BASE PROSPECTUS AKBANK TAŞ. AK FINANSAL KIRALAMA A.Ş. US$3500000000 Global ...

306 Pages·2016·2.06 MB·English

BASE PROSPECTUS

AKBANK T.A.Ş.
a Turkish banking institution organised as a joint stock company
and

AK FINANSAL KIRALAMA A.Ş.
a Turkish financial leasing corporation organised as a joint stock company
U.S.$3,500,000,000
Global Medium Term Note Programme
Under this U.S.$3,500,000,000 Global Medium Term Note Programme (the "Programme"), Akbank T.A.Ş., a Turkish banking institution organised as a public
joint stock company ("Akbank") and AK Finansal Kiralama A.Ş., a Turkish financial leasing corporation organised as a joint stock company and a consolidated
subsidiary of Akbank ("AKLease", and each of Akbank and AKLease, an "Issuer" and together the "Issuers"), may from time to time issue notes (the "Notes")
denominated in any currency agreed between the relevant Issuer and the relevant Dealer (as defined below) and subject to the respective limits set out 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.$3,000,000,000 in respect of Akbank and U.S.$500,000,000 in respect of AKLease (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 of the Issuers and the Programme" and any additional
Dealer appointed under the Programme from time to time by an Issuer (each a "Dealer" and together the "Dealers"), which appointment may be for a specific
issue or on an on-going basis. 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.
This Base Prospectus supersedes and replaces the Base Prospectus dated 22 June 2015.
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 United States Securities Act of 1933, as amended (the "Securities Act"), or any U.S. State securities
laws and may not be offered or sold in the United States to, or for the account or the benefit of, U.S. persons, as defined in Regulation S under the Securities Act
("U.S. person"), unless an exemption from the registration requirements of the Securities Act is available. See "Form of the Notes" for a description of the
manner in which Notes will be issued.
This Base Prospectus has been approved by the Central Bank of Ireland as competent authority under the Prospectus Directive. "Prospectus Directive" means
Directive 2003/71/EC (as amended, including by Directive 2010/73/EU). 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 that are to be
admitted to trading on the regulated market of the Irish Stock Exchange (the "Main Securities Market") or on another regulated market for the purposes of
Directive 2004/39/EC (the "Markets in Financial Instruments Directive") and/or that are to be offered to the public in any member state of the European
Economic Area in circumstances that require the publication of a prospectus. Application has been made to the Irish Stock Exchange for Notes issued under the
Programme during the period of 12 months from the date of this Base Prospectus to be admitted to its official list (the "Official List") and trading on the Main
Securities Market. References in this Base Prospectus to the Notes being "listed" (and all related references) shall mean that, unless otherwise specified in the
applicable Final Terms, the Notes have been admitted to the Official List and trading on the Main Securities Market. The Programme provides that Notes may be
listed or admitted to trading, as the case may be, on such other or further stock exchanges or markets as may be agreed between the relevant Issuer and the
relevant Dealer. The relevant Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any market.
Application has been made to the Capital Markets Board of Turkey (the "CMB"), in its capacity as competent authority under Law No. 6362 (the "Capital
Markets Law") of the Republic of Turkey ("Turkey") relating to capital markets, for the issuance and sale of Notes by the Issuers outside of Turkey. No
Tranche (as defined in "Terms and Conditions of the Notes") of Notes can be sold before the necessary approvals and an approved issuance certificate in respect
of such Tranche are obtained from the CMB. The CMB approvals relating to the issuance of Notes based upon which any offering of the Notes will be conducted
were obtained on 27 November 2015 in respect of Akbank, and on 4 February 2016 in respect of AKLease (the "CMB Approvals"), and an approved 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") which,
with respect to Notes to be listed on the Irish Stock Exchange, will be filed with the Central Bank of Ireland. Copies of such Final Terms will also be published
(i) on the Central Bank of Ireland's website at www.centralbank.ie and on the Irish Stock Exchange's website at www.ise.ie, or (ii) the relevant Issuer's website.
The Programme in respect of Akbank is rated BBB- by Fitch Ratings Ltd. ("Fitch") and Baa3 by Moody's Investors Service Limited ("Moody's" and, together
with Fitch and Standard & Poor's Credit Market Services Europe Limited ("S&P"), the "Rating Agencies"). The Programme in respect of AKLease is rated
BBB- by Fitch. 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 Programme by Fitch or Moody's, as the case may be. Each of the Rating Agencies is established in the European Union and is registered under Regulation
(EC) No. 1060/2009 (as amended) (the "CRA Regulation"). As such, each of the Rating Agencies is included in the list of credit rating agencies published by
the European Securities and Markets Authority on its website (at https://www.esma.europa.eu/supervision/credit-rating-agencies/risk) in accordance with the
CRA Regulation. Notes issued under the Programme may be rated either by Fitch or by Moody's, as applicable, or unrated. 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.
Arrangers and Dealers
Citigroup Standard Chartered Bank

Dealers
Barclays BNP PARIBAS BofA Merrill Lynch Commerzbank Deutsche Bank
Goldman Sachs HSBC
ING J.P. Morgan Mizuho Securities
International
National Bank Of Abu Société Générale
MUFG Wells Fargo Securities Mediobanca
Dhabi PJSC Corporate & Investment Banking
The date of this Base Prospectus is 5 August 2016.
This Base Prospectus comprises a base prospectus for the purposes of the Prospectus Directive.
Each of the Issuers accepts responsibility for the information contained in this Base Prospectus and
the Final Terms for each Tranche of Notes issued under the Programme. To the best of the
knowledge of each Issuer (each having taken all reasonable care to ensure that such is the case) the
information contained in this Base Prospectus is in accordance with the facts and does not omit
anything likely to affect the import of such information.
This Base Prospectus is to be read in conjunction with all documents which are incorporated herein
by reference (see "Documents Incorporated by Reference"). This Base Prospectus shall be read and
construed on the basis that such documents are incorporated in, and form part of, this Base
Prospectus.
To the fullest extent permitted by law, none of the Dealers accepts any responsibility, or makes any
representation, warranty or undertaking, express or implied, for the information contained or
incorporated by reference in this Base Prospectus or any other information provided by an Issuer in
connection with the Programme or for any statement inconsistent with this Base Prospectus made, or
purported to be made, by a Dealer or on its behalf in connection with the Programme. Each Dealer
accordingly disclaims all and any liability that it might otherwise have (whether in tort, contract or
otherwise) in respect of the accuracy or completeness of any such information or statements.
No person is or has been authorised by the Issuers 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 Issuers 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 Issuers or any of the Dealers that any recipient of this Base
Prospectus or any other information supplied in connection with the Programme or the 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 relevant 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 Issuers 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 Issuers 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
Issuers during the life of the Programme or to advise any investor in Notes issued under the
Programme 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. Neither the Issuers nor the Dealers 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
thereunder, or assume any responsibility for facilitating any such distribution or offering. In
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particular, no action has been taken by the Issuers 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 this Base
Prospectus nor any advertisement or other offering material may be distributed or published in any
jurisdiction, except under circumstances that will result in compliance with any 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), the Republic of Turkey ("Turkey"), the People's Republic of China ("PRC"),
Hong Kong and Japan, see "Subscription and Sale".
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 may only do so in
circumstances in which no obligation arises for an 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 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 an 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 relevant 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 or any other
securities commission or other regulatory authority in the United States and, other than the approvals
of the CMB described herein, have not been approved or disapproved by any other securities
commission or other regulatory authority in any other jurisdiction, nor has any such authority (other
than the Central Bank of Ireland 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 is unlawful.
None of the Dealers or the Issuers 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 should consider, either on its own or with the help of its financial and other
professional advisers, whether it:
(a) 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;
(b) 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;
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(c) 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;
(d) understands thoroughly the terms of the Notes and is familiar with the behaviour of financial
markets; and
(e) 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 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.
Each Issuer has obtained the CMB Approvals 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 relevant Issuer prior to the issue date of such Tranche of Notes.
The relevant Issuer shall obtain all authorisations and approvals of the CMB necessary for the offer,
sale and issue of each Tranche of Notes under the Programme, prior to such issue. The scope of the
above-mentioned CMB Approvals may be amended and/or new approvals from the CMB and/or the
Banking Regulation and Supervision Agency ("BRSA") may be obtained from time to time. Pursuant
to the CMB Approvals, 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 Banking Law numbered 5411 (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 Approvals. Under the CMB Approvals, 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. For more
information, see "Subscription and Sale—Selling Restrictions—Turkey".
PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Presentation of Financial Information
Presentation of Financial Information for Akbank
Akbank maintains its books of accounts and prepares its statutory financial statements in accordance with
the "Regulation on Accounting Applications for Banks and Safeguarding of Documents" published in the
Official Gazette No.26333 dated 1 November 2006 and in accordance with the regulations, communiqués,
interpretations and legislations related to the accounting and financial reporting principles published by the
BRSA and, in cases where a specific regulation is not made by the BRSA, Turkish Accounting Standards
("TAS") and Turkish Financial Reporting Standards ("TFRS") and related appendices and interpretations
put into effect by the Public Oversight Accounting and Auditing Standards Authority (the "POA")
(collectively, the "BRSA Principles"). Akbank maintains its books in Turkish Lira in accordance with the
Banking Law, Turkish Commercial Code and Turkish Tax Legislation. Akbank's foreign subsidiaries
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maintain their books of account and prepare their financial statements in accordance with the generally
accepted accounting principles and the related legislation applicable in the countries in which they operate.
Akbank's audited consolidated statutory financial statements and related notes thereto for the financial year
ended 31 December 2015 (the "Akbank 2015 BRSA Annual Financial Statements"), Akbank's audited
consolidated statutory financial statements and related notes thereto for the financial year ended 31
December 2014 (the "Akbank 2014 BRSA Annual Financial Statements"), Akbank's audited consolidated
statutory financial statements and related notes thereto for the financial year ended 31 December 2013 (the
"Akbank 2013 BRSA Annual Financial Statements") (collectively, the "Akbank BRSA Annual
Financial Statements"), Akbank’s unaudited consolidated statutory financial statements and related notes
thereto for the three month period ended 31 March 2016 (the "Akbank BRSA Interim Financial
Statements"), and Akbank’s unaudited consolidated statutory financial statements and related notes thereto
for the six month period ended 30 June 2016 (the “Akbank BRSA 30 June 2016 Interim Financial
Statements”) have been prepared and presented in accordance with BRSA Principles.
The Akbank BRSA Annual Financial Statements are prepared on the historical cost basis except for assets
and liabilities carried at fair value. The Akbank BRSA Annual Financial Statements are also prepared on a
consolidated basis with its financial subsidiaries.
Güney Bağımsız Denetim ve Serbest Muhasebeci Mali Müşavirlik A.Ş., a member of Ernst & Young Global
Limited ("EY"), audited in accordance with the "Regulation on Independent Audit of the Banks" published
in the Official Gazette No. 29314, dated 2 April 2015 and with the Independent Auditing Standards which is
a part of TAS promulgated by the POA:
(cid:129) the Akbank 2015 BRSA Annual Financial Statements and issued an audit report in respect thereof on
2 February 2016;
(cid:129) the Akbank 2014 BRSA Annual Financial Statements and issued an audit report in respect thereof on
2 February 2015; and
(cid:129) the Akbank 2013 BRSA Annual Financial Statements and issued an audit report in respect thereof on
5 February 2014.
EY reviewed in accordance with Standards on International Review Engagements No. 2410 "Limited
Review of Interim Financial Information Performed by the Independent Auditor of the Entity" the Akbank
BRSA Interim Financial Statements and issued a review report in respect thereof on 22 April 2016 and the
Akbank BRSA 30 June 2016 Interim Financial Statements and issued a review report in respect thereof on
27 July 2016.
Unless otherwise indicated, the financial information with respect to Akbank presented in this Base
Prospectus is based upon the convenience translation of Akbank BRSA Annual Financial Statements
incorporated by reference herein and have been extracted from the Akbank BRSA Annual Financial
Statements without material adjustment. The convenience translation of the Akbank BRSA Annual
Financial Statements, the convenience translation of the Akbank BRSA Interim Financial Statements and the
convenience translation of the Akbank BRSA 30 June 2016 Interim Financial Statements incorporated by
reference into this Base Prospectus, all of which are in English, were prepared as convenience translations of
the Akbank BRSA Annual Financial Statements, the Akbank BRSA Interim Financial Statements, and the
Akbank BRSA 30 June 2016 Interim Financial Statements originally issued in the Turkish language (which
translations Akbank confirms are direct and accurate).
The Akbank BRSA Annual Financial Statements, together with the respective notes thereto, the Akbank
BRSA Interim Financial Statements, together with the respective notes thereto, and the Akbank BRSA 30
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June 2016 Interim Financial Statements, together with the respective notes thereto, are incorporated by
reference into this Base Prospectus. See "Documents Incorporated by Reference".
BRSA Principles and IFRS
BRSA Principles differ from IFRS. As an example, the provisioning policy used in the preparation of IFRS
financial statements differs from that used under BRSA Principles. For example, under BRSA Principles,
provisioning is based on the length of the period of default whereas under IFRS, provisioning is based on an
evaluation made by management. For a discussion of the differences between BRSA Principles and IFRS,
see "Appendix 1—Overview of Significant Differences between IFRS and BRSA Accounting Principles".
Presentation of Financial Information for AKLease
AKLease maintains its books of accounts and prepares its statutory financial statements in accordance with
the Communiqué "Uniform Chart of Accounts and Disclosures to be Implemented by Financial Leasing,
Factoring and Financing Companies" issued by the BRSA and published in the Official Gazette No. 28861,
dated 24 December 2013, which refer to TAS and TFRS issued by the POA and additional explanations and
notes related to them and other decrees, notes and explanations related to accounting and financial reporting
principles published by the BRSA and other relevant rules promulgated by the Turkish Commercial Code,
the CMB and Turkish tax regulations.
AKLease's financial statements are based on the historical cost convention, except for the derivative
instruments which are stated at their fair values. The carrying values of recognised assets and liabilities that
are hedged items in fair value hedges, and otherwise carried at amortised cost, are adjusted to record changes
in fair value attributable to the risks that are being hedged.
Though AKLease is not required by Turkish law to prepare financial statements in accordance with
International Financial Reporting Standards ("IFRS"), including International Accounting Standards
("IAS") as promulgated by the International Accounting Standards Board ("IASB") and interpretations
issued by the Standards Interpretations Committee of IASB, AKLease's audited financial statements and
related notes thereto for the financial year ended 31 December 2015 (the "AKLease 2015 IFRS Annual
Financial Statements"), AKLease's audited financial statements and related notes thereto for the financial
year ended 31 December 2014 (the "AKLease 2014 IFRS Annual Financial Statements"), and AKLease's
audited financial statements and related notes thereto for the financial year ended 31 December 2013 (the
"AKLease 2013 IFRS Annual Financial Statements") (collectively, the "AKLease IFRS Annual
Financial Statements") have been prepared and presented in accordance with IFRS. AKLease’s unaudited
balance sheet and income statement for the six month period ended 30 June 2016 (the “AKLease BRSA
Interim Financial Statements”) have been prepared and presented in accordance with BRSA.
EY audited in accordance with International Standards on Auditing:
(cid:129) the AKLease 2015 IFRS Annual Financial Statements and issued an audit report in respect thereof on
29 February 2016;
(cid:129) the AKLease 2014 IFRS Annual Financial Statements and issued an audit report in respect thereof on
25 February 2015; and
(cid:129) the AKLease 2013 IFRS Annual Financial Statements and issued an audit report in respect thereof on
25 March 2014.
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EY reviewed in accordance with Standards on International Review Engagements No. 2410 "Limited
Review of Interim Financial Information Performed by the Independent Auditor of the Entity" the AKLease
BRSA Interim Financial Statements.
Unless otherwise indicated, the financial information about AKLease presented herein is based upon the
AKLease IFRS Annual Financial Statements.
The AKLease IFRS Annual Financial Statements, together with the respective notes thereto, and the
AkLease BRSA Interim Financial Statements are incorporated by reference into this Base Prospectus. See
"Documents Incorporated by Reference".
Rounding
Certain figures included in this Base Prospectus have been subject to rounding adjustments (e.g., certain
U.S. Dollar and Turkish Lira amounts have been rounded to the nearest million and or thousand, as
applicable). Accordingly, figures shown for 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 that
precede them.
Currency Presentation and Exchange Rate Information
Unless otherwise indicated, references to "TL", including with respect to the Akbank BRSA Annual
Financial Statements and the AKLease IFRS Annual Financial Statements, are references to the Turkish
currency rounded to the nearest thousand. Unless otherwise indicated, references to "U.S. $", "$", "U.S.
Dollars" or "Dollars" in this Base Prospectus are to United States Dollars rounded to the nearest million.
Unless otherwise indicated, references to "EUR", "Euro" and "€" are to the single currency of the
participating member states of the European Union that was adopted pursuant to the Treaty of Rome of
27 March 1957, as amended by the Single European Act 1986 and the Treaty on European Union of
7 February 1992, as amended. Unless otherwise indicated, references to "Sterling" or "£" are to pounds
sterling and references to "Renminbi" or "RMB" are 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 Administrative Region of the PRC and Taiwan.
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 will have
the meaning attributed thereto in "Terms and Conditions of the Notes" or any other section of this Base
Prospectus.
In this Base Prospectus and except where the context otherwise requires, references to "Akbank" or the
"Akbank Group" are to Akbank T.A.Ş., either alone or together with its consolidated subsidiaries, as the
context requires. References to "AKLease" are to AK Finansal Kiralama A.Ş. Each of Akbank and
AKLease is an "Issuer" and, together, the "Issuers".
In this Base Prospectus, any reference to Euroclear and/or Clearstream, Luxembourg (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 as may otherwise be
approved by the relevant Issuer and the Fiscal Agent.
All of the information contained in this Base Prospectus concerning the Turkish market and Akbank's
competitors has been obtained (and extracted without material adjustment) from publicly available
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information. Where third-party information has been used in this Base Prospectus, the source of such
information has been identified. Each of the Issuers 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 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 either of the Issuers 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.
Each of the Issuers has derived substantially all of the information contained in this Base Prospectus
concerning the Turkish market and its competitors, which may include estimates or approximations, from
publicly available information, including press releases and filings made under various securities laws.
Unless otherwise indicated, all data relating to the Turkish banking sector in this Base Prospectus has been
obtained from the BRSA's website at http://www.bddk.org.tr and The Banks Association of Turkey's website
at http://www.tbb.org.tr; all data relating to the Turkish financial leasing sector has been obtained from the
BRSA's website at http://www.bddk.org.tr, the Turkish financial leasing association FiDER ("FiDER") from
its website at http://www.fider.org.tr (as of and for the first half of 2015), and the Association of Financial
Institutions (the "Union"), as the successor association of FiDER and two other related associations, from its
website at http://www.fkb.org.tr (as of and for the year ended 31 December 2014 and 2015); 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 http://www.turkstat.gov.tr, the Central Bank
of Turkey (the "Central Bank") website at http://www.tcmb.gov.tr, and the Turkish Treasury's website at
http://www.hazine.gov.tr. Data has been downloaded/observed on various days between the months of
January and May 2016 and may be the result of calculations made by the Issuers and therefore may not
appear in the exact same form on such websites or elsewhere. Such websites do not form a part of, and are
not incorporated into, this Base Prospectus. Unless otherwise indicated, the sources for statements and data
concerning the Issuers and their business are based on best estimates and assumptions of the respective
Issuer's management. Management believes that these assumptions are reasonable and that its estimates
have been prepared with due care. The data concerning each of the Issuers included herein, whether based
on external sources or based on the respective Issuer's management internal research, constitute the best
current estimates of the information described.
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 Akbank's shareholders (including ownership levels and agreements) in "Overview of
the Issuers and the Programme—Overview of Akbank", "Information about Akbank—Business" and
"Information about Akbank—Ownership" has been based upon public filings and announcements by such
shareholders.

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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 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.
Notwithstanding anything herein to the contrary, each Issuer may not (whether through over-allotment or
otherwise) issue more Notes than have been approved by the CMB.
9
TABLE OF CONTENTS
Page
RISK FACTORS ............................................................................................................................................. 11
I. RISKS RELATED TO AKBANK ............................................................................................................. 11
II. RISKS RELATED TO AKLEASE ............................................................................................................ 27
III. GENERAL RISKS ..................................................................................................................................... 38
ENFORCEMENT OF JUDGMENTS AND SERVICE OF PROCESS ......................................................... 63
DOCUMENTS INCORPORATED BY REFERENCE .................................................................................. 65
FORWARD-LOOKING STATEMENTS ....................................................................................................... 67
OVERVIEW OF THE ISSUERS AND THE PROGRAMME ....................................................................... 69
FORM OF THE NOTES ................................................................................................................................. 79
APPLICABLE FINAL TERMS ...................................................................................................................... 83
TERMS AND CONDITIONS OF THE NOTES ............................................................................................ 96
USE OF PROCEEDS .................................................................................................................................... 136
INFORMATION ABOUT AKBANK ........................................................................................................... 137
Selected Financial Information ......................................................................................................... 137
Capitalisation .................................................................................................................................... 140
Business ............................................................................................................................................ 141
Risk Management ............................................................................................................................. 168
Management ..................................................................................................................................... 198
Ownership and the Sabancı Group ................................................................................................... 205
Related Party Transactions ............................................................................................................... 208
Turkish Regulatory Environment for Banks ..................................................................................... 210
INFORMATION ABOUT AKLEASE.......................................................................................................... 245
Selected Financial Information ......................................................................................................... 245
Capitalisation .................................................................................................................................... 247
Business ............................................................................................................................................ 247
Risk Management ............................................................................................................................. 263
Management ..................................................................................................................................... 269
Ownership ......................................................................................................................................... 274
Related Party Transactions ............................................................................................................... 275
Turkish Regulatory Environment for Financial Leasing .................................................................. 276
TAXATION ................................................................................................................................................... 287
SUBSCRIPTION AND SALE ...................................................................................................................... 291
GENERAL INFORMATION ........................................................................................................................ 297

Appendix 1

1. Overview of Significant Differences between IFRS and BRSA Accounting Principles .................. 302

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