TÜRKİYE GARANTİ BANKASI A.Ş. U.S.$6,000,000,000 Global Medium Term Note Programme

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1 BASE PROSPECTUS TÜRKİYE GARANTİ BANKASI A.Ş. U.S.$6,000,000,000 Global Medium Term Note Programme Under this U.S.$6,000,000,000 Global Medium Term Note Programme (the Programme), Türkiye Garanti Bankası A.Ş., a Turkish banking institution organised as a joint stock company registered with the Istanbul Trade Registry under number (the Bank or the Issuer), may from time to time issue notes (the Notes) denominated in any currency agreed between the Issuer and the relevant Dealer (as defined below). Notes may be issued in bearer or registered form (respectively Bearer Notes and Registered Notes). The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed U.S.$6,000,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement described herein), subject to increase as described herein. The Notes may be issued on a continuing basis to: (a) one or more of the Dealers specified under "Overview of the Group and the Programme" and any additional Dealer appointed under the Programme from time to time by the Issuer (each a Dealer and together the Dealers), which appointment may be for a specific issue or on an ongoing basis, and/or (b) one or more investors purchasing Notes directly from the Issuer. References in this Base Prospectus to the relevant Dealer shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Notes. An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see "Risk Factors". The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act) or any U.S. State securities laws and may not be offered or sold in the United States or to, or for the account or the benefit of, U.S. persons unless an exemption from the registration requirements of the Securities Act is available and in accordance with all applicable securities laws of any state of the United States and any other jurisdiction. 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 Transfer and Selling Restrictions". This Base Prospectus has been approved by the Central Bank of Ireland as competent authority under Directive 2003/71/EC 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 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 Notes having a maturity of one year or more that are to be admitted to trading on a regulated market for the purposes of Directive 2004/39/EC (MiFID) and/or that are to be offered to the public in any member state of the European Economic Area. Application will be made to the Irish Stock Exchange for such Notes to be admitted to the official list of the Irish Stock Exchange (the Official List) and to trading on its regulated market (the Main Securities Market). The Main Securities Market is a regulated market for the purposes of MiFID. This document constitutes listing particulars for the purposes of Notes issued under the Programme having a maturity of less than one year that are to be admitted to the Official List and to trading on the Main 1

2 Securities Market. This document has been approved as listing particulars by the Irish Stock Exchange. Application may be made to the Irish Stock Exchange for Notes having a maturity of less than one year to be admitted to the Official List and to trading on the Main Securities Market. References in this Base Prospectus to the Notes being listed (and all related references) shall mean that the Notes have been admitted to the Official List and trading on the Main Securities Market. 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 Notes by the Bank outside of Turkey. The Notes cannot be sold before the necessary approvals and the approved issuance certificate are obtained from the CMB. The CMB approval relating to the issuance of Notes based upon which any offering of the Notes will be conducted was obtained on 10 February 2014, and the approved tranche issuance certificate will be obtained from the CMB before any sale and issuance of the Notes. Under current Turkish tax law, withholding tax may apply to payments of interest on the Notes. See "Taxation Certain Turkish Tax Considerations". Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other information which is applicable to each Tranche (as defined under "Terms and Conditions of the Notes") of Notes will be set out in a final terms document (the Final Terms) or a pricing supplement (the Pricing Supplement), as the case may be, which, with respect to Notes to be listed on the Irish Stock Exchange, will be filed with the Central Bank of Ireland, in the case of Notes having a maturity of one year or more, or the Irish Stock Exchange, in the case of Notes having a maturity of less than one year. Copies of such Final Terms and Pricing Supplements will also be published on the Issuer's website at 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. The Programme has been rated BBB (for long-term) and F3 (for short-term) by Fitch Ratings Ltd. (Fitch) and Notes issued under the Programme are expected to be rated Baa2 (for long-term) and P-3 (for shortterm) by Moody's Investors Service Limited (Moody's and, together with Fitch and Standard & Poor's Credit Market Services Europe Limited (Standard & Poor's), the Rating Agencies). The Bank has also been rated by the Rating Agencies, as set out on page 139 of this Base Prospectus. Each of the Rating Agencies is established in the EU and is registered under the Regulation (EC) No. 1060/2009 (as amended) (the CRA Regulation). As such each of the Rating Agencies is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website (at in accordance with the CRA Regulation. Notes may either be rated (including by any one or more of the rating agencies referred to above) or unrated. Where a Tranche of Notes is so rated (other than unsolicited ratings), such rating will be disclosed in the applicable Final Terms or Pricing Supplement and will not necessarily be the same as the rating assigned to the Programme by Fitch or Moody's, as the case may be. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. Arranger BofA Merrill Lynch Dealers Banco Bilbao Vizcaya Argentaria, S.A. BofA Merrill Lynch BNP PARIBAS Citigroup 2

3 Commerzbank HSBC Société Générale Corporate & Investment Banking Deutsche Bank National Bank of Abu Dhabi The date of this Base Prospectus is 27 March

4 This Base Prospectus comprises a base prospectus for the purposes of the Prospectus Directive and Notes having a maturity of one year or more. This document does not constitute a prospectus for the purpose of Notes having a maturity of less than one year or Section 12(a)(2) of, or any other provision of or rule under, the Securities Act. The Issuer accepts responsibility for the information contained in this Base Prospectus and the applicable Final Terms or Pricing Supplement, as the case may be, for each Tranche of Notes issued under the Programme. To the best of the knowledge of the Issuer (having taken all reasonable care to ensure that such is the case) the information contained in this Base Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. This Base Prospectus is to be read in conjunction with all documents which are deemed to be incorporated 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 accept any responsibility 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 consistent 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 statements. No person is or has been authorised by the Issuer to give any information or to make any representation not contained in or not consistent with this Base Prospectus or any other information supplied in connection with the Programme or the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer or any of the Dealers. Neither this Base Prospectus nor any other information supplied in connection with the Programme or any Notes (i) is intended to provide the basis of any credit or other evaluation or (ii) should be considered as a recommendation by the Issuer or any of the Dealers that any recipient of this Base Prospectus or any other information supplied in connection with the Programme or any Notes should purchase any Notes. Each investor contemplating purchasing any Notes should determine for itself the relevance of the information contained or incorporated in this Base Prospectus and make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer based upon such investigation as it deems necessary. Neither this Base Prospectus nor any other information supplied in connection with the Programme or the issue of any Notes constitutes an offer or invitation by or on behalf of the Issuer or any of the Dealers to any person to subscribe for or to purchase any Notes. Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Notes shall in any circumstances imply that the information contained herein concerning the Issuer is correct at any time subsequent to the date hereof or that any other information supplied in connection with the Programme is correct as of any time subsequent to the date indicated in the document containing the same. The Dealers expressly do not undertake to review the financial condition or affairs of the Issuer during the life of the Programme or to advise any investor in the Notes of any information coming to their attention. The distribution of this Base Prospectus and the offer or sale of Notes may be restricted by law in certain jurisdictions. The Issuer and the Dealers do not represent that this Base Prospectus may be lawfully distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available 4

5 thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the Issuer which is intended to permit a public offering of any Notes or distribution of this Base Prospectus in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither (i) this Base Prospectus nor (ii) any advertisement or other offering material, may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with all applicable laws and regulations. Persons into whose possession this Base Prospectus or any Notes may come must inform themselves about, and observe, any such restrictions on the distribution of this Base Prospectus and the offering and sale of Notes. In particular, there are restrictions on the distribution of this Base Prospectus and the offer or sale of Notes in the United States, the European Economic Area (including the United Kingdom), Turkey, Japan, Switzerland, the People's Republic of China (the PRC) and the Hong Kong Special Administrative Region of the PRC. See "Subscription and Sale and Transfer and Selling Restrictions". This Base Prospectus has been prepared on a basis that would permit an offer of Notes with a denomination of less than 100,000 (or its equivalent in any other currency) only in circumstances where there is an exemption from the obligation under the Prospectus Directive to publish a prospectus. As a result, any offer of Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State) must be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of Notes. Accordingly any person making or intending to make an offer of Notes in that Relevant Member State of Notes may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any offer of Notes in circumstances in which an obligation arises for the Issuer or any Dealer to publish or supplement a prospectus for such offer. In making an investment decision, investors must rely on their own examination of the Issuer and the terms of the Notes being offered, including the merits and risks involved. The Notes have not been approved or disapproved by the United States Securities and Exchange Commission (the SEC) or any other securities commission or other regulatory authority in the United States and, other than the approvals of the CMB, the Central Bank of Ireland and the Irish Stock Exchange described herein, have not been approved or disapproved by any other securities commission or other regulatory authority in Turkey or any other jurisdiction, nor have the foregoing authorities (other than the Central Bank of Ireland and the Irish Stock Exchange to the extent described herein) approved this Base Prospectus or confirmed the accuracy or determined the adequacy of the information contained in this Base Prospectus. Any representation to the contrary may be unlawful. None of the Dealers or the Issuer makes any representation to any investor in the Notes regarding the legality of its investment under any applicable laws. Any investor in the Notes should be able to bear the economic risk of an investment in the Notes for an indefinite period of time. The Notes may not be a suitable investment 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 may wish to consider, either on its own or with the help of its financial and other professional advisers, whether it: (i) has 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 or incorporated by reference in this Base Prospectus or any applicable supplement; 5

6 (ii) (iii) (iv) (v) has 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 the Notes will have on its overall investment portfolio; has sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes, including Notes with principal or interest payable in one or more currencies, or where the currency for principal or interest payments is different from the potential investor's currency; understands thoroughly the terms of the Notes and is familiar with the behaviour of financial markets; and is able to evaluate possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks. Legal investment considerations may restrict certain investments. The investment activities of certain investors are subject to legal investment laws and regulations, or to review or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and to what extent (1) Notes are legal investments for it, (2) Notes can be used as collateral for various types of borrowing and (3) other restrictions apply to its purchase or pledge of any Notes. Financial institutions should consult their legal advisers or the appropriate regulators to determine the appropriate treatment of Notes under any applicable risk-based capital or similar rules. The Issuer has obtained the CMB approval (dated 10 February 2014 No /1374 (the CMB Approval) and the Banking Regulatory and Supervisory Agency approval (the BRSA Approval) (dated 20 December 2013 No ) required for the issuance of Notes under the Programme. In addition to the CMB Approval, an issuance certificate in respect of each Tranche of Notes shall also be obtained by the Issuer prior to the issue date of such Tranche of Notes. The Issuer shall maintain all authorisations and approvals of the CMB necessary for the offer, sale and issue of Notes under the Programme. Consequently, the scope of the above-mentioned CMB Approval and the BRSA Approval may be amended and/or new approvals from the CMB and/or the BRSA may be obtained from time to time. Pursuant to the CMB Approval and the BRSA Approval, the offer, sale and issue of Notes under the Programme has been authorised 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 Turkish Banking Law No of 2005, as amended (the Banking Law) and its related legislation, the Capital Markets Law and Communiqué II-31.1 on Debt Instruments (the Communiqué on Debt Instruments) or its related regulation. In addition, the Notes (or beneficial interests therein) may only be offered or sold outside of Turkey in accordance with the CMB Approval and the BRSA Approval. Under the CMB Approval, the CMB has authorised the offering, sale and issue of any Notes on the condition that no sale or offering of Notes (or beneficial interests therein) may be made by way of public offering or private placement in Turkey. Notwithstanding the foregoing, pursuant to the BRSA decision dated 6 May 2010 No. 3665, the BRSA decision dated 30 September 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 in both the primary and secondary markets; provided that such purchase or sale is made through licensed banks or licensed brokerage institutions authorised pursuant to BRSA and/or CMB regulations and the purchase price is transferred through licensed banks authorised under BRSA regulations. As such, Turkish residents should use licensed banks or licensed brokerage institutions while purchasing Notes (or beneficial interests therein) and transfer the purchase price through licensed banks authorised under BRSA regulations. Monies paid 6

7 for the purchases of Notes are not protected by the insurance coverage provided by the Savings Deposit Insurance Fund (the SDIF). 7

8 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS Some statements in this Base Prospectus may be deemed to be forward-looking statements. Forward -looking statements include statements concerning the Issuer's plans, objectives, goals, strategies, future operations and performance and the assumptions underlying these forward-looking statements. When used in this Base Prospectus, the words "anticipates", "estimates", "expects", "believes", "intends", "plans", "aims", "seeks", "may", "will", "should" and any similar expressions generally identify forward-looking statements. These forward-looking statements are contained in the sections entitled "Risk Factors", "The Group and its Business" and other sections of this Base Prospectus 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. 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 certain of the material risks inherent in these forward-looking statements and these are set out under "Risk Factors". The Issuer has based these forward-looking statements on the current view of its management with respect to future events and financial performance. Although the Issuer believes that the expectations, estimates and projections reflected in its forward-looking statements are reasonable as of the date of this Base Prospectus, if one or more of the risks or uncertainties materialise, including those identified below or which the Issuer has otherwise identified in this Base Prospectus, or if any of the Issuer's underlying assumptions prove to be incomplete or inaccurate, the Issuer's actual results of operation may vary from those expected, estimated or predicted. 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 discussion of all potential risks or uncertainties of investing in the Notes. Potential investors should not place undue reliance upon any forward-looking statements. Any forward-looking statements contained in this Base Prospectus speak only as at the date of this Base Prospectus. Without prejudice to any requirements under applicable laws and regulations, the Issuer expressly disclaims any obligation or undertaking to disseminate after the date of this Base Prospectus any updates or revisions to any forward-looking statements contained herein to reflect any change in expectations thereof or any change in events, conditions or circumstances on which any such forwardlooking statement is based. 8

9 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 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 SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER CHAPTER 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 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. U.S. INFORMATION This Base Prospectus is being submitted on a confidential basis in the United States to a limited number of QIBs and Institutional Accredited Investors (each as defined under "Form of the Notes") for informational use solely in connection with the consideration of the purchase of certain Notes issued under the Programme. Its use for any other purpose in the United States or by any U.S. person is not authorised. It 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 by the Issuer or a Dealer. The Notes in bearer form 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 U.S. Internal Revenue Code of 1986, as amended (the Code) and the regulations promulgated thereunder. The Notes may be offered or sold within the United States or to, or for the account or benefit of U.S. persons, as defined in Regulation S under the Securities Act (U.S. person), only to QIBs or to Institutional Accredited Investors, in either case in registered form and in transactions exempt from registration under the Securities Act in reliance on Rule 144A under the Securities Act (Rule 144A) or any other applicable exemption. Each purchaser of Registered Notes that is a U.S. Person or is in the United States is hereby notified that the offer and sale of any Notes 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 or under Section 4(a)(2) of the Securities Act. Purchasers of Definitive IAI Registered Notes will be required to execute and deliver an IAI Investment Letter (as defined under "Subscription and Sale and Transfer and Selling Restrictions"). Each purchaser or holder of IAI Registered Notes, Notes represented by a Rule 144A Global Note or any Notes issued in registered form in exchange or substitution therefor (together Legended Notes) will be deemed, by its acceptance or purchase of any such Legended Notes, to have made certain representations and agreements intended to restrict the resale or other transfer of such Notes as set out in "Subscription and Sale and Transfer and Selling Restrictions". Unless otherwise stated, terms used in this paragraph have the meanings given to them in "Form of the Notes". 9

10 CIRCULAR 230 DISCLOSURE TO ENSURE COMPLIANCE WITH REQUIREMENTS IMPOSED BY THE U.S. INTERNAL REVENUE SERVICE, ANY TAX DISCUSSION HEREIN WAS NOT WRITTEN AND IS NOT INTENDED TO BE USED AND CANNOT BE USED BY ANY TAXPAYER FOR PURPOSES OF AVOIDING U.S. FEDERAL INCOME TAX PENALTIES THAT MAY BE IMPOSED ON THE TAXPAYER. ANY SUCH TAX DISCUSSION WAS WRITTEN TO SUPPORT THE PROMOTION OR MARKETING OF THE NOTES DESCRIBED HEREIN. EACH TAXPAYER SHOULD SEEK ADVICE BASED ON THE TAXPAYER'S PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISER. AVAILABLE INFORMATION To permit compliance with Rule 144A in connection with any resales or other transfers of Notes that are "restricted securities" within the meaning of the Securities Act, the Issuer has undertaken in a deed poll dated 19 April 2013 (the Deed Poll) to furnish, upon the request of a holder of such Notes or any beneficial interest therein, to such holder or to a prospective purchaser designated by him, the information required to be delivered under Rule 144A(d)(4) under the Securities Act if, at the time of the request, any of the Notes to be transferred remain outstanding as "restricted securities" within the meaning of Rule 144(a)(3) of the Securities Act and the Issuer is neither a reporting company under Section 13 or 15(d) of the U.S. Securities Exchange Act of 1934, as amended, (the Exchange Act) nor exempt from reporting pursuant to Rule 12g3-2(b) thereunder. PRESENTATION OF FINANCIAL AND OTHER INFORMATION Presentation of Financial Information Though the Group is not required by Turkish law to prepare financial statements in accordance with International Financial Reporting Standards (IFRS) as promulgated by the International Accounting Standards Board (IASB), as international investors are generally unfamiliar with the Standards Accounting Practice Regulations as promulgated by the Banking Regulation and Supervision Agency (the BRSA) and also the generally accepted accounting principles under the Turkish Commercial Code and Turkish tax legislation (collectively, Turkish GAAP), the Group publishes financial statements in Turkish Lira that have been prepared and presented in accordance with IFRS. The Group's annual IFRS financial statements (the IFRS Financial Statements) incorporated by reference herein as of and for the years ended 31 December 2011, 2012 and 2013 were audited by DRT Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş. (a member firm of Deloitte Touche Tohmatsu Ltd) (Deloitte). The Bank's Board of Directors, in accordance with the requirement for the mandatory rotation of auditors every eight years under Turkish regulations, selected Deloitte to be its external audit firm, effective as of 1 January 2010, and decided to maintain the same audit firm for the fiscal years 2013, 2014 and The IFRS Financial Statements incorporated by reference herein have been audited by Deloitte in accordance with the regulation on "Licensing and Operations of Audit Firms in Banking" published in the Official Gazette no: on November 1, 2006 and the International Standards on Auditing. The Group's audit reports for the years ended 31 December 2011, 2012 and 2013 were qualified with respect to general provisions that were allocated by the Group. The provisions were taken in accordance with the conservatism principle applied by the Group in considering the circumstances that may arise from any changes in the economy or market conditions. These general provisions amounted to TL 450,000 thousand, TL 450,000 thousand and TL 335,000 thousand recorded on the consolidated statements of financial position as of 31 December 2011, 2012 and 2013, respectively, of which TL 90,000 thousand was charged to the 2011 income statement as an expense, TL 115,000 thousand was included in the 2013 income statement as income from the partial reversal of such provisions and the remaining amounts (all incurred before 2010) were charged as an expense during the applicable periods (there were no such provisions or reversals in 2012). Although these provisions did not impact the Group's level of tax or capitalisation ratios, if the Group had not established these provisions, then its net income might have been higher in such years (or, in 2013, lower). 10

11 Deloitte has qualified its audit reports in respect of each such year because general provisions are not permitted under IFRS. See Deloitte's reports on the IFRS Financial Statements incorporated by reference into this Base Prospectus. 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 Borsa İstanbul A.Ş. (Borsa İstanbul) 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 BRSA Financial Statements are audited or reviewed, as applicable, by Deloitte. The unconsolidated BRSA Financial Statements for the years ended 31 December 2011, 2012 and 2013 have been incorporated by reference into this Base Prospectus. See "Documents Incorporated by Reference". Except to the extent stated otherwise, the financial data for the Group included herein have been 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 has been extracted from the Bank's 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" and "The Group and its Business." Under IFRS, the Bank's financial statements are consolidated with the financial statements of its affiliates (except to the extent immaterial) that are companies controlled by the Bank (i.e., the Bank has the power to govern the financial and operating policies of these enterprises so as to obtain benefits from their activities). The entities that were consolidated in the IFRS Financial Statements as of 31 December 2013 were Garanti Bank International NV (GBI), Garanti Finansal Kiralama A.Ş. (Garanti Leasing), Garanti Bank Moscow (GBM), Garanti Faktoring Hizmetleri A.Ş. (Garanti Factoring), Garanti Emeklilik ve Hayat A.Ş. (Garanti Pension and Life), Garanti Holding BV(*) (GHBV), G Netherlands BV (G Netherlands), Garanti Bank SA (Garanti Romania), Motoractive IFN SA (Motoractive), Ralfi IFN SA (Ralfi), Domenia Credit IFN SA (Domenia), Garanti Yatırım Menkul Kıymetler A.Ş. (Garanti Securities), Garanti Yatırım Ortaklığı A.Ş. (GYO), Garanti Portföy Yönetimi A.Ş. (Garanti Asset Management), Garanti Filo Yönetim Hizmetleri A.Ş. (Garanti Fleet), Garanti Bilişim Teknolojisi ve Ticaret T.A.Ş. (Garanti Teknoloji) and (while not legal affiliates, the following entities are special purpose entities established for the purpose of the Bank's "diversified payment rights" programme, and are thus required to be consolidated) Garanti Diversified Payment Rights Finance Company and RPV Company. The IFRS Financial Statements incorporated herein for previous periods included these same consolidated entities except that: (a) Leasemart Holding BV had been consolidated from 16 December 2010, the date of its acquisition by the Bank, until 2 August 2011, the date of its merger with GHBV, and (b) the Bank discontinued consolidating T2 Capital Finance Company (a special purpose entity established for the purpose of a subordinated debt transaction and thus required to be consolidated) from 6 February 2012 following the repayment of the related subordinated debt. 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. 11

12 Non GAAP Measures of Financial Performance To supplement the Group's financial statements, the Group uses certain ratios and measures included in this Base Prospectus that would be considered non-gaap financial measures as these measures are not defined under IFRS, Turkish GAAP or BRSA regulations. 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, cost-to-income ratio if income were calculated without subtracting impairment losses, operating expenses as a percentage of total average assets, liquid assets as a percentage of total deposits, non-performing loans to total gross cash loans, free capital ratio, allowance for probable loan losses to nonperforming loans, 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, total interest income to gross operating income before deducting interest expenses and fee and commission expenses. See "Summary Financial and Other Data" and "The Group and its Business" for further information on certain such calculations. The non-gaap measures included in this Base Prospectus are not in accordance with or an alternative to measures prepared in accordance with GAAP and may be different from similarly titled measures reported by other companies. The Bank's management believes that this information, along with comparable GAAP measures, is useful to investors because it provides a basis for measuring the organic operating performance in the periods presented. These measures are used in internal management of the Group, along with the most directly comparable GAAP 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 GAAP. The Bank's management believes that these non-gaap measures, when considered in conjunction with GAAP measures, enhance investors' and management's overall understanding of the Group's 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 Rates In this Base Prospectus, all references to: U.S. Dollars, U.S.$ and $ refer to United States dollars; Turkish Lira and TL refer to the lawful currency for the time being of the Republic of Turkey; Sterling and refer to pounds sterling; euro and refer to the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty on the Functioning of the European Union, as amended; and 12

13 Renminbi and RMB refer to the lawful currency of the PRC which, for the purposes of this Base Prospectus, excludes the Hong Kong Special Administrative Region of the PRC, the Macao Special Administration Region of the PRC and Taiwan. 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". Certain Defined Terms, Conventions and Other Considerations in Relation to the Presentation of Information in this Base Prospectus Capitalised terms which are used but not defined in any particular section of this Base Prospectus have the meaning attributed thereto in "Terms and Conditions of the Notes" or any other section of this Base Prospectus. In this Base Prospectus, Bank means Türkiye Garanti Bankasi A.Ş. on a standalone basis and Group means the Bank and its subsidiaries (and, with respect to consolidated accounting information, its consolidated entities). In this Base Prospectus, any reference to Euroclear and/or Clearstream, Luxembourg and/or DTC (each as defined under "Form of the Notes") shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in the applicable Final Terms or Pricing Supplement or as may otherwise be approved by the Issuer and the Fiscal Agent. Certain figures and percentages included in this Base Prospectus have been subject to rounding adjustments; accordingly figures shown in the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures which precede them. 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. 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. Certain information under the heading "Book-Entry Clearance Systems" has been extracted from information provided by the clearing systems referred to therein. Where third-party information has been used in this Base Prospectus, the source of such information has been identified. The Issuer confirms that all such information has been accurately reproduced and, so far as it is aware and is able to ascertain from the relevant published information, no facts have been omitted which would render the reproduced information inaccurate or misleading. Without prejudice to the generality of the foregoing statement, thirdparty 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 Centre (Bankalararası Kart Merkezi), and all data relating to the Turkish economy, including statistical data, has been obtained from the website of the Turkish Statistical Institute (Türkiye İstatistik Kurumu) (TurkStat) at the website of the Central Bank of Turkey (Türkiye 13

14 Cumhuriyeti Merkez Bankası) (the Central Bank) at the Turkish Treasury's website at or the European Banking Federation's website at Such data has 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 this Base Prospectus has been based upon public filings and announcements by such shareholders. 14

15 TABLE OF CONTENTS Risk Factors Enforcement of Judgments and Service of Process Documents Incorporated by Reference Overview of the Group and the Programme Form of the Notes Applicable Final Terms/Pricing Supplement Terms and Conditions of the Notes Use of Proceeds Summary Financial and Other Data Capitalisation of the Group The Group and its Business Risk Management Management Ownership Related Party Transactions Turkish Banking System Turkish Regulatory Environment Book-Entry Clearance Systems Taxation Certain Considerations for ERISA and other U.S. Employee Benefit Plans Subscription and Sale and Transfer and Selling Restrictions General Information STABILISATION In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the Stabilisation Manager(s) (or persons acting on behalf of any Stabilisation Manager(s)) in the applicable Final Terms may over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilisation Manager(s) (or persons acting on behalf of a Stabilisation Manager) will undertake stabilisation action. Any stabilisation action or over-allotment 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 stabilisation action or over-allotment must be conducted by the relevant Stabilisation Manager(s) (or persons acting on behalf of any Stabilisation Manager(s)) in accordance with all applicable laws and rules. Page 15

16 RISK FACTORS In purchasing Notes, investors assume the risk that the Issuer may become insolvent or otherwise be unable to make all payments due in respect of the Notes. There is a wide range of factors which individually or together could result in the Issuer becoming unable to make all payments due in respect of the Notes. It is not possible to identify all such factors or to determine which factors are most likely to occur, as the Issuer may not be aware of all relevant factors and certain factors which it currently deems not to be material may become material as a result of the occurrence of future events of which the Issuer does not have knowledge as of the date of this Base Prospectus. The Issuer has identified in this Base Prospectus a number of factors which could materially adversely affect its business and ability to make payments due under the Notes. In addition, factors which are material for the purpose of assessing the market risks associated with Notes issued under the Programme are also described below. Prospective investors should also read the detailed information set out elsewhere in this Base Prospectus and reach their own views prior to making any investment decision. Factors that may affect the Issuer's ability to fulfil its obligations under Notes issued under the Programme The following is a description of the principal risks associated with the Notes and the Group's business as of the date of this Base Prospectus; however, the Bank does not represent that the risks set out in the statements below are exhaustive. Risks relating to Turkey Most of the Bank's and its Turkish subsidiaries' operations are conducted, and substantially all of their customers are located, in Turkey. In addition, much of the business of the Group's non-turkish subsidiaries is related to Turkey. Accordingly, the Group's ability to recover on loans, and its business, financial condition and results of operations, are substantially dependent upon the political and economic conditions prevailing in Turkey. Turkish Economy The Turkish economy is subject to significant macro-economic risks Since the early 1980s, the Turkish economy has undergone a transformation from a highly protected and regulated system to a more open market system. Although the Turkish economy has generally responded well to this transformation, it has experienced severe macro-economic imbalances, including significant current account deficits and a considerable level of unemployment. While the Turkish economy has been significantly stabilised due, in part, to support from the International Monetary Fund, Turkey may experience a further significant economic crisis in the future, which could have a material adverse effect on the Group's business, financial condition and/or results of operations. The Group's banking and other businesses are significantly dependent upon its customers' ability to make payments on their loans and meet their other obligations to the Group. If the Turkish economy suffers because of, among other factors, a reduction in the level of economic activity, devaluation of the Turkish Lira, inflation or an increase in domestic interest rates, then a greater portion of the Group's customers might not be able to repay loans when due or meet their other debt service requirements to the Group, which would increase the Group's past due loan portfolio and could materially reduce its net income and capital levels. In addition, a slowdown or downturn in the Turkish economy would likely result in a decline in the demand for the Group's products. The occurrence of any or all of the above could have a material adverse effect on the Group's business, financial condition and/or results of operations. 16