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Türkiye Cumhuriyeti Ziraat Bankasi A.Ş

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Türkiye Cumhuriyeti Ziraat Bankasi A.Ş BASE PROSPECTUS TÜRKİYE CUMHURİYETİ ZİRAAT BANKASI A.Ş. US$7,000,000,000 Global Medium Term Note Programme Under this US$7,000,000,000 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 the Republic of Turkey (“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(s) or Noteholder(s) (each as defined herein). Notes may be issued in bearer or registered form (respectively, “Bearer Notes” and “Registered Notes”). 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$7,000,000,000 (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 “Overview of the Bank and the Programme” and any additional Dealer(s) 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 investor(s) purchasing Notes (or beneficial interests therein) directly from the Issuer. References in this Base Prospectus (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 for such Notes. An investment in Notes issued under the Programme involves risks. For a discussion of certain of these risks, see “Risk Factors.” 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”), unless an 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 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. The Notes are subject to certain restrictions on transfer. See “Subscription and Sale 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 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 or superseded) and includes any relevant implementing measure of a relevant Member State of the European Economic Area (each a “Member State”). The Central Bank of Ireland only approves this Base Prospectus as meeting the requirements imposed under Irish and European Union (the “EU”) law pursuant to the Prospectus Directive. Such approval relates only to Notes that are to be admitted to trading on the regulated market (the “Regulated Market”) of the Irish Stock Exchange plc, trading as Euronext Dublin (“Euronext Dublin”) 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 in circumstances that require the publication of a prospectus. Application has been made to 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 the Regulated Market. 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 trading on the Regulated 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 (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 Tranche of Notes may be sold before the necessary approvals are obtained from the CMB. The CMB approved: (a) for up to $4,000,000,000 of senior debt, the issuance certificate (ihraç belgesi) dated 1 February 2019 and numbered 30/BA-148 by its letter dated 1 February 2019 and numbered 29833736-105.02.02-E.1557, and (b) for up to $3,000,000,000 of Tier 2 subordinated debt, the issuance certificate (ihraç belgesi) dated 13 December 2018 and numbered 241/BA-1447 by its letter dated 13 December 2018 and numbered 29833736-105.02.02.02-E.14236 (collectively, the “CMB Approval”) based upon which any offering of the Notes may be conducted and the written approval (in form of a tranche issuance certificate (tertip ihraç belgesi) or in any other 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 might apply to payments of interest on the Notes. See “Taxation—Certain Turkish Tax Considerations.” Notice of the aggregate nominal 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 each Tranche, its “Final Terms”). With respect to Notes to be listed on Euronext Dublin, 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 Euronext Dublin’s website at www.ise.ie. The Programme has been rated “B+” (long-term senior unsecured) and “B” (short-term senior unsecured) by Fitch Ratings Ltd. (“Fitch”) and “B1” (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 158 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 (“ESMA”) on its website (at http://www.esma.europa.eu/supervision/credit-rating-agencies/risk) in accordance with the CRA Regulation. Notes may either be rated (including by one or both of Fitch and Moody’s) or unrated. Where a Tranche of Notes is rated (other than an unsolicited rating), the initial such rating will be disclosed in the applicable Final Terms and (if rated by Fitch and/or Moody’s) will not necessarily be the same as the rating described above. 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 applicable Final Terms. As at the date of this Base Prospectus, the administrator of LIBOR is, and the administrators of EURIBOR, TRYIBOR, ROBOR, PRIBOR, HIBOR, SIBOR, NIBOR, WIBOR, CNH HIBOR, KLIBOR and TIBOR are not, included in ESMA’s register of administrators and benchmarks (the “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 of such rates are not currently required to obtain authorisation/registration (or, if located outside the European Union, recognition, endorsement or equivalence). The applicable Final Terms in respect of any Tranche of Floating Rate Notes will specify whether or not, at the time of the issue of such Tranche, the applicable administrator and benchmark appear on the Register of Administrators. Arranger Citigroup Dealers BNP PARIBAS Citigroup Commerzbank Deutsche Bank Emirates NBD Capital Goldman Sachs International J.P. Morgan Mizuho Securities Société Générale Corporate & Investment Banking Standard Chartered Bank The date of this Base Prospectus is 20 March 2019. This Base Prospectus constitutes a base prospectus for: (a) the purposes of the Prospectus Directive and (b) the purpose of giving information with regard to the Bank and the Notes that, according to the particular nature of the Bank and the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Bank and of the rights attaching to the Notes.
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