Türkiye Cumhuriyeti Ziraat Bankasi A.Ş
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BASE PROSPECTUS TÜRKİYE CUMHURİYETİ ZİRAAT BANKASI A.Ş. U.S.$4,000,000,000 Global Medium Term Note Programme Under this U.S.$4,000,000,000 Global Medium Term Note Programme (the "Programme"), Türkiye Cumhuriyeti Ziraat Bankası A.Ş., a banking institution organised as a joint stock company under the laws of Turkey and registered with the Ankara Trade Registry under number 1148 (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 Programme will not exceed U.S.$4,000,000,000 (or its equivalent in other currencies calculated as described in the Programme 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 Bank and the Programme" and any additional Dealer appointed under the Programme 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 ("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 Programme involves certain risks. For a discussion of these risks see "Risk Factors". The Notes have not been and will not be registered under the United States 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, as defined in Regulation S under the Securities Act, unless an exemption from the registration requirements of the Securities Act is available. See "Form of the Notes" for a description of the manner in which Notes will be issued. This Base Prospectus has been approved by the Central Bank of Ireland as competent authority under the Prospectus Directive. For the purposes of this Base Prospectus, the "Prospectus Directive" means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU) and includes any relevant implementing measure of a relevant Member State of the European Economic Area. 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 plc (the "Main Securities Market") or on another regulated market for the purposes of Directive 2014/65/EU (as amended, "MiFID II") and/or that are to be offered to the public in any member state of the European Economic Area in circumstances that require the publication of a prospectus. Application has been made to the Irish Stock Exchange (the "Irish Stock Exchange") for Notes issued under the Programme during the period of 12 months from the date of this Base Prospectus to be admitted to the official list of the Irish Stock Exchange (the "Official List") and to 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. The Programme 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. 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. No Tranche of Notes can be sold before the necessary approvals and an approved issuance certificate (ihraç belgesi) have been obtained from the CMB. The CMB approved the issuance certificate (ihraç belgesi) dated 1 February 2018 and numbered 11/BA-142 by its letter dated 1 February 2018 and numbered 29833736-105.02.02-E.1178 (the "CMB Approval") based upon which any offering of the Notes will be conducted and the written approval (to the extent (and in the form) required by applicable law) of the CMB will be obtained from the CMB before each 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 Central Bank of Ireland's website at www.centralbank.ie and on the Irish Stock Exchange's website at www.ise.ie. The Programme has been rated BB+ (long-term senior unsecured) and B (short-term senior unsecured) by Fitch Ratings Ltd. ("Fitch") and Ba2 (senior unsecured) and NP (short-term) by Moody's Investors Service Ltd. ("Moody's" and, together with Fitch, the "Rating Agencies"). The Bank has also been rated by Fitch and Moody's, as set out on page 151 of this Base Prospectus. Each of the Rating Agencies is established in the European Union 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 issued under the Programme may be rated by either Fitch or Moody's or unrated. Where a Tranche of Notes is so rated, such rating will be disclosed in the applicable Final Terms and will not necessarily be the same as the rating assigned to the Programme 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. Amounts payable on Floating Rate Notes may be calculated by reference to one of LIBOR, EURIBOR, TRYIBOR, ROBOR, PRIBOR, HIBOR, SIBOR, NIBOR, WIBOR, CNH HIBOR, KLIBOR or TIBOR, as specified in the relevant Final Terms. As at the date of this Base Prospectus, the administrators of each such rate are not included in ESMA's register of administrators under Article 36 of Regulation (EU) No. 2016/1011 (the "Benchmarks Regulation"). As far as the Issuer is aware, the transitional provisions in Article 51 of the Benchmarks Regulation apply, such that the administrators are not currently required to obtain authorisation/registration (or, if located outside the European Union, recognition, endorsement or equivalence). Arranger Citigroup Dealers BNP PARIBAS Citigroup Commerzbank Deutsche Bank Emirates NBD Capital Goldman Sachs International J.P. Morgan Mizuho Securities 1 Société Générale Corporate & Investment Banking Standard Chartered Bank The date of this Base Prospectus is 14 March 2018. 2 This Base Prospectus comprises a base prospectus for the purposes of the Prospectus Directive. The Issuer accepts responsibility for the information contained in this Base Prospectus and the applicable Final Terms for each Tranche of Notes issued under the Programme. 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 in it 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. Neither the Dealers nor any of their respective affiliates have authorised the whole or any part of this Base Prospectus and, to the fullest extent permitted by law, none of the Dealers or their respective affiliates accepts any responsibility for (i) the information contained or incorporated by reference in this Base Prospectus or any other information provided by the Issuer in connection with the Programme or an issue of Notes, (ii) any statement consistent with this Base Prospectus made, or purported to be made, by a Dealer or on its behalf in connection with the Programme or an issue of Notes or (iii) any acts or omissions of the Issuer or any other person (other than in respect of itself) in connection with the Programme or an issue of Notes.