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Disclaimer
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THIS PRESENTATION IS NOT AN OFFER OR SOLICITATION OF AN OFFER TO BUY OR SELL SECURITIES IT IS SOLELY FOR USE AT THIS ROADSHOW PRESENTATION AND IS PROVIDED FOR INFORMATION ONLY. THIS PRESENTATION DOES NOT CONTAIN ALL THE INFORMATION THAT IS MATERIAL TO AN INVESTOR. BY ATTENDING THE PRESENTATION OR BY READING THE PRESENTATION SLIDES YOU AGREE TO BE BOUND AS FOLLOWS: THIS PRESENTATION HAS BEEN PREPARED BY HAZINE MÜSTESARLIGI VARLIK KIRALAMA ANONIM SIRKETI (THE "ISSUER") AND IS CONFIDENTIAL AND DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, AN OFFER OR INVITATION TO SUBSCRIBE FOR, UNDERWRITE OR OTHERWISE ACQUIRE, OR A RECOMMENDATION REGARDING, ANY SECURITIES OF THE ISSUER NOR SHOULD IT OR ANY PART OF IT FORM THE BASIS OF OR BE RELIED ON IN CONNECTION WITH (I) ANY CONTRACT TO PURCHASE OR SUBSCRIBE FOR ANY SECURITIES OF THE ISSUER, OR (II) ANY OTHER CONTRACT OR COMMITMENT WHATSOEVER. ANY PERSON CONSIDERING THE PURCHASE OF ANY SUCH SECURITIES MUST INFORM HIMSELF INDEPENDENTLY BASED SOLELY ON THE FINAL PROSPECTUS BEFORE TAKING ANY INVESTMENT DECISION. THE FINAL PROSPECTUS WILL BE ISSUED IN DUE COURSE AND MAY CONTAIN INFORMATION DIFFERENT FROM THE INFORMATION CONTAINED HEREIN. THIS PRESENTATION DOES NOT CONTAIN ALL OF THE INFORMATION THAT AN INVESTOR MAY REQUIRE TO MAKE AN INVESTMENT DECISION. THIS PRESENTATION HAS BEEN MADE TO YOU SOLELY FOR YOUR INFORMATION AND BACKGROUND FOR DISCUSSION PURPOSES ONLY AND MAY BE AMENDED AND SUPPLEMENTED AND MAY NOT BE RELIED UPON FOR THE PURPOSE OF ENTERING INTO ANY TRANSACTION. THIS PRESENTATION AND ITS CONTENTS ARE CONFIDENTIAL AND PROPRIETARY TO THE ISSUER AND NO PART OF IT OR ITS SUBJECT MATTER MAY BE REPRODUCED, REDISTRIBUTED, PASSED ON, OR THE CONTENTS OTHERWISE DIVULGED, DIRECTLY OR INDIRECTLY, TO ANY OTHER PERSON (EXCLUDING THE RELEVANT PERSON’S PROFESSIONAL ADVISERS) OR PUBLISHED IN WHOLE OR IN PART FOR ANY PURPOSE WITHOUT THE PRIOR WRITTEN CONSENT OF CITIGROUP GLOBAL MARKETS LIMITED, KFH CAPITAL INVESTMENT COMPANY K.S.C.C. AND STANDARD CHARTERED BANK (COLLECTIVELY, THE "JOINT LEAD MANAGERS"), AND THE ISSUER. IF THIS PRESENTATION HAS BEEN RECEIVED IN ERROR IT MUST BE RETURNED IMMEDIATELY TO THE ISSUER. THIS PRESENTATION IS NOT DIRECTED TO, OR INTENDED FOR DISTRIBUTION TO OR USE BY, ANY PERSON OR ENTITY THAT IS A CITIZEN OR RESIDENT OR LOCATED IN ANY LOCALITY, STATE, COUNTRY OR OTHER JURISDICTION WHERE SUCH DISTRIBUTION, PUBLICATION, AVAILABILITY OR USE WOULD BE CONTRARY TO LAW OR REGULATION OR WHICH WOULD REQUIRE ANY REGISTRATION OR LICENSING WITHIN SUCH JURISDICTION. NEITHER THIS PRESENTATION NOR ANY COPY HEREOF MAY BE SENT, OR TAKEN, TRANSMITTED OR DISTRIBUTED DIRECTLY OR INDIRECTLY IN, THE UNITED STATES, ITS TERRITORIES OR POSSESSIONS, AUSTRALIA, CANADA OR JAPAN. THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES, ABSENT REGISTRATION OR AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THE ISSUER DOES NOT INTEND TO REGISTER ANY PORTION OF THE OFFERING IN THE UNITED STATES OR CONDUCT A PUBLIC OFFERING OF SECURITIES IN THE UNITED STATES. THIS PRESENTATION IS ONLY BEING PROVIDED TO (I) PERSONS THAT ARE "QUALIFIED INSTITUTIONAL BUYERS" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT ("QIBS") IN RELIANCE ON THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144A UNDER THE SECURITIES ACT AND QUALIFIED PURCHASERS AS DEFINED IN SECTION 2(A)(51)(A) OF THE U.S. INVESTMENT COMPANY ACT OF 1940, AS AMENDED ("QPS") OR (II) PERSONS OUTSIDE THE UNITED STATES IN CONNECTION WITH OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT. BY ACCEPTING DELIVERY OF THIS PRESENTATION THE RECIPIENT WARRANTS AND ACKNOWLEDGES THAT IT FALLS WITHIN THE CATEGORY OF PERSONS UNDER (I) OR (II) ABOVE. ANY SECURITIES DESCRIBED IN THIS COMMUNICATION WHICH DO NOT CONSTITUTE "ALTERNATIVE FINANCE INVESTMENT BONDS" ("AFIBS") WITHIN THE MEANING OF ARTICLE 77A OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (REGULATED ACTIVITIES) (AMENDMENT) ORDER 2010 WILL REPRESENT INTERESTS IN A COLLECTIVE INVESTMENT SCHEME (AS DEFINED IN THE FINANCIAL SERVICES AND MARKETS ACT 2000 (THE "FSMA")) WHICH HAS NOT BEEN AUTHORISED, RECOGNISED OR OTHERWISE APPROVED BY THE UNITED KINGDOM FINANCIAL CONDUCT AUTHORITY. ACCORDINGLY, THE SECURITIES MUST NOT BE MARKETED IN THE UNITED KINGDOM TO THE GENERAL PUBLIC AND THIS COMMUNICATION IS NOT BEING DISTRIBUTED TO, AND MUST NOT BE PASSED ON TO, THE GENERAL PUBLIC IN THE UNITED KINGDOM. THIS COMMUNICATION AND ANY OTHER MARKETING MATERIALS RELATING TO THE SECURITIES IS BEING ADDRESSED TO, OR DIRECTED AT: (A) IF THE SECURITIES ARE AFIBS AND THE DISTRIBUTION IS BEING EFFECTED BY A PERSON WHO IS NOT AN AUTHORISED PERSON UNDER THE FSMA, ONLY THE FOLLOWING PERSONS (I) PERSONS WHO ARE INVESTMENT PROFESSIONALS AS DEFINED IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "FINANCIAL PROMOTION ORDER"), (II) PERSONS FALLING WITHIN ANY OF THE CATEGORIES OF PERSONS DESCRIBED IN ARTICLE 49 (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE FINANCIAL PROMOTION ORDER, AND (III) ANY OTHER PERSON TO WHOM IT MAY OTHERWISE LAWFULLY BE MADE IN ACCORDANCE WITH THE FINANCIAL PROMOTION ORDER; AND (B) IF THE SECURITIES ARE NOT AFIBS AND THE DISTRIBUTION IS EFFECTED BY A PERSON WHO IS AN AUTHORISED PERSON UNDER THE FSMA, ONLY THE FOLLOWING PERSONS (I) PERSONS FALLING WITHIN ONE OF THE CATEGORIES OF INVESTMENT PROFESSIONAL AS DEFINED IN ARTICLE 14(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (PROMOTION OF COLLECTIVE INVESTMENT SCHEMES) (EXEMPTIONS) ORDER 2001 (THE "PROMOTION OF CISS ORDER"), (II) PERSONS FALLING WITHIN ANY OF THE CATEGORIES OF PERSON DESCRIBED IN ARTICLE 22 (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE PROMOTION OF CISS ORDER, AND (III) ANY OTHER PERSON TO WHOM IT MAY OTHERWISE LAWFULLY BE MADE IN ACCORDANCE WITH THE PROMOTION OF CISS ORDER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS") THIS PRESENTATION MUST NOT BE ACTED OR RELIED UPON BY PERSONS OTHER THAN RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS COMMUNICATION RELATES IS AVAILABLE ONLY TO (I) IN THE UNITED KINGDOM, RELEVANT PERSONS, AND (II) IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA OTHER THAN THE UNITED KINGDOM, "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE (DIRECTIVE 2003/71/EC), AS AMENDED (WHICH INCLUDES THE AMENDMENTS MADE BY DIRECTIVE 2010/73/EU), AND WILL BE ENGAGED IN ONLY WITH SUCH PERSONS. THIS PRESENTATION CONTAINS FORWARD-LOOKING STATEMENTS. THE WORDS "BELIEVE", "EXPECT", "ANTICIPATE", "INTEND", "PLAN", "ESTIMATE", "EXPECT", "PROJECT", "WILL", "MAY" AND SIMILAR EXPRESSIONS AS WELL AS STATEMENTS OTHER THAN STATEMENTS OF HISTORICAL FACTS INCLUDING, WITHOUT LIMITATION, THOSE REGARDING FINANCIAL POSITION, BUSINESS STRATEGY, PLANS AND OBJECTIVES OF MANAGEMENT FOR FUTURE OPERATIONS (INCLUDING DEVELOPMENT PLANS AND OBJECTIVES) IDENTIFY FORWARDLOOKING STATEMENTS. SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER IMPORTANT FACTORS WHICH MAY AFFECT THE ISSUER'S ABILITY TO IMPLEMENT AND ACHIEVE THE ECONOMIC AND MONETARY POLICIES, BUDGETARY PLANS, FISCAL GUIDELINES AND OTHER DEVELOPMENT BENCHMARKS SET OUT IN SUCH FORWARD-LOOKING STATEMENTS AND WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD LOOKING STATEMENTS. SUCH FORWARD LOOKING STATEMENTS ARE BASED ON NUMEROUS ASSUMPTIONS REGARDING THE ISSUER’S PRESENT AND FUTURE POLICIES AND PLANS AND THE ENVIRONMENT INWHICH THE ISSUER WILL OPERATE IN THE FUTURE. FURTHERMORE, CERTAIN FORWARD-LOOKING STATEMENTS ARE BASED ON ASSUMPTIONS OR FUTURE EVENTS WHICH MAY NOT PROVE TO BE ACCURATE. THE FORWARD-LOOKING STATEMENTS IN THIS PRESENTATION SPEAK ONLY AS OF THE DATE OF THIS PRESENTATION AND THE ISSUER EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ANY OBLIGATION OR UNDERTAKING TO DISSEMINATE ANY UPDATES OR REVISIONS TO ANY FORWARD-LOOKING STATEMENTS CONTAINED HEREIN TO REFLECT ANY CHANGE IN EXPECTATIONS WITH REGARD THERETO OR ANY CHANGE IN EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH ANY SUCH STATEMENT IS BASED. NOTHING IN THE FOREGOING IS INTENDED TO OR SHALL EXCLUDE ANY LIABILITY FOR, OR REMEDY IN RESPECT OF, FRAUDULENT MISREPRESENTATION. THE STATISTICAL INFORMATION IN THIS PRESENTATION HAS BEEN DERIVED FROM A NUMBER OF DIFFERENT IDENTIFIED SOURCES. ALL STATISTICAL INFORMATION PROVIDED IN THIS PRESENTATION MAY DIFFER FROM THAT PRODUCED BY OTHER SOURCES FOR A VARIETY OF REASONS, INCLUDING THE USE OF DIFFERENT DEFINITIONS AND CUT-OFF TIMES. THE SOURCE FOR MOST OF THE FINANCIAL AND DEMOGRAPHIC STATISTICS FOR TURKEY INCLUDED IN THIS PRESENTATION IS DATA PREPARED BY TURKSTAT, THE TURKISH STATISTICAL INSTITUTE. CERTAIN OTHER FINANCIAL AND STATISTICAL INFORMATION CONTAINED HEREIN HAS BEEN DERIVED FROM OFFICIAL TURKISH GOVERNMENT SOURCES INCLUDING THE MINISTRY OF FINANCE. THE STATISTICAL INFORMATION PRESENTED HEREIN IS BASED ON THE LATEST OFFICIAL INFORMATION CURRENTLY AVAILABLE FROM THE STATED SOURCE. SEVERAL STATISTICS ARE PROVISIONAL AND ARE NOTED AS SUCH WHERE PRESENTED. THE DEVELOPMENT OF STATISTICAL INFORMATION RELATING TO TURKEY IS, HOWEVER, AN ONGOING PROCESS, AND REVISED FIGURES AND ESTIMATES ARE PRODUCED ON A CONTINUOUS BASIS. FIGURES PRESENTED MAY BE SUBJECT TO ROUNDING. THE INFORMATION IN THIS PRESENTATION HAS NOT BEEN INDEPENDENTLY VERIFIED, INCLUDING BY ANY OF THE JOINT LEAD MANAGERS. NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IS MADE AS TO THE FAIRNESS, ACCURACY OR COMPLETENESS OF THE PRESENTATION AND THE INFORMATION CONTAINED HEREIN AND NO RELIANCE SHOULD BE PLACED ON
- IT. INFORMATION OTHER THAN INDICATIVE TERMS (INCLUDING MARKET DATA AND STATISTICAL INFORMATION) HAS BEEN OBTAINED FROM VARIOUS SOURCES. ALL PROJECTIONS, VALUATIONS AND STATISTICAL ANALYSES ARE PROVIDED TO ASSIST THE RECIPIENT IN THE EVALUATION OF MATTERS DESCRIBED HEREIN. THEY MAY BE BASED ON SUBJECTIVE ASSESSMENTS AND
ASSUMPTIONS AND MAY USE ONE AMONG ALTERNATIVE METHODOLOGIES THAT PRODUCE DIFFERENT RESULTS AND TO THE EXTENT THEY ARE BASED ON HISTORICAL INFORMATION, THEY SHOULD NOT BE RELIED UPON AS AN ACCURATE PREDICTION OF FUTURE PERFORMANCE. NONE OF THE JOINT LEAD MANAGERS, THE ISSUER, THEIR RESPECTIVE ADVISERS, CONNECTED PERSONS OR ANY OTHER PERSON ACCEPTS ANY LIABILITY WHATSOEVER FOR ANY LOSS HOWSOEVER ARISING, DIRECTLY OR INDIRECTLY, FROM THIS PRESENTATION OR ITS CONTENTS. THE INFORMATION CONTAINED HEREIN IS SUBJECT TO CHANGE WITHOUT NOTICE. THE JOINT LEAD MANAGERS OR THEIR RESPECTIVE NOMINATED AFFILIATES ARE ACTING FOR THE ISSUER AND NO ONE ELSE IN CONNECTION WITH THE PROPOSALS REFERRED TO IN THIS PRESENTATION AND WILL NOT BE RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING THE PROTECTIONS AFFORDED TO ITS CLIENTS, OR FOR PROVIDING ADVICE IN RELATION TO SUCH
- PROPOSALS. THE INFORMATION CONTAINED HEREIN IS SUBJECT TO CHANGE WITHOUT NOTICE. THE JOINT LEAD MANAGERS, THEIR AFFILIATES, AGENTS, DIRECTORS, PARTNERS AND EMPLOYEES MAY MAKE PURCHASES AND SALES AS PRINCIPAL OR AGENT OR MAY ACT AS MARKET MAKER OR PROVIDE INVESTMENT BANKING OR OTHER SERVICES.
MIFID II PROFESSIONALS/ECPS-ONLY/NO PRIIPS KID – MANUFACTURER TARGET MARKET (MIFID II PRODUCT GOVERNANCE) IS ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ONLY (ALL DISTRIBUTION CHANNELS). NO PRIIPS KEY INFORMATION DOCUMENT (KID) HAS BEEN PREPARED AS NOT AVAILABLE TO RETAIL IN EEA. IN CONNECTION WITH SECTION 309(B) OF THE SECURITIES AND FUTURES ACT (CHAPTER 289) OF SINGAPORE (THE "SFA") AND THE SECURITIES AND FUTURES (CAPITAL MARKETS PRODUCTS) REGULATIONS 2018 OF SINGAPORE (THE CMP REGULATIONS 2018), THE ISSUER HAS DETERMINED, AND HEREBY NOTIFIES ALL RELEVANT PERSONS (AS DEFINED IN SECTION 309(A)(1) OF THE SFA), THAT THE SECURITIES TO WHICH THIS PRESENTATION RELATES ARE PRESCRIBED CAPITAL MARKETS PRODUCTS (AS DEFINED IN THE CMP REGULATIONS 2018) AND EXCLUDED INVESTMENT PRODUCTS (AS DEFINED IN MAS NOTICE SFA 04-N12: NOTICE ON THE SALE OF INVESTMENT PRODUCTS AND MAS NOTICE FAA-N16: NOTICE ON RECOMMENDATIONS ON INVESTMENT PRODUCTS).