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Base Prospectus

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Base Prospectus BASE PROSPECTUS AKBANK T.A.Ş. a Turkish banking institution organised as a joint stock company €1,000,000,000 Covered Bond Programme Under this €1,000,000,000 Covered Bond Programme (the Programme), Akbank T.A.Ş., a Turkish banking institution organised as a public joint stock company (the Issuer) may from time to time issue covered bonds (Covered Bonds) issued in accordance with Article 59 of Capital Markets Law No. 6362, published in the Official Gazette dated 30 December 2012 and numbered 28513 (the CML), and Communiqué No. III-59.1 on covered bonds, published on the Official Gazette dated 21 January 2014 and numbered 28889 (as amended by the Communiqué No.III-59.1a published on the Official Gazette dated 5 September 2014 and numbered 29110), (the Communiqué on Covered Bonds and, together with the CML, the Turkish Covered Bond Legislation) denominated in any currency agreed between the Issuer and the relevant Dealer (as defined below). Covered Bonds may be issued in bearer form (Bearer Covered Bonds) or registered form (Registered Covered Bonds). The maximum aggregate nominal amount of all Covered Bonds from time to time outstanding under the Programme will not exceed €1,000,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement described herein) subject to increase as described herein. The payment of all amounts due in respect of the Covered Bonds will constitute direct, unconditional and unsubordinated obligations of the Issuer, secured by the statutory pledge provided by the Turkish Covered Bond Legislation and Covered Bondholders will have recourse to assets forming part of the cover pool (the Cover Pool). The Covered Bonds may be issued on a continuing basis to one or more of the Dealers specified under “Overview of Akbank and the Programme” below 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. References in this Base Prospectus to the relevant Dealer shall, in the case of an issue of Covered Bonds being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Covered Bonds. An investment in Covered Bonds issued under the Programme involves certain risks. For discussion of these risks, see “Risk Factors”. The Covered Bonds 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 to, or for the account or the benefit of, U.S. persons, as defined in Regulation S under the Securities Act (U.S. person) unless an exemption from the registration requirements of the Securities Act is available. See “Form of the Covered Bonds” for a description of the manner in which Covered Bonds will be issued. 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 Covered Bonds 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 (the Markets in Financial Instruments Directive) 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 for Covered Bonds 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 trading on the Main Securities Market. References in this Base Prospectus to the Covered Bonds being listed (and all related references) shall mean that, unless otherwise specified in the applicable Final Terms, the Covered Bonds have been admitted to the Official List and trading on the Main Securities Market. Notice of the aggregate nominal amount of Covered Bonds, interest (if any) payable in respect of Covered Bonds, the issue price of Covered Bonds and certain other information which is applicable to each Tranche (as defined under “Terms and Conditions of the Covered Bonds”) of Covered Bonds will be set forth in a Final Terms document (Final Terms) which, with respect to Covered Bonds to be listed on the Irish Stock Exchange, will be filed with the Central Bank of Ireland. Copies of the Base Prospectus and of Final Terms in relation to Covered Bonds to be listed on the Irish Stock Exchange will also be published on (i) the website of the Irish Stock Exchange (www.ise.ie) and on the Central Bank of Ireland’s website (www.centralbank.ie) or (ii) the Issuer’s website. The Programme provides that Covered Bonds 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 Covered Bonds and/or Covered Bonds not admitted to trading on any market. The Issuer may also issue Covered Bonds within Turkey, with such securities clearing through Takasbank (the Domestic Covered Bonds). Such Domestic Covered Bonds will not be offered pursuant to this Base Prospectus. Application has been made to the Capital Markets Board of Turkey (the CMB) in its capacity as competent authority under the CML of the Republic of Turkey (Turkey) relating to capital markets, for the issuance and sale of the Covered Bonds by the Issuer outside Turkey. No Tranche (as defined in “Terms and Conditions of the Covered Bonds”) of Covered Bonds can be sold before the necessary approval (the CMB Approval) and an approved issuance certificate in respect of such Tranche are obtained from the CMB. The CMB Approval relating to the issuance of Covered Bonds based upon which any offering of the Covered Bonds under this Programme will be conducted was obtained from the CMB on 18 December 2014 and an approved issuance certificate in respect of a Tranche of Covered Bonds will be obtained from the CMB before any sale and issuance of any Covered Bonds under the Programme. Under current Turkish tax law, withholding tax may apply to payments of interest on the Covered Bonds. See “Taxation – Certain Turkish Tax Considerations”. The rating of certain Series of Covered Bonds to be issued under the Programme will be specified in the applicable Final Terms, and will not necessarily be the same as the rating assigned to any prior issued Covered Bonds. Whether or not each credit rating applied for in relation to a relevant Series of Covered Bonds will be issued by a credit rating agency established in the European Union and registered under Regulation (EU) No 1060/2009 (the CRA Regulation) will also be disclosed in the Final Terms. In general, European regulated investors are restricted from using a rating for regulatory purposes if such rating is not issued by a credit rating agency established in the European Union and registered under the CRA Regulation unless the rating is provided by a credit rating agency operating in the European Union before 7 June 2010 which has submitted an application for registration in accordance with the CRA Regulation and such registration is not refused. The Covered Bonds issued under the Programme will have the rating set out in the applicable Final Terms by Moody’s Investors Service Limited or its successor (Moody’s). However, the Issuer may also issue Covered Bonds which are unrated or rated by another rating agency. 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 date of this Base Prospectus is 23 December 2014. Arrangers Barclays HSBC Natixis Dealers Barclays HSBC Natixis Société Générale Corporate & Investment Banking UniCredit Bank This Base Prospectus constitutes a base prospectus for the purposes of the Prospectus Directive. The Issuer accepts responsibility for the information contained in this Base Prospectus and the Final Terms for each Tranche of Covered Bonds 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 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 accepts any responsibility, or makes any representation, warranty or undertaking, express or implied, for 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 for any statement inconsistent with this Base Prospectus made, or purported to be made, by a Dealer or on its behalf in connection with the Programme. 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 statement.
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