TÜRKİYE VAKIFLAR BANKASI T.A.O. US$3,000,000,000 Global Medium Term Note Program

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1 BASE PROSPECTUS TÜRKİYE VAKIFLAR BANKASI T.A.O. US$3,000,000,000 Global Medium Term Note Program Türkiye Vakıflar Bankası T.A.O., a Turkish banking institution organized as a public joint stock company registered with the Istanbul Trade Registry under number (the Bank or Issuer ), has established this US$3,000,000,000 Global Medium Term Note Program (the Program ), under which it 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). Notes may be issued in bearer or registered form (respectively, Bearer Notes and Registered Notes ); provided that Notes may be offered or sold within the United States only in registered form. As of the time of each issuance of Notes under the Program, the maximum aggregate nominal amount of all Notes outstanding under the Program will not exceed US$3,000,000,000 (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 one or more of the Dealers specified under Overview - The Program and any additional Dealer appointed under the Program from time to time by the Issuer (each a Dealer ), which appointment may be for a specific issue or on an ongoing basis. INVESTING IN THE NOTES INVOLVES RISKS. PROSPECTIVE INVESTORS SHOULD CONSIDER THE FACTORS SET FORTH UNDER RISK FACTORS BEGINNING ON PAGE 10 OF THIS BASE PROSPECTUS. The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the Securities Act ), or the securities or blue sky laws of any state of the United States of America ( United States or US ), the United Kingdom or any other jurisdiction. The Notes may not be offered or sold in the United States or to, or for the account or the benefit of, a U.S. person (as defined in Regulation S under the Securities Act) ( U.S. Person ) 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 each case in accordance with all applicable securities laws of any state of the United States and any other jurisdiction. See Summary Information Relating to Notes in Global and Definitive Form for a description of the manner in which Notes will be issued. Registered Notes are subject to certain restrictions on transfer (see Subscription and Sale and Transfer and Selling Restrictions ). This base prospectus (this Base Prospectus ) has been approved by the Central Bank of Ireland, as competent authority under Directive 2003/71/EC (the Prospectus Directive ) as amended (which includes the amendments made by Directive 2010/73/EU to the extent that such amendments have been implemented in 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 EU law pursuant to the Prospectus Directive. Application will be made to the Irish Stock Exchange for certain Notes issued under the Program within 12 months of the date of this Base Prospectus to be admitted to the Official List (the Official List ) and trading on its regulated market (the Main Securities Market ). Such approval relates only to the Notes that are to be admitted to trading on a regulated market for the purposes of Directive 2004/39/EC and/or that are to be offered to the public in any member state of the European Economic Area. Except to the extent stated otherwise in the applicable Final Terms, references in this Base Prospectus to the Notes being listed (and all related references) shall mean that the Notes have been admitted to the Official List and have been admitted to trading on the Main Securities Market. The Main Securities Market is a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments. Application has been made to the Capital Markets Board of Turkey (the CMB ), in its capacity as competent authority under Law No (the Capital Markets Law ) of the Republic of Turkey ( Turkey ) relating to capital markets, for the issuance and sale of the Notes by the Bank to real persons and legal entities: (a) domiciled in or outside of Turkey for Turkish Lira issuances or (b) domiciled outside of Turkey for issuances other than in Turkish Lira. The Notes cannot be sold in or outside of Turkey before the necessary approvals and the approved issuance certificate are obtained from the CMB. The CMB approval relating to the issuance based upon which the offering of the Notes will be conducted was obtained on March 28, 2013, and the approved issuance certificate is expected to be obtained from the CMB before each issuance of Notes. Under current Turkish tax law, a Turkish withholding tax may apply to interest on Notes issued under the Program. 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 Tranche will be set out in a final terms document (the Final Terms ). With respect to each Series of Notes to be listed on the Irish Stock Exchange or any other European Economic Area regulated market, the applicable Final Terms will be delivered to the Irish Stock Exchange (and, to the extent so required, such other stock exchange). Copies of Final Terms in relation to a Tranche of Notes to be listed on the Irish Stock Exchange will also be published on the website of the Irish Stock Exchange through a regulatory information service. As used herein, Tranche means Notes the Conditions and terms and conditions of which are identical in all respects, as described more particularly in Terms and Conditions of the Notes. 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- by Fitch Ratings Limited ( Fitch ) and Baa2 by Moody s Investors Service Limited ( Moody s and, together with Fitch, the Rating Agencies ). The Rating Agencies have also issued ratings in respect of the Bank, as set out on page 106 of this Base Prospectus. Certain other ratings issued by Standard & Poor s Credit Market Services Europe Limited ( Standard & Poor s ) are also disclosed in this Base Prospectus and, for the purposes of this paragraph, Standard & Poor s is also a Rating Agency. As of the date of this Base Prospectus, each of the Rating Agencies is established in the European Union and is registered under Regulation (EU) No 1060/2009 (as amended) (the CRA Regulation ). Notes issued under the Program may be rated (including by any one or more of the rating agencies referred to above) or unrated. Where a Tranche of Notes is rated, such rating will be disclosed in the Final Terms and will not necessarily be the same as the rating assigned to the Program by the relevant rating agency. 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 organization. Arranger BofA Merrill Lynch Dealers BofA Merrill Lynch BNP PARIBAS Citigroup Commerzbank Deutsche Bank The date of this Base Prospectus is April 3, 2013

2 This Base Prospectus constitutes a base prospectus for: (a) the purpose of Article 5.4 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. This document does not constitute a prospectus for purposes of Section 12(a)(2) of, or any other provision of or rule under, the Securities Act. This Base Prospectus is to be read in conjunction with the Group s financial statements that form part of and are included herein. In addition, this Base Prospectus is to be read in conjunction with any supplement to this Base Prospectus (including any documents incorporated by reference into any such supplement) published after the date hereof in accordance with Article 16 of the Prospectus Directive. This Base Prospectus shall be read and construed on the basis that such documents and any such supplements are incorporated in, and form part of, this Base Prospectus. Copies of Final Terms will be available from the registered office of the Bank and the specified office set out below of each of the Paying Agents (as defined below). The Bank, having made all reasonable enquiries, confirms that: (a) this Base Prospectus contains all information that in its view is material in the context of the issuance and offering of the Notes (or beneficial interests therein), (b) the information contained in this Base Prospectus is true and accurate in all material respects and is not misleading, (c) any opinions, predictions or intentions expressed in this Base Prospectus on the part of the Bank are honestly held or made by the Bank and are not misleading in any material respects, and there are no other facts the omission of which would make this Base Prospectus or any of such information or the expression of any such opinions, predictions or intentions misleading in any material respect, and (d) all reasonable enquiries have been made by the Bank to ascertain such facts and to confirm the accuracy of all such information and statements. This Base Prospectus does not constitute an offer of, or an invitation by or on behalf of the Bank, the Arranger or the Dealers to subscribe for or purchase any Notes (or beneficial interests therein). This Base Prospectus is intended only to provide information to assist potential investors in deciding whether or not to subscribe for or purchase Notes (or beneficial interests therein) in accordance with the terms and conditions specified by the Bank and the applicable Dealer(s). The Notes (and beneficial interests therein) may not be offered or sold, directly or indirectly, and this Base Prospectus may not be circulated, in any jurisdiction except in accordance with legal requirements applicable to such jurisdiction. The distribution of this Base Prospectus and the offer or sale of Notes (or beneficial interests therein) in certain jurisdictions may be restricted by law. Persons into whose possession this Base Prospectus may come are required by the Bank, the Arranger and the Dealers to inform themselves about and to observe any such restrictions. For a description of certain restrictions on offers, sales and deliveries of the Notes (and beneficial interests therein) and on the distribution of this Base Prospectus and other offering material relating to the Notes, see Subscription and Sale and Transfer and Selling Restrictions. No person has been authorized in connection with the offering of the Notes (or beneficial interests therein) to give any information or make any representation regarding the Bank, the Arranger, the Dealers or the Notes other than as contained in this Base Prospectus. Any such representation or information must not be relied upon as having been authorized by the Bank, the Arranger or the Dealers. The delivery of this Base Prospectus at any time does not imply that there has been no change in the Bank s affairs or that the information contained in it is correct as of any time subsequent to its date. This Base Prospectus may only be used for the purpose for which it has been published. To the fullest extent permitted by law, none of the Dealers or the Arranger accept any responsibility for the contents hereof or any information incorporated by reference into this Base Prospectus or for any other statement that is consistent with the contents hereof made, or purported to be made, by an Arranger or a Dealer or on its behalf in connection with the Issuer or the issue and offering of the Notes (or beneficial interests therein). Each Arranger and Dealer accordingly disclaims all and any liability whether arising in tort, contract or otherwise (except as referred to above) that it might otherwise have in respect hereof. Neither this Base Prospectus nor any other financial statements are intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by any of the Issuer, the Arranger or the Dealers that any recipient of this Base Prospectus or any other financial statements should invest in the Notes. Each potential investor in i

3 the Notes should determine for itself the relevance of the information contained herein and its investment in the Notes should be based upon such investigation as it deems necessary. None of the Dealers or the Arranger undertakes to review the financial condition or affairs of the Issuer during the life of the arrangements contemplated by this Base Prospectus nor to advise any investor or potential investor in the Notes of any information coming to the attention of any of the Dealers or the Arranger. Neither this Base Prospectus nor any other information supplied in connection with the Program or any Notes: (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a recommendation by the Issuer, the Arranger 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 invest in the Notes. Each investor contemplating investing in the Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer and its own determination of the suitability of any such investment in light of its own circumstances, with particular reference to its own investment objectives and experience, and any other factors that may be relevant to it in connection with such investment. Neither this Base Prospectus nor any other information supplied in connection with the Program or the issue of any Notes constitutes an offer or invitation by or on behalf of the Issuer, the Arranger or any of the Dealers to any person to subscribe for or to purchase any Notes (or beneficial interests therein). The Notes may not be suitable investments for all investors. Each potential investor in the Notes must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should: have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and risks of investing in the Notes and the information contained in this Base Prospectus or any supplement hereto or incorporated by reference into any applicable such supplement, have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Notes and the impact such investment will have on its overall investment portfolio, have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes, including where the currency for principal and interest payments is different from the potential investor s currency, understand thoroughly the terms of the applicable Notes and be familiar with the behavior of financial markets in which they participate, and be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks. None of the Bank, the Arranger, the Dealers or any of their respective representatives is making any representation to any offeree or purchaser of Notes (or beneficial interests therein) issued under the Program regarding the legality of any investment by any such offeree or purchaser under applicable legal investment or similar laws. Each potential investor should consult its legal advisers to determine whether and to what extent: (a) the Notes are legal investments for it, (b) its interest in the Notes can be used as collateral for various types of borrowing and (c) other restrictions apply to its purchase or pledge of any Notes (or beneficial interests therein). Financial institutions should consult their legal advisors or the appropriate regulators to determine the appropriate treatment of the investment in the Notes under any applicable risk-based capital or similar rules. GENERAL INFORMATION In this Base Prospectus, Bank means Türkiye Vakıflar Bankası T.A.O. on a stand-alone basis and Group means the Bank and its subsidiaries (and, with respect to accounting information, other consolidated entities). As used herein, Series means a Tranche of Notes together with any other Tranche(s) of Notes: (a) that are to be consolidated and form a single series and (b) the terms and conditions of which are identical in all respects except, in certain cases, for the issue date ( Issue Date ), (unless such Series is a Series of Zero Coupon Notes) Interest Commencement Date and Issue Price, each as specified in the applicable Final Terms. ii

4 This Base Prospectus is being submitted on a confidential basis in the United States to a limited number of QIBs under Rule 144A and accredited investors (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) that are institutions ( Institutional Accredited Investors ) for informational use solely in connection with the consideration of the investment in certain Notes issued under the Program. The use of this Base Prospectus for any other purpose in the United States is not authorized. This Base Prospectus may not be copied or reproduced in whole or in part, nor may it be distributed or any of its contents disclosed to anyone other than the prospective investors to whom it is originally submitted. Bearer Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United States or its possessions or to United States persons, except in certain transactions permitted by U.S. tax regulations. Terms used in this paragraph have the meanings given to them by the United States Internal Revenue Code of 1986, as amended (the Code ), and the regulations promulgated thereunder. The Notes have not been and will not be registered under the Securities Act or under the securities or blue sky laws of any state of the United States or any other US jurisdiction. Each investor, by purchasing a Note (or a beneficial interest therein), agrees (or will be deemed to agree) that the Notes (or beneficial interests therein) may be reoffered, resold, pledged or otherwise transferred only upon registration under the Securities Act or pursuant to the exemptions from the registration requirements thereof described under Subscription and Sale and Transfer and Selling Restrictions. Each investor also will be deemed to have made certain representations and agreements as described therein. Any resale or other transfer, or attempted resale or other attempted transfer, of the Notes (or a beneficial interest therein) that is not made in accordance with the transfer restrictions may subject the transferor and/or transferee to certain liabilities under applicable securities laws. Furthermore, purchasers of IAI Registered Notes (or beneficial interests therein) from the Bank will be required to execute and deliver an investment letter substantially in the form set out in the Agency Agreement (an IAI Investment Letter ). Notes may be offered or sold within the United States only in registered form and only to QIBs or to Institutional Accredited Investors, in either case in transactions exempt from registration under the Securities Act in reliance upon Rule 144A, Regulation D under the Securities Act or any other applicable exemption. Each U.S. purchaser of Registered Notes (or beneficial interests therein) is hereby notified that the offer and sale of any Registered Notes (or beneficial interests therein) to it may be being made in reliance upon the exemption from the registration requirements of Section 5 of the Securities Act provided by Rule 144A and/or Section 4(a)(2) of the Securities Act. The Issuer has obtained the CMB approval (dated March 28, 2013 No ) (the CMB Approval ) and the Banking Regulatory and Supervisory Agency (the BRSA ) approval (dated February 25, 2013 No ) (together with the CMB Approval, the Program Approvals ) required for the issuance of Notes under the Program. Pursuant to the Program Approvals, the offer, sale and issue of Notes under the Program has been authorized and approved in accordance with Decree 32 on the Protection of the Value of the Turkish Currency (as amended from time to time, Decree 32 ), the Banking Law numbered 5411 and its related legislation, the Capital Markets Law numbered 6362 and Communiqué Serial II, No. 22 on the Principles on the Registration and Sale of Debt Instruments (the Communiqué ). In addition, Notes (or beneficial interests therein) may only be offered or sold outside of Turkey in accordance with the Program Approvals. Under the CMB Approval, the CMB has authorized the offering, sale and issue of any Notes on the condition that no transaction that qualifies as a sale or offering of Notes (or beneficial interests therein) by way of public offering or private placement in Turkey may be engaged in. Notwithstanding the foregoing, pursuant to the BRSA decision dated May 6, 2010 No and in accordance with Decree 32, residents of Turkey: (a) may purchase or sell Notes denominated in a currency other than Turkish Lira (or beneficial interests therein) offshore on an unsolicited (reverse inquiry) basis in the secondary markets only and (b) may purchase or sell Notes denominated in Turkish Lira (or beneficial interests therein) offshore on an unsolicited (reverse inquiry) basis both in the primary and secondary markets. Further, pursuant to Article 15(d)(ii) of Decree 32, Turkish residents may purchase or sell Notes (or beneficial interests therein) offshore on an unsolicited (reverse inquiry) basis; provided that such purchase or sale is made through banks or licensed brokerage institutions authorized pursuant to the CMB regulations and the purchase price is transferred through banks. As such, Turkish residents should use banks or licensed brokerage institutions while purchasing the Notes (or beneficial interests therein) and transfer the purchase price through banks. An issuance certificate in respect of each Tranche of Notes shall be prepared by, and the CMB approval thereof shall be obtained by, the Issuer prior to the issue date of each such Tranche of Notes. Monies paid for purchases of Notes are not protected by the insurance coverage provided by the SDIF. In connection with the issue of any Tranche of Notes, one or more relevant Dealer(s) (the Stabilizing Manager(s) ) (or persons acting on behalf of any Stabilizing Manager(s)) may over-allot such Notes or effect transactions with a view to iii

5 supporting the market price of such Notes at a level higher than that which might otherwise prevail; however, there is no assurance that the Stabilizing Manager(s) (or persons acting on behalf of any Stabilizing Manager) will undertake any stabilization action. Any stabilization action may begin on or after the date on which adequate public disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the relevant Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche of Notes. Any stabilization action or over-allotment must be conducted by the relevant Stabilizing Manager(s) (or persons acting on behalf of any Stabilizing Manager(s)) in accordance with all applicable laws and rules. Notwithstanding anything herein to the contrary, the Bank may not (whether through over-allotment or otherwise) issue more Notes than have been authorized by the CMB. Other than the approval by the CMB and the Central Bank of Ireland s approval under the Prospectus Directive, the Notes have not been approved or disapproved by the US Securities and Exchange Commission (the SEC ), any state securities commission or any other US, Turkish, Irish or other regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Notes or the accuracy or adequacy of this Base Prospectus. Any representation to the contrary may be a criminal offense. The distribution of this Base Prospectus and the offering of the Notes (and beneficial interests therein) in certain jurisdictions may be restricted by law. Persons that come into possession of this Base Prospectus are required by the Bank, the Arranger and the Dealers to inform themselves about and to observe any such restrictions. This Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy the Notes (or any beneficial interest therein) in any jurisdiction to the extent that such offer or solicitation is unlawful. In particular, there are restrictions on the distribution of this Base Prospectus and the offer and sale of the Notes (and beneficial interests therein) in the United States, Turkey, the United Kingdom and numerous other jurisdictions. Reference is made to the Index of Terms for the location of the definitions of certain terms defined herein. In this Base Prospectus, all average balance sheet amounts are derived from the average of the opening and closing balances for the applicable period except to the extent specifically set forth herein. RESPONSIBILITY STATEMENT The Bank 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 and belief of the Bank (which has 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 contains no omission likely to affect the import of such information. All of the information contained in this Base Prospectus concerning the Turkish market and the Bank s competitors has been obtained (and extracted without material adjustment) from publicly available information. Where third-party information has been used in this Base Prospectus, the source of such information has been identified. As far as the Bank is aware and able to ascertain from the information published by such third-party sources, this information has been accurately reproduced and no facts have been omitted that would render the reproduction of this information inaccurate or misleading. Without prejudice to the generality of the foregoing statement, third-party information in this Base Prospectus, while believed to be reliable, has not been independently verified by the Bank or any other party. The language of this Base Prospectus is English. Certain legislative references and technical terms have been cited in their original language in order that the correct technical meaning may be ascribed to them under applicable law. In particular, but without limitation, the titles of Turkish legislation and the names of Turkish institutions referenced herein have been translated from Turkish into English. The translation of these titles and names are direct and accurate. All data relating to the Turkish banking sector in this Base Prospectus have been obtained from the BRSA s website at the Banks Association of Turkey s website at or the website of the Interbank Card Center (Bankalararasi Kart Merkezi), and all data relating to the Turkish economy, including statistical data, have been obtained from the website of the Turkish Statistical Institute (Türkiye İstatistik Kurumu) ( TurkStat ) at the website of the Central Bank of Turkey (Türkiye Cumhuriyeti Merkez Bankası) (the Central Bank ) at iv

6 the Turkish Treasury s website at or the European Banking Federation s website at Data have been downloaded/observed on various days between the months of January 2013 and March Such data have been extracted from such websites without material adjustment, but may not appear in the exact same form on such websites or elsewhere. Such websites do not, and should not be deemed to constitute a part of, or be incorporated into, this Base Prospectus. In the case of the presented statistical information, similar statistics may be obtainable from other sources, although the underlying assumptions and methodology, and consequently the resulting data, may vary from source to source. Where information has been sourced from a third party, such publications generally state that the information they contain has been obtained from sources believed to be reliable but that the accuracy and completeness of such information is not guaranteed. Information regarding the Bank s shareholders (including ownership levels and agreements) in the Overview - The Group, The Group and its Business and Ownership sections has been based upon public filings and announcements by such shareholders. NOTICE TO NEW HAMPSHIRE RESIDENTS NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES ANNOTATED (THE RSA ) WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE NEW HAMPSHIRE SECRETARY OF STATE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE NEW HAMPSHIRE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH. FORWARD-LOOKING STATEMENTS This Base Prospectus contains statements that may be considered to be forward-looking statements as that term is defined in the US Private Securities Litigation Reform Act of 1995 relating to the Group s financial position, business strategy, plans and objectives of management for future operations (including development plans and objectives relating to the Group s businesses). When used in this Base Prospectus, the words anticipates, estimates, expects, believes, intends, plans, aims, may, will, should and any similar expression generally identify forward-looking statements. Forward-looking statements appear in a number of places throughout this Base Prospectus, including (without limitation) under Risk Factors, Use of Proceeds, Management s Discussion and Analysis of Financial Condition and Results of Operations and The Group and its Business and include, but are not limited to, statements regarding: strategy and objectives, trends affecting the Group s results of operations and financial condition, asset portfolios, loan loss reserves, capital spending, legal proceedings, and the Group s potential exposure to market risk and other risk factors. v

7 Forward-looking statements involve risks, uncertainties and assumptions. Actual results may differ materially from those expressed in these forward-looking statements. The Bank has identified the material risks inherent in these forward-looking statements and these are set out under Risk Factors. Risks inherent in these forward-looking statements include, but are not limited to, those in relation to: the interests of the Bank s controlling shareholders, counterparty credit risk, any growth in the Group s loan portfolio and industry and borrower concentrations therein, changes in market interest rates and exchange rates, liquidity and deposit concentration risks, access to capital, operational risks, the policies of the Turkish government, the Group s ability to retain key members of staff, the Group s risk management activities, competition in the Turkish banking sector, changes to Turkish law and regulations, including changes to capital adequacy requirements, and the Turkish economy. Should one or more of these factors or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected or intended. Accordingly, potential investors should not base their investment decisions on any forward-looking statements, which are (by their very nature) not certain to occur. Such statements should be considered by potential investors only in the context of a review of the information contained in this Base Prospectus in its entirety, including specific consideration of the factors identified in this Base Prospectus that could cause the Bank s actual results to differ. There may be other risks, including some risks of which the Bank is unaware, that could adversely affect the Group s results or the accuracy of forward-looking statements in this Base Prospectus. Therefore, potential investors should not consider the factors discussed under Risk Factors to be a complete set of all potential risks or uncertainties of investing in the Notes. Except as required to comply with its regulatory obligations (including, without limitation, the provisions of the Disclosure and Transparency rules, Listing Rules or Prospectus Rules published by the United Kingdom Financial Services Authority that are applicable to the Bank), the Bank does not have any intention or obligation to update forward-looking statements to reflect new information or future events or risks that may cause the forward-looking events discussed in this Base Prospectus not to occur or to occur in a manner different from what the Bank currently expects. PRESENTATION OF FINANCIAL INFORMATION Though the Group is not required by Turkish law to prepare financial statements in accordance with International Financial Reporting Standards, including International Accounting Standards ( IAS ) as promulgated by the International Accounting Standards Board ( IASB ) (collectively, IFRS ) and interpretations issued by the Interpretations Committee of IASB, as international investors are generally unfamiliar with the Standards Accounting Practice Regulations as promulgated by the BRSA and also the generally accepted accounting principles under the Turkish Commercial Code and Turkish tax vi

8 legislation (collectively, Turkish GAAP ), the Group publishes annual and semi-annual financial statements in Turkish Lira that have been prepared and presented in accordance with IFRS (the IFRS Financial Statements ). The IFRS Financial Statements included (or incorporated by reference) herein for the years ended December 31, 2010, 2011 and 2012 were audited by KPMG Akis Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (the Turkish member firm of KPMG International, a Swiss cooperative) ( KPMG ). While the Group voluntarily prepares its IFRS Financial Statements, the Bank and its Turkish subsidiaries are required to maintain their books of account and prepare statutory financial statements in accordance with Turkish GAAP and to prepare regulatory financial statements in accordance with the requirements of the BRSA (the BRSA Financial Statements ). The BRSA Financial Statements are filed with the İstanbul Stock Exchange (the ISE ) and are used for determinations of the Bank s and the Group s compliance with Turkish regulatory requirements established by the BRSA, including for the calculation of capital adequacy ratios. The Bank s foreign subsidiaries maintain their books of account and prepare their financial statements in accordance with the generally accepted accounting principles and the related rules applicable in the countries in which they operate. The Bank s BRSA Financial Statements are prepared pursuant to BRSA principles (the BRSA Principles )) both on an unconsolidated and consolidated basis. The consolidated and unconsolidated BRSA Financial Statements incorporated by reference in this Base Prospectus for the years ended December 31, 2010, 2011 and 2012 were audited by KPMG. The BRSA Financial Statements incorporated by reference in this Base Prospectus, all of which are in English, were prepared as convenience translations of the Turkish language BRSA Financial Statements (which translations the Bank confirms were direct and accurate). The English language BRSA Financial Statements were not prepared for the purpose of their incorporation by reference in this Base Prospectus. Except to the extent stated otherwise, the financial data for the Group for the years ended December 31, 2010, 2011 and 2012 included herein are extracted from the Group s IFRS Financial Statements without material adjustment. Potential investors in the Notes should note that this Base Prospectus also includes certain financial information for the Bank only, which is extracted from the unconsolidated BRSA Financial Statements without material adjustment. Such financial information is identified as being of the Bank in the description of the associated tables or information (rather than for the Group on a segmented basis). Such Bank-only financial information is (inter alia) presented in Risk Factors, Management s Discussion and Analysis of Financial Condition and Results of Operations, The Group and its Business and Selected Statistical and Other Information. While Turkish GAAP and BRSA reporting standards have been converging with IFRS over recent years, they still differ in certain respects from IFRS, and the Group does not prepare, and the Bank is not providing in this Base Prospectus, any reconciliation between IFRS and Turkish GAAP or the BRSA Financial Statements. For a description of some of the more significant accounting differences between Turkish GAAP and/or BRSA reporting standards and IFRS see Appendix B. NON-GAAP MEASURES OF FINANCIAL PERFORMANCE To supplement the Group s consolidated financial statements presented in accordance with IFRS, the Group uses certain ratios and measures included in this Base Prospectus that would be considered non-gaap financial measures in the United States. A body of generally accepted accounting principles such as IFRS or Turkish GAAP is commonly referred to as GAAP. A non-gaap financial measure is defined as one that measures historical or future financial performance, financial position or cash flows but that excludes or includes amounts that would not be so adjusted in the most comparable GAAP measures. These non-gaap financial measures are not a substitute for GAAP measures, for which management has responsibility. For the Group, these non-gaap measures include (without limitation): net interest margin, adjusted net interest margin, net yield, adjusted net interest income as a percentage of average interest-earning assets, cost-to-income ratio, costto-income ratio if income were calculated without subtracting impairment losses, operating expenses as a percentage of total assets, liquid assets as a percentage of total deposits, free capital ratio, allowance for possible loan losses to non-performing loans (each an NPL ), return on average total assets, return on average shareholders equity, average spread, the amount of net allowances charged to operating expenses, the increase of operating expenses if impairment losses and foreign exchange losses are excluded, average total assets, average shareholders equity, average shareholders equity as a percentage of average total assets and non-recurring items in income statement. Refer to the Overview - The Group, Summary Financial and Other Information, Management s Discussion and Analysis of Financial Condition and Results of Operations, Selected Statistical and Other Information and The Group and its Business sections of this Base Prospectus for an additional discussion of the specific adjustments applied in reconciliation to the directly comparable measures. vii

9 The non-gaap measures included in this Base Prospectus are not in accordance with or an alternative to measures prepared in accordance with IFRS and may be different from similarly-titled non-gaap measures used by other companies. The Bank s management believes that this information, along with comparable IFRS measures, is useful to investors because it provides a basis for measuring the organic operating performance in the years presented. These measures are used in internal management of the Group, along with the most directly comparable IFRS and BRSA financial measures, in evaluating the Group s operating performance. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with IFRS. Non-GAAP financial measures as reported by the Group may not be comparable to similarly titled amounts reported by other companies. The Bank s management believes that these non-gaap measures, when considered in conjunction with IFRS measures, enhance investors and management s overall understanding of the Group s current financial performance. In addition, because the Group has historically reported certain non-gaap results to investors, the Bank s management believes that the inclusion of non-gaap measures provides consistency in the Group s financial reporting. CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION Unless otherwise indicated, references to Turkish Lira or TL are references to the Turkish currency, references to US$, $, US Dollars or Dollars are to United States Dollars, references to Pounds Sterling or are to the lawful currency of the United Kingdom and references to euro or are to the single currency of the participating member states of the European Union (the EU ) that was adopted pursuant to the Treaty of Rome of March 27, 1957, as amended by the Single European Act 1986 and the Treaty of European Union of February 7, 1992, as amended. See Exchange Rates, which sets out certain historical information relating to the Turkish Lira exchange rate for purchases of US Dollars as announced by the Central Bank. No representation is made that the Turkish Lira or Dollar amounts in this Base Prospectus could have been or could be converted into Dollars or Turkish Lira, as the case may be, at any particular rate or at all. For a discussion of the effects on the Group of fluctuating exchange rates, see Risk Factors- Risks Relating to the Group and its Business-Foreign Exchange and Currency Risk and Management s Discussion and Analysis of Financial Condition and Results of Operations. DOCUMENTS INCORPORATED BY REFERENCE The following documents that have previously been published and have been filed with the Central Bank of Ireland shall be incorporated in, and form part of, this Base Prospectus: the independent auditors audit report and audited unconsolidated BRSA Financial Statements of the Bank for the year ended December 31, 2012, the independent auditors audit report and audited unconsolidated BRSA Financial Statements of the Bank for the year ended December 31, 2011, the independent auditors audit report and audited unconsolidated BRSA Financial Statements of the Bank for the year ended December 31, 2010, the independent auditors audit report and audited consolidated BRSA Financial Statements of the Group for the year ended December 31, 2012, the independent auditors audit report and audited consolidated BRSA Financial Statements of the Group for the year ended December 31, 2011, the independent auditors audit report and audited consolidated BRSA Financial Statements of the Group for the year ended December 31, 2010, and the independent auditors audit report and audited consolidated IFRS Financial Statements of the Group for the year ended December 31, viii

10 Any documents themselves incorporated by reference in the documents incorporated by reference in this Base Prospectus shall not form part of this Base Prospectus. The BRSA Financial Statements incorporated by reference in this Base Prospectus, all of which are in English, were prepared as convenience translations of the Turkish language BRSA Financial Statements (which translations the Bank confirms were direct and accurate). Copies of documents incorporated by reference in this Base Prospectus can be obtained without charge from the registered office of the Bank and from the Bank s website: AVAILABLE INFORMATION TO PERMIT COMPLIANCE WITH RULE 144A IN CONNECTION WITH ANY RESALES OR OTHER TRANSFERS OF NOTES (OR BENEFICIAL INTERESTS THEREIN) THAT ARE RESTRICTED SECURITIES WITHIN THE MEANING OF RULE 144 UNDER THE SECURITIES ACT, THE BANK HAS AGREED IN THE DEED POLL THAT IT WILL, DURING ANY PERIOD IN WHICH IT IS NEITHER SUBJECT TO AND IN COMPLIANCE WITH SECTION 13 OR 15(D) OF THE UNITED STATES SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE EXCHANGE ACT ), NOR EXEMPT FROM REPORTING PURSUANT TO RULE 12g3-2(b) THEREUNDER, FURNISH UPON REQUEST TO ANY HOLDER OR BENEFICIAL OWNER OF SUCH NOTES, OR ANY PROSPECTIVE PURCHASER DESIGNATED BY ANY SUCH HOLDER OF SUCH NOTES OR BENEFICIAL OWNER, THE INFORMATION SPECIFIED IN, AND MEETING THE REQUIREMENTS OF, RULE 144A(d)(4) UNDER THE SECURITIES ACT. ix

11 TABLE OF CONTENTS OVERVIEW...1 RISK FACTORS...10 ENFORCEMENT OF JUDGMENTS AND SERVICE OF PROCESS...34 USE OF PROCEEDS...35 SUMMARY FINANCIAL AND OTHER INFORMATION...36 CAPITALIZATION OF THE GROUP...39 MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS...40 SELECTED STATISTICAL AND OTHER INFORMATION...67 THE GROUP AND ITS BUSINESS...85 RISK MANAGEMENT MANAGEMENT OWNERSHIP RELATED PARTY TRANSACTIONS TURKISH BANKING SYSTEM TURKISH REGULATORY ENVIRONMENT SUMMARY INFORMATION RELATING TO NOTES IN GLOBAL AND DEFINITIVE FORM APPLICABLE FINAL TERMS TERMS AND CONDITIONS OF THE NOTES BOOK-ENTRY CLEARANCE SYSTEMS APPENDIX A APPENDIX A1 APPENDIX A2 APPENDIX B FINANCIAL STATEMENTS AUDITED CONSOLIDATED IFRS FINANCIAL STATEMENTS OF THE GROUP FOR THE YEAR ENDED DECEMBER 31, 2012 (INCLUDING COMPARATIVE 2011) AUDITED CONSOLIDATED IFRS FINANCIAL STATEMENTS OF THE GROUP FOR THE YEAR ENDED DECEMBER 31, 2011 (INCLUDING COMPARATIVE 2010) SUMMARY OF SIGNIFICANT DIFFERENCES BETWEEN IFRS AND BRSA x

12 OVERVIEW The Group The following text should be read in conjunction with, and is qualified in its entirety by, the detailed information and the financial statements (including the notes thereto) appearing elsewhere in (or incorporated by reference in) this Base Prospectus. The Bank is a full service commercial and retail bank with its headquarters in İstanbul, Turkey, and is controlled indirectly by the Turkish government through foundations and non-affiliated foundations managed by the General Directorate of Foundations; however, as noted in Ownership-Potential Transfer to the Turkish Treasury of the GDF s Shares in the Bank below, it is likely that the Turkish government will soon acquire direct ownership of the Bank s shares currently held by the General Directorate of Foundations. As of December 31, 2012, the Bank was the seventh largest Turkish bank in terms of assets, deposits and branch network and sixth in terms of loans according to the BRSA. According to the BRSA, the Bank s market share in total assets was 7.6% as of December 31, 2012 and its lending market share was 8.5% as of the same date. The Bank provides retail, commercial and investment banking services through a network (as of December 31, 2012) of 741 full service branches distributed throughout Turkey and three branches abroad. The Bank s branch network covers all of the 81 cities in Turkey, including (as of December 31, 2012) 112 branches in Ankara, 208 branches in İstanbul and 65 branches in Izmir. As of December 31, 2012, the Bank had three corporate centers, one in Ankara and two in Istanbul. These branches are included in the calculation of Istanbul/Ankara branch network. Another three corporate centers are expected to open in 2013, with one in Ankara and the other two in Istanbul. Corporate centers serve the Bank s corporate customers and can also be considered as full service branches as these branches can extend retail loans or residential mortgage loans to executives or partners of corporate clients. Internationally, the Bank has one subsidiary in Austria, one subsidiary in the Turkish Republic of Northern Cyprus, one branch in New York City, one branch in Erbil (in the Republic of Iraq) and one branch in Bahrain. In addition, the Bank offers its services through alternative distribution channels ( ADCs ), including automated teller machines ( ATMs ), a call center and internet banking, which together served over 4.4 million customers during See The Group and its Business- Alternative Distribution Channels. The Bank had 13,463 employees as of December 31, 2012, and as of the same date the Bank had approximately 12.5 million retail customers, over 1,800 corporate clients, over 10,600 state and state-related clients, over 15,800 commercial clients and over 537,800 small and medium enterprise ( SME ) clients. As of December 31, 2012, the Group had total assets of TL 107,952 million (TL 93,470 million as of December 31, 2011), total cash loans of TL 69,827 million (TL 59,007 million as of December 31, 2011) and shareholders equity (including minority interests) of TL 12,939 million (TL 10,460 million as of December 31, 2011). The Bank was founded on April 13, 1954 under the special law Türkiye Vakıflar Bankası Türk Anonim Ortaklığı Kanunu (The Law Establishing Türkiye Vakıflar Bankası Turkish Joint Stock Company) (the Vakıfbank Law ). The Bank s initial purpose was the management of the cash revenues and expenditures of certain governmental charitable foundations that were set up during the Ottoman Empire. The Bank was established in Ankara and quickly began conducting banking activities with branch offices in İstanbul, Ankara and Izmir. In 1956, after conducting studies and surveys in the major economic centers across Turkey, the Bank expanded by opening an additional 10 branches. In 1957, the Bank made its first venture towards broadening its services with the establishment of Günes Insurance, a non-life insurance subsidiary. Over the next 20 years, the Bank continued to expand its geographic presence in Turkey by opening new branches throughout Turkey, including in other important commercial and industrial regions. By 1977, the Bank had 206 branch offices. The Bank is controlled by the General Directorate of Foundations (T.C. Vakıflar Genel Müdürlüğü (the GDF or the General Directorate of Foundations )), the head of which is appointed by the Turkish Prime Minister. As of December 31, 2012, 58.45% of the Bank s shares were held by foundations managed by the GDF, 25.2% were publiclytraded, 16.1% were held by the Vakıfbank Pension Fund and approximately 0.06% were held by individuals, legal entities and non-affiliated foundations. As noted above, the shares in the Bank held by the GDF are expected to become owned 1

13 directly by the Turkish government see Ownership-Potential Transfer to the Turkish Treasury of the GDF s Shares in the Bank below. The Bank s registered office and the business address of the Bank s executive management and its Board is Sanayi Mah. Eski Buyukdere Caddesi Guler Sokak No:51 Kagithane, İstanbul, 34416, Turkey. Its telephone number is Its registration number is On March 30, 2012, at the Bank s 58th General Assembly, the Bank s shareholders approved the distribution of TL 37,000, to shareholders, representing % of the Bank s TL 1,081,135, of distributable profits (calculated by deducting TL 25,523, of deferred tax asset net revenues from TL 1,226,785, of total net profits) for On November 5, 2012, Fitch upgraded Turkey s long term foreign currency rating from BB+ to BBB- and its long term local currency rating from BB+ to BBB, raising Turkey to an investment grade level for the first time since The outlook on the ratings are stable. Following this upgrade to Turkey s ratings, on November 13, 2012 and November 30, 2012 Fitch also upgraded the Bank s ratings. See The Group and its Business-Credit Ratings. In November and December 2012, the Bank raised US$900.0 million through the issuance of a series of subordinated eurobonds, which debt has been approved by the BRSA for inclusion in the Bank s Tier II capital. On January 10, 2013, the Bank s application to issue bills with a nominal value of up to TL 3 billion with different maturities via one or more domestic public offerings in Turkey was approved by the CMB. Organization The Bank has four principal business departments - Retail Banking, Commercial Banking, International Banking and Treasury and Investment Banking. In addition, the Bank (including through its subsidiaries and other companies in which the Bank has an interest) provides brokerage, insurance, fund and portfolio management and overseas banking services. In 2010, the Bank was the first Turkish state-controlled bank to implement a private banking business to serve high net worth individuals. Retail Banking Retail banking has long been the Bank s primary focus. The Bank currently provides a broad range of retail banking and financial services to its retail customers, including Turkish Lira and foreign currency deposits, loans (including auto and mortgage loans), credit and debit cards, investment accounts, utility payments and payroll services. The Bank s primary target market for its retail banking operations is middle-income individuals, including managers and employees in statecontrolled entities, private sector employees and retirees. SME lending (handled through the Bank s Commercial Banking department) is a core part of the Bank s business and provides important cross-selling opportunities with the Bank s Retail Banking department (for example, the owners and employees of the Bank s SME customers). Commercial Banking The Bank s Commercial Banking department, which includes groups focusing on corporate, commercial and SME customers, is responsible for the Bank s relationships with corporate entities (whether multinationals, large Turkish corporates or SMEs) and state-controlled bodies. While the Commercial Banking department places particular emphasis on foreign currency-denominated transactions and trade finance facilities, its product portfolio also includes project finance loans, collection services, cash transfer services, business-to-business activities, foreign exchange services, corporate finance services, electronic banking services, cash management services and investment services. International Banking The Bank focuses on international operations to maintain market share, for product and risk differentiation, to gain a greater presence in global financial markets and to meet the changing needs of existing and potential clients. This department 2

14 also conducts activities generating long-term resources and funding for the Bank from international financial markets through syndicated loans, bond issuances, future flow transactions and other products. Treasury and Investment Banking The Treasury and Investment Banking department is comprised of two divisions, Treasury and Investment Banking. The Treasury division s main goals are to diversify and enhance the quantity and quality of the Bank s funding sources and to maintain its position as a market maker in the Turkish money markets. The Bank aims to achieve these goals through its centralized Treasury management, which oversees the funding of the commercial, retail and investment banking activities of the Bank as well as its treasury activities. The Investment Banking division seeks to achieve high trading volumes in equities, mutual funds and government securities to improve the Bank s market share in capital markets transactions and further contribute to the overall financial results of the division. Key Strengths The Bank s management believes that the Group has a number of key strengths that enable the Group to compete effectively in the Turkish banking sector. The Bank s management sees these key strengths as being: a broad customer base with cross-selling potential, including: (a) a retail franchise of approximately 12.5 million customers (including 2.2 million payroll clients) with a leading market position among the Turkish middle class and (b) a commercial banking practice focused on the SME sector with over 537,800 clients, access to and understanding of state-related companies as a result of long-standing relationships, a comprehensive range of banking products especially in key growth product segments, such as retail and SME lending, brand name recognition and customer service, nationwide branch network and alternative distribution channels, including a strong presence and competitive advantage in Anatolia and increased focus on the Marmara region (primarily through new branch openings in İstanbul), and profitability supported by cost control and the customer deposit base. Advantages of being a State-Controlled Bank. The Bank s management believes that the Group has a number of advantages arising from its relationship with the Turkish state. These advantages include: Strategy an ownership structure that provides the stability of a state-controlled entity as well as the flexibility of a private sector institution, preferential access to subordinated debt or capital from the Turkish state; it being understood that there is no commitment on the part of the Turkish state to provide any such amounts, lower cost and more reliable funding from state-controlled entity deposits, and state-guaranteed special multinational borrowings from the World Bank (US$200 million as of December 31, 2012) and the European Investment Bank ( EIB ) ( 1,380 million as of December 31, 2012), which are unconditionally guaranteed by the Turkish Treasury. The Group s overall strategic objective is to become one of the leading banking groups in Turkey in terms of assets, loans and deposits by leveraging its existing franchise and customer base. The key elements of the Group s strategy are set out below: 3

15 focus on the rapidly growing retail and SME sectors as key growth prospects, improve cross-selling ratio to all client segments, continue diversifying its deposit base, and improve overall operations and systems. Prospective investors in the Notes should refer to The Group and its Business-Strategy for more detail on the key strategies outlined above. Risk Factors Investing in the Notes entails certain risks. Before investing in the Notes, investors should carefully review Risk Factors below, which sets out certain risks relating to political, economic and legal circumstances, the Turkish banking industry, the Group and its business, the Group s relationship with the Bank s principal shareholders and the Notes themselves. Potential investors should not consider the factors discussed under Risk Factors to be a complete set of all potential risks or uncertainties of investing in the Notes. The Program The following summary does not purport to be complete and is taken from, and is qualified in its entirety by, the remainder of this Base Prospectus and, in relation to the terms and conditions of any particular Tranche of Notes, the applicable Final Terms. The following constitutes a general description of the Program for the purposes of Article 22.5(3) of Commission Regulation (EC) No 809/2004 implementing the Prospectus Directive. Issuer:... Description:... Arranger:... Dealers:... Türkiye Vakıflar Bankası T.A.O. Global Medium Term Note Program Merrill Lynch International (the Arranger ) BNP Paribas Citigroup Global Markets Limited Commerzbank Aktiengesellschaft Deutsche Bank AG, London Branch Merrill Lynch International and any other Dealer(s) appointed in accordance with the Programme Agreement. Risk Factors:... Certain Restrictions:... There are certain factors that may affect the Issuer s ability to fulfill its obligations under the Notes. In addition there are certain risk factors that are material for the purpose of assessing the market risks associated with the Notes. For a discussion of certain risk factors relating to Turkey, the Bank and the Notes that prospective investors should carefully consider prior to making an investment in the Notes, including certain risks relating to the structure of particular Series of Notes and certain market risks, see Risk Factors. Each issue of Notes denominated in a currency in respect of which particular laws, guidelines, regulations, restrictions or reporting requirements apply will only be issued in circumstances that comply with such laws, guidelines, 4

16 regulations, restrictions or reporting requirements from time to time (see Subscription and Sale and Transfer and Selling Restrictions ) including the following restriction applicable at the date of this Base Prospectus: Notes having a maturity of less than one year: Notes having, on the Issue Date thereof, a maturity of less than one year will, if the proceeds of the issue are accepted in the United Kingdom, constitute deposits for the purposes of the prohibition on accepting deposits contained in Section 19 of the Financial Services and Markets Act 2000 unless they are issued to a limited class of professional investors and have a denomination of at least 100,000 or its equivalent. See Subscription and Sale and Transfer and Selling Restrictions. Fiscal Agent:... Representation of Noteholders:... Program Size:... Distribution:... Currencies:... The Bank of New York Mellon, London Branch There will be no trustee. Up to US$3,000,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement) outstanding as of the time of each issuance of Notes under the Program. The Issuer may increase the amount of the Program in accordance with the terms of the Programme Agreement. Notes may be distributed by way of private or (other than in the United States) public placement and in each case on a syndicated or non-syndicated basis. Each Series of Notes may be denominated in euro, Sterling, US Dollars, yen, Turkish Lira or, subject to any applicable legal or regulatory restrictions, any other currency agreed between the Issuer and the relevant Dealer(s) and set out in the applicable Final Terms. Payments of principal and interest on a Note denominated in Turkish Lira will be made by the Bank in Turkish Lira; however, if such Note is not represented by a Global Note held by DTC (or a nominee thereof), the holder of such Note (or a beneficial interest therein) may make an irrevocable election to receive an individual forthcoming payment in US Dollars. See Condition 7.8 in Conditions of the Notes. Payments of principal and interest on a Note denominated in a specified currency (the Specified Currency ) other than US Dollars for which DTC is the clearing system will be made by the Bank in such Specified Currency but paid to the investors in such Note in US Dollars; however, if an investor wishes to receive such payment in the applicable Specified Currency, then it may make an affirmative election to receive payment on such Note in the applicable Specified Currency. See Condition 7.9 in Conditions of the Notes. Maturities:... Issue Price:... Each Series of Notes will have such maturity as may be agreed between the Issuer and the relevant Dealer(s), subject to such minimum or maximum maturities as may be allowed or required from time to time by the relevant central bank (or equivalent body) or any laws or regulations applicable to the Issuer or the relevant Specified Currency. Notes will be issued on a fully-paid basis and may be issued at an issue price that is at par or at a discount to, or premium over, par (for each Note, its 5

17 Issue Price ). Form of Notes:... Each Series of Notes may be issued in bearer or registered form as set out in the applicable Final Terms. Registered Notes will not be exchangeable for Bearer Notes and vice versa. See Summary Information Relating to Notes in Global and Definitive Form. Each Series of Notes issued under the Program may be Fixed Rate Notes, Floating Rate Notes or Zero Coupon Notes. Fixed Rate Notes:... Floating Rate Notes:... For each Series of Fixed Rate Notes, interest will be payable on such date or dates as may be agreed between the Issuer and the relevant Dealer(s) and on redemption and will be calculated on the basis of such Day Count Fraction as may be agreed between the Issuer and such Dealer(s). Each Series of Floating Rate Notes will bear interest at a rate determined: (a) (b) (c) on the same basis as the floating rate under a notional interest rate swap transaction in the relevant Specified Currency governed by an agreement incorporating the 2006 ISDA Definitions (as published by the International Swaps and Derivatives Association, Inc., and as amended and updated as of the Issue Date of the first Tranche of the Notes of the relevant Series), on the basis of a reference rate appearing on the agreed screen page of a commercial quotation service, or on such other basis as may be agreed between the Issuer and the relevant Dealer(s). The margin (if any) relating to a Tranche of Floating Rate Notes will be agreed between the Issuer and the relevant Dealer(s). Floating Rate Notes may also have a maximum interest rate, a minimum interest rate or both. Interest on Floating Rate Notes in respect of each Interest Period, as agreed prior to issue by the Issuer and the relevant Dealer(s) and set out in the applicable Final Terms, will be payable on such Interest Payment Dates, and will be calculated on the basis of such Day Count Fraction, as may be agreed between the Issuer and such Dealer(s) and set out in the applicable Final Terms. Zero Coupon Notes:... Redemption:... Zero Coupon Notes will be offered and sold at a discount to their nominal amount and will not bear interest. The applicable Final Terms for a Tranche will indicate either that the relevant Notes cannot be redeemed prior to their stated maturity (other than for taxation reasons or an Event of Default) or that such Notes also will be redeemable: (a) at the option of the Noteholders following a Change of Control and/or (b) at the option of the Issuer and/or the Noteholders, upon giving notice to the applicable Noteholders or the Issuer, as the case may be, on a date or dates specified prior to such stated maturity, in each case at a price or prices and on such other terms as may be agreed between the Issuer 6

18 and the relevant Dealer(s) and set out in the applicable Final Terms. Denomination of Notes:... Each Series of Notes will be issued in such denominations as may be agreed between the Issuer and the relevant Dealer(s) and set out in the applicable Final Terms, except that the minimum denomination of each Note will be: (a) such minimum amount as may be allowed or required from time to time by the relevant central bank (or equivalent body) or any laws or regulations applicable to the relevant Specified Currency, and (b) equal to, or greater than, 100,000 (or, if the Notes are denominated in a currency other than euro, the equivalent amount in such currency as of the applicable Issue Date). Notes having a maturity of less than one year may be subject to restrictions on their denomination and distribution. See Certain Restrictions - Notes having a maturity of less than one year above. Taxation; Payment of Additional Amounts:... All payments in respect of the Notes by or on behalf of the Bank will be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature ( Taxes ), imposed or levied by or on behalf of a Relevant Jurisdiction unless the withholding or deduction of the Taxes is required by law. In that event, the Bank will (subject to certain exceptions) pay such additional amounts as may be necessary in order that the net amounts received by the relevant Noteholder after the withholding or deduction will equal the respective amounts that would have been receivable in respect of the relevant Note in the absence of the withholding or deduction. See Taxation Certain Turkish Tax Considerations and Terms and Conditions of the Notes Condition 8.2. All payments in respect of the Notes will be made subject to any withholding or deduction required pursuant to FATCA, as provided in Condition 7.1; it being understood that, in accordance with Condition 9.1, no additional amount will be payable by the Bank in respect of any such withholding or reduction. See Terms and Conditions of the Notes Condition 9. Negative Pledge:... Subject to certain exceptions, so long as any Note remains outstanding, the Bank will not create or have outstanding any Security Interest upon, or with respect to, any of its present or future business, undertaking, assets or revenues (including any uncalled capital) to secure any Relevant Indebtedness unless the Bank, in the case of the creation of a Security Interest, before or at the same time and, in any other case, promptly, takes any and all action necessary to ensure that: (a) all amounts payable by it under the Notes are secured by the Security Interest equally and ratably with the Relevant Indebtedness, (b) such Security Interest is terminated or (c) such Security Interest is provided as is approved by an Extraordinary Resolution (which will be defined in the Agency Agreement as a resolution duly passed by not less than three-fourths of the votes cast) of the Noteholders of each Series. See Terms and Conditions of the Notes Condition 4. Certain Covenants:... The Bank will agree to certain covenants, including covenants limiting transactions with affiliates. See Terms and Conditions of the Notes 7

19 Condition 5. Events of Default:... Status of the Notes:... Rating:... ERISA:... Listing:... The Notes will be subject to certain Events of Default including (among others) non-payment, breach of obligations, cross-acceleration and certain bankruptcy and insolvency events. See Terms and Conditions of the Notes Condition 11. The Notes will be senior, direct, unconditional and (subject to the negative pledge in Condition 4) unsecured obligations of the Bank and will rank at least pari passu, without any preference among themselves, with all outstanding unsecured and unsubordinated obligations of the Bank, present and future, but, in the event of insolvency, only to the extent permitted by applicable laws relating to creditors rights. The Notes will be issued pursuant to the Turkish Commercial Code (Law No. 6102), the Capital Markets Law and the Communiqué. The Program has been rated BBB- by Fitch and Baa2 by Moody s. Series of Notes issued under the Program may be rated or unrated. Where a Tranche of Notes is rated, such rating will be disclosed in the applicable Final Terms and will not necessarily be the same as the rating (if any) assigned to the Program by the relevant rating agency. 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 organization. Subject to certain conditions, the Notes may be invested in by an employee benefit plan as defined in and subject to Title I of the United States Employee Retirement Income Security Act of 1974, as amended ( ERISA ), a plan as defined in and subject to Section 4975 of the Code, or any entity whose underlying assets include plan assets of any of the foregoing. See Certain Considerations for ERISA and other US Employee Benefit Plans. An application will be made to the Irish Stock Exchange for certain Notes issued under the Program within 12 months of the date of this Base Prospectus to be admitted to listing on the Official List and to have such Notes admitted to trading on the Main Securities Market; however, no assurance can be given that such application will be accepted. Each Series of Notes may be listed or admitted to trading, as the case may be, on other or further stock exchanges or markets agreed between the Issuer and the relevant Dealer(s) in relation to such Series. Notes that are neither listed nor admitted to trading on any market may also be issued. The Final Terms for a Tranche will state whether or not the relevant Notes are to be listed and/or admitted to trading and, if so, on which stock exchanges and/or markets. Governing Law:... Selling Restrictions:... The Notes and the Agency Agreement, and any non-contractual obligations arising out of or in connection with the Notes or the Agency Agreement, will be governed by, and construed in accordance with, English law. There are restrictions on the offer, sale and transfer of the Notes (or beneficial interests therein) in the United States, the European Economic Area (including the United Kingdom, Switzerland and Turkey) and Japan, and there will be such other restrictions as may be required in connection with the offering and sale of a particular Tranche of Notes. See Subscription and Sale 8

20 and Transfer and Selling Restrictions. United States Selling Restrictions:... Regulation S, Category 2, Rule 144A and Section 4(a)(2). Bearer Notes will be issued in compliance with rules identical to those provided in: (a) U.S. Treasury Regulation (c)(2)(i)(D) ( TEFRA D ) or (b) U.S. Treasury Regulation (c)(2)(i)(C) ( TEFRA C ) such that the Bearer Notes will not constitute registration required obligations under section 4701(b) of the Code, as specified in the applicable Final Terms. Such rules impose certain additional restrictions on transfers of the Bearer Notes. 9