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Base Prospectus BASE PROSPECTUS QNB FİNANSBANK A.Ș. US$5,000,000,000 Global Medium Term Note Programme Under this Global Medium Term Note Programme (the “Programme”), QNB Finansbank A.Ș., a banking institution organised as a joint stock company under the laws of the Republic of Turkey (“Turkey”) registered with the İstanbul Trade Registry under number 237525 (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(s) (as defined below) or investor(s). Notes may be issued in either bearer or registered form (respectively, “Bearer Notes” and “Registered Notes”); provided that the Notes may be offered and sold in the United States only in registered form except in certain transactions permitted by U.S. tax regulations. As of the time of each issuance of Notes, the maximum aggregate nominal amount of all Notes outstanding under the Programme will not exceed US$5,000,000,000 (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 from time to time to: (a) one or more of the Dealers specified under “General Description of the Programme - The Programme” and any additional Dealer(s) appointed under the Programme from time to time by the Issuer (each a “Dealer”), which appointment may be for a specific issue or on an ongoing basis, and/or (b) one or more investor(s) purchasing Notes (or beneficial interests therein) directly from the Issuer. INVESTING IN THE NOTES INVOLVES RISKS. PROSPECTIVE INVESTORS SHOULD CONSIDER THE FACTORS SET FORTH UNDER “RISK FACTORS” FOR A DISCUSSION OF CERTAIN OF THESE RISKS. The Notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), of the United States of America (the “United States” or “U.S.”) or any other U.S. federal or state securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, a U.S. person (“U.S. person”) as defined in Regulation S under the Securities Act (“Regulation S”) except to “qualified institutional buyers” (“QIBs”) within the meaning of Rule 144A under the Securities Act (“Rule 144A”) in a transaction satisfying the conditions of Rule 144A or unless another exemption from the registration requirements of the Securities Act is available and in accordance with all applicable securities laws of the United States and each applicable state or other jurisdiction of the United States. See “Form of the Notes” for a description of the manner in which Notes will be issued. For a description of certain restrictions on the sale and transfer of investments in the Notes, see “Transfer and Selling Restrictions.” Where the “United States” is referenced herein with respect to Regulation S, such shall have the meaning provided thereto in Rule 902 of Regulation S. This base prospectus (this “Base Prospectus”) has been approved by the Central Bank of Ireland as competent authority under Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (as amended, the “Prospectus Regulation”). The Central Bank of Ireland only approves this Base Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation and such approval should not be considered as an endorsement of the Issuer or the quality of the Notes that are the subject of this Base Prospectus and investors should make their own assessment as to the suitability of investing in the Notes. Such approval relates only to Notes that are to be admitted to trading on a 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 (a “Member State”) of the European Economic Area (the “EEA”) in circumstances falling within Article 1(4) of the Prospectus Regulation. Application has been made to the Irish Stock Exchange plc trading as Euronext Dublin (“Euronext Dublin”) for Notes issued under the Programme during the period of 12 months from the date of this Base Prospectus to be admitted to its official list (the “Official List”) and to trading on its regulated market (the “Regulated Market”). The Regulated Market is a regulated market for the purposes of MiFID II. This Base Prospectus (as supplemented from time to time, if applicable) is valid until 30 April 2021 in relation to Notes that are to be admitted to trading on a regulated market in the EEA. The obligation to supplement this Base Prospectus in the event of a significant new factor, material mistake or material inaccuracy does not apply when this Base Prospectus is no longer valid. References in this Base Prospectus to any Notes being “listed” (and all related references) shall mean that, unless otherwise specified in the applicable Final Terms, such Notes have been admitted to the Official List and have been admitted to trading on the Regulated Market. 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 its approval of the issuance and sale of Notes by the Bank outside of Turkey. No Notes may be sold before the necessary approvals are obtained from the CMB. The CMB approval based upon which any offering of the Notes may be conducted was obtained on 17 May 2019 and, to the extent (and in the form) required by applicable law, a written approval of the CMB in relation to each Tranche (as defined herein) of Notes will be required to be obtained on or before the issue date (an “Issue Date”) of such Tranche of Notes. Unless the Bank obtains the necessary new approvals from the CMB, the aggregate debt instrument amount issued under such approval (whether issued under the Programme or otherwise) cannot exceed US$4,568,180,000 (or its equivalent in other currencies). Under current Turkish tax law, withholding tax might apply to payments of interest on the Notes. See “Taxation - Certain Turkish Tax Considerations.” Notice of the aggregate principal amount of a Tranche of Notes, interest (if any) payable in respect of such Notes, the issue price of such Notes and certain other information that is applicable to such Notes will be set out in a final terms document (for a Tranche, its “Final Terms”). With respect to Notes to be listed on Euronext Dublin or any other regulated market in the EEA, the applicable Final Terms will be filed with the Central Bank of Ireland and Euronext Dublin or such other market, as applicable. Copies of such Final Terms will also be published on the Issuer’s website at https://www.qnbfinansbank.com/en/investor-relations/financial-information. The Programme provides that Notes may be listed and/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(s) or (in the case of Notes purchased directly from the Issuer by one or more investor(s)) the relevant investor(s) (as set out in the applicable Final Terms). The Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any market. The Programme has been rated “B+” (for long-term issuances) and “B” (for short-term issuances) by Fitch Ratings Limited (“Fitch”) and “B1” (for long-term issuances) and “Not Prime” (for short-term issuances) by Moody’s Investors Service Ltd. (“Moody’s” and, with Fitch, the “Rating Agencies”). The Bank has also been rated by the Rating Agencies as set out on page 76 of this Base Prospectus. Each of the Rating Agencies is established in the United Kingdom 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 (“ESMA”) on its website (at https://www.esma.europa.eu/supervision/credit-rating-agencies/risk) in accordance with the CRA Regulation. Series of Notes may either be rated by any rating agency (including by any one or more of the Rating Agencies) or unrated. Where a Tranche of Notes is rated (other than unsolicited ratings), the initial such rating(s) will be disclosed in the Final Terms for such Tranche and will not necessarily be the same as the rating assigned by the applicable rating agency to the Notes of other Series or (if rated by Fitch and/or Moody’s) the rating described above. A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating agency. Arranger Standard Chartered Bank Dealers BofA Securities Citigroup Commerzbank Deutsche Bank ING J.P. Morgan Mizuho Securities Morgan Stanley MUFG QNB Capital Société Générale Standard Chartered Bank Corporate & Investment Banking The date of this Base Prospectus is 30 April 2020. This Base Prospectus constitutes a base prospectus for the purposes of Article 8 of the Prospectus Regulation. 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. RESPONSIBILITY STATEMENT The Issuer accepts responsibility for the information contained in this Base Prospectus and, for each Tranche of Notes, the applicable Final Terms. To the best of the knowledge of the Issuer, the information contained in this Base Prospectus (including the information incorporated herein by reference) is in accordance with the facts and this Base Prospectus makes no omission likely to affect the import of such information.
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