countries experiencing moderate growth, yet it continues to face uncertainty. Continued sluggish economic growth or negative growth
in the European Union could adversely affect the value of the notes.
These and other concerns could potentially lead to the re-introduction of individual currencies in one or more member countries
of the Eurozone. If one or more member countries abandon the euro, the value of the euro could fluctuate drastically. Should the euro
dissolve entirely, the legal and contractual consequences for holders of obligations denominated in euro would be determined by laws
in effect at such time. These potential developments, or market perceptions concerning these and related issues, could adversely affect
the value of the notes.
A holder of a principal amount of notes of less than 100,000 will be unable to transfer such stub amount
The notes are issued and may be transferred only in principal amounts of 100,000 and integral multiples of 1,000 in excess
thereof. As a result, it is possible that the notes may be traded in amounts in excess of 100,000 that are not integral multiples of 100,000
and a holder may hold a principal amount of notes of less than the minimum 100,000. The holder of a stub amount of notes of less than
100,000 will be unable to transfer such stub amount so long as the notes are held in Euroclear or Clearstream Banking Luxembourg
and may not receive a definitive note in respect of such holding should notes be issued in certificated form.

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Risks Relating to the Republic
The novel coronavirus (COVID-19) has had an adverse effect on the Republic's economy.
The outbreak of COVID-19 is currently having an indeterminable adverse impact on the world economy. COVID-19 was
reportedly first detected in Wuhan, Hubei Province, China, and first reported to the World Health Organization ("WHO") country office
in China on December 31, 2019. On January 30, 2020, the WHO declared COVID-19 a public health emergency of international concern
and on March 11, 2020, declared the outbreak a pandemic. COVID-19 has begun to have numerous worldwide effects on general
commercial activity.
The long-term effects to the global economy and the Turkish economy of epidemics and other public health crises, such as the
on-going COVID-19 outbreak, are difficult to assess or predict, and may include risks to Turkish citizens' health and safety, as well as
reduced economic activity, which in turn could result in decreased revenue for the Turkish government and increased expenditures. It
is unclear whether these challenges and uncertainties will be contained or resolved, and what effects they may have on the global political
and economic conditions in the long term. Additionally, the Republic cannot predict the evolution of the disease in Turkey, nor any
additional restrictions that might need to be imposed. However, COVID-19 is expected to have a significant adverse effect on the world
economy, which may in turn negatively affect the Republic's economy due to, among other things, decreased demand for its exports.
Accordingly, since March 2020 the Turkish government has implemented a series of protective measures designed to address the
COVID-19 outbreak. See "Recent Developments and Overview -- General -- COVID-19". The measures implemented so far have
resulted in a significant slowdown in economic activity that adversely affected economic growth in 2020 and may affect the economic
growth in 2021, to a degree that the Republic cannot quantify as of the date hereof. Any prolonged restrictive measures put in place in
order to control an outbreak of contagious disease or other adverse public health development in Turkey may have a longer lasting
material and adverse effect on Turkey's economy. While the economic cost of COVID-19 is difficult to quantify or predict, it may
adversely affect Republic's otherwise expected GDP growth and fiscal deficit in 2021, which may lead to a deterioration in financial
conditions. In order to accelerate the normalization in daily life and to enhance the level of openness of the economy, the vaccination
process is being carried out throughout the country. The Turkish Government has made deals with the relevant international parties on
purchasing the COVID-19 vaccines. There is also a domestic effort to develop a COVID-19 vaccine. Any delay or failure in the
vaccination supply from the outside world may negatively affect the normalization of the economy during the post-COVID-19 period.
The Republic is a foreign sovereign state and accordingly it may be difficult to obtain or enforce judgments against it.
The Republic is a sovereign state. Consequently, the ability of noteholders to sue the Republic may be limited.
The Republic has not consented to service or waived sovereign immunity with respect to actions brought against it under United
States federal securities laws or any State securities laws or the securities laws of any other jurisdiction. In the absence of a waiver of
immunity by the Republic with respect to these actions, it would not be possible to obtain judgment in such an action brought against
the Republic in a court in the United States unless the court were to determine that the Republic is not entitled under the Foreign
Sovereign Immunities Act to sovereign immunity with respect to such action. Further, even if a United States judgment could be obtained
in such an action, it may not be possible to enforce in the Republic a judgment based on such a United States judgment. Execution upon
property of the Republic located in the United States to enforce a United States judgment may not be possible except under the limited
circumstances specified in the Foreign Sovereign Immunities Act.
The courts of Turkey will not enforce a judgment obtained in a court established in a country other than Turkey unless:
· There is in effect a treaty between such country and Turkey providing for reciprocal enforcement of court judgments;
· There is de facto reciprocity in such country of judgments rendered by Turkish courts; or
· There is a provision in the laws of such country that provides for the enforcement of judgments of the Turkish courts.

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There is no treaty between the United States and Turkey providing for reciprocal enforcement of judgments. There is no de facto
reciprocity between the United States and Turkey. Moreover, there is uncertainty as to the ability of an investor to bring an original
action in Turkey based on U.S. federal or non Turkish securities laws.
Turkish courts have rendered at least one judgment in the past confirming de facto reciprocity between the courts of New York
State and Turkey. However, since de facto reciprocity is decided by the relevant court on a case by case basis, there is uncertainty as to
the enforceability of court judgments obtained in the United States or the United Kingdom by Turkish courts.
In addition, the Turkish courts will not enforce any judgment obtained in a court established in a country other than Turkey if:
· the defendant was not duly summoned or represented;
· the defendant's fundamental procedural rights were not observed and the defendant brings an objection before the Turkish
court against the request for enforcement on either of these grounds;
· the judgment in question was rendered with respect to a matter within the exclusive jurisdiction of the Turkish courts;
· the judgment is incompatible with a judgment of a Turkish court between the same parties and relating to the same issues or,
as the case may be, with an earlier foreign judgment on the same issue and enforceable in Turkey;
· the judgment is not of a civil nature;
· the judgment is clearly against public policy rules of Turkey;
· the court rendering the judgment did not have jurisdiction to render such judgment;
· the judgment is not final and binding with no further recourse for appeal under the laws of the country where the judgment
has been rendered; or
· the judgment was rendered by a foreign court which treated itself as competent even though it had no actual relationship with
the parties or the subject matter at hand and the defendant brings an objection before the Turkish court against the request for enforcement
on this ground.
Furthermore, to be enforceable under the laws of Turkey, the choice of laws of a foreign jurisdiction or submission to the
jurisdiction of the courts of such a foreign jurisdiction should indicate the competent courts with sufficient precision. Therefore, lack of
precision while determining the competent court of a foreign jurisdiction may render the choice of foreign court unenforceable. Also,
Turkish law enables the parties' ability to choose the law applicable to claims relating to tort and/or unjust enrichment only after the
commitment or occurrence of the relevant tortious act or the relevant unjust enrichment.
As a result, it may not be possible to:
· effect service of process outside Turkey upon any of the directors and official officers named in this prospectus; or
· enforce, in Turkey, court judgments obtained in courts of jurisdictions other than Turkey against the Republic or any of the
directors and official officers named in this prospectus in any action.
There can be no assurance that the Republic's credit ratings will not change.
Long-term foreign currency debt of the Republic of Turkey is currently rated sub-investment grade by four nationally recognized
statistical rating organizations, Fitch Ratings Limited ("Fitch"), S&P Global Ratings Europe Limited ("Standard & Poor's"), Moody's
Investors Service Inc. ("Moody's") and Japan Credit Rating Agency, Ltd. ("Japan Credit Rating").

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