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TÜRKİYE İŞ BANKASI A.Ş. U.S.$5,000,000,000 Global Medium

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TÜRKİYE İŞ BANKASI A.Ş. U.S.$5,000,000,000 Global Medium TÜRKİYE İŞ BANKASI A.Ş. U.S.$5,000,000,000 Global Medium Term Note Program Under this U.S.$5,000,000,000 Global Medium Term Note Program (the "Program"), Türkiye İş Bankası A.Ş., a Turkish banking institution organized as a public joint stock company registered with the Istanbul Trade Registry under number 431112 (the "Bank" or the "Issuer"), may from time to time issue notes (the "Notes") denominated in any currency agreed between the Issuer and the relevant Dealer (as defined below). Notes may be issued in bearer or registered form (respectively "Bearer Notes" and "Registered Notes"). The maximum aggregate nominal amount of all Notes from time to time outstanding under the Program will not exceed U.S.$5,000,000,000 (or its equivalent in other currencies calculated as described in the Program Agreement described herein), subject to increase as described herein. The Notes may be issued on a continuing basis to: (a) one or more of the Dealers specified under "Overview of the Group and the Program" and any additional Dealer appointed under the Program from time to time by the Issuer (each a "Dealer" and together the "Dealers"), which appointment may be for a specific issue or on an ongoing basis, and/or (b) one or more investors purchasing Notes directly from the Issuer. References in this Base Prospectus to the "relevant Dealer" shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Notes. An investment in Notes issued under the Program involves certain risks. For a discussion of these risks see "Risk Factors". The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or any U.S. State securities laws and may not be offered or sold in the United States or to, or for the account or the benefit of, U.S. persons unless an exemption from the registration requirements of the Securities Act is available and in accordance with all applicable securities laws of any state of the United States and any other jurisdiction. See "Form of the Notes" for a description of the manner in which Notes will be issued. The Notes are subject to certain restrictions on transfer, see "Subscription and Sale and Transfer and Selling Restrictions". This Base 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 Base 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 the regulated market of the Irish Stock Exchange (the "Main Securities Market") or on another regulated market for the purposes of Directive 2004/39/EC ("MiFID") and/or that are to be offered to the public in any member state of the European Economic Area (a "Member State"). Application will be made to the Irish Stock Exchange for Notes issued under the Program during the period of 12 months from the date of this Base Prospectus to be admitted to its official list (the "Official List") and trading on the Main Securities Market. References in this Base Prospectus to the Notes being "listed" (and all related references) shall mean that, unless otherwise specified in the applicable Final Terms, the Notes have been admitted to the Official List and trading on the Main Securities Market. Application has been made to the Capital Markets Board of Turkey (the "CMB"), in its capacity as competent authority under Law No. 6362 (the "Capital Markets Law") of the Republic of Turkey ("Turkey") relating to capital markets, for the issuance and sale of Notes by the Bank outside of Turkey. The Notes cannot be sold before the necessary approvals and the approved issuance certificate are obtained from the CMB. The CMB approval relating to the issuance of Notes based upon which any offering of the Notes will be conducted was obtained on March 11, 2014, and the approved tranche issuance certificate is required to be obtained from the CMB before any sale and issuance of the Notes. Under current Turkish tax law, withholding tax may apply to payments of interest on the Notes. See "Taxation – Certain Turkish Tax Considerations". Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other information which is applicable to each Tranche (as defined under "Terms and Conditions of the Notes") of Notes will be set out in a final terms document (the "Final Terms") which, with respect to Notes to be listed on the Irish Stock Exchange, will be filed with the Central Bank of Ireland. Copies of such Final Terms will also be published on the Issuer's website at http://www.isbank.com.tr/EN/about-isbank/investor-relations/publications-and- results/offering-circulars/Pages/offering-circulars.aspx. The Program provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchanges or markets as may be agreed between the Issuer and the relevant Dealer. The Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any market. The Program has been rated "BBB-" (for long-term issuances) and "F3" (for short-term issuances) by Fitch Ratings Ltd. ("Fitch") and Notes issued under the Program are expected to be rated "Baa3" (for long-term issuances) and "P-3" (for short-term issuances) by Moody's Investors Service Limited ("Moody's" and, together with Fitch and Standard & Poor's Credit Market Services Europe Limited ("S&P"), the "Rating Agencies"). The Bank has also been rated by the Rating Agencies, as set out on page 152 of this 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. Notes may either be rated (including by any one or more of the rating agencies referred to above) or unrated. Where a Tranche of Notes is so rated (other than unsolicited ratings), such rating will be disclosed in the applicable Final Terms and will not necessarily be the same as the rating assigned to the Program by Fitch or Moody's, as the case may be. 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. Arrangers J.P. Morgan Standard Chartered Bank Dealers Barclays BofA Merrill Lynch BNP PARIBAS Citigroup Commerzbank Deutsche Bank Goldman Sachs International HSBC J.P. Morgan Mitsubishi UFJ Securities National Bank of Abu Dhabi PJSC Société Générale Corporate & Investment Banking Standard Chartered Bank The Royal Bank of Scotland The date of this Base Prospectus is July 17, 2014. 1 This Base Prospectus comprises a base 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. The Issuer accepts responsibility for the information contained in this Base Prospectus and the Final Terms for each Tranche of Notes issued under the Program. To the best of the knowledge of the Issuer (having taken all reasonable care to ensure that such is the case) the information contained in this Base Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. This Base Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see "Documents Incorporated by Reference"). This Base Prospectus shall be read and construed on the basis that such documents are incorporated in, and form part of, this Base Prospectus. To the fullest extent permitted by law, none of the Dealers accept any responsibility for the information contained or incorporated by reference in this Base Prospectus or any other information provided by the Issuer in connection with the Program or for any statement made, or purported to be made, by a Dealer or on its behalf in connection with the Program. Each Dealer 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. 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 Base Prospectus or any other information supplied in connection with the Program or 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 Dealers. Neither this Base Prospectus nor any other information supplied in connection with the Program or any Notes (i) is intended to provide the basis of any credit or other evaluation or (ii) should be considered as a recommendation by the Issuer or any of the Dealers that any recipient of this Base Prospectus or any other information supplied in connection with the Program or any Notes should purchase any Notes.
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