IMPORTANT NOTICE THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1) QIBs (AS DEFINED BELOW) UNDER RULE 144A OR (2) NON-U.S. PERSONS (AS DEFINED BELOW) OUTSIDE OF THE UNITED STATES IMPORTANT: You must read the following before continuing. The following applies to the Offering Memorandum following this page, and you are therefore advised to read this carefully before reading, accessing or making any other use of the Offering Memorandum. In accessing the Offering Memorandum, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from the Bank (as defined in the Offering Memorandum) as a result of such access. THE OFFERING MEMORANDUM IS NOT AN OFFER TO SELL SECURITIES AND THE BANK IS NOT SOLICITING OFFERS TO BUY SECURITIES IN ANY JURISDICTION WHERE SUCH OFFER OR SALE IS NOT PERMITTED. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. 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 SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (‘‘U.S. PERSONS’’) AS DEFINED IN REGULATION S (‘‘REGULATION S’’) UNDER THE SECURITIES ACT, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE FOLLOWING OFFERING MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER AND IN PARTICULAR MAY NOT BE FORWARDED TO ANY U.S. PERSON OR TO ANY U.S. ADDRESS. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORIZED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE SECURITIES DESCRIBED THEREIN. Confirmation of your Representation: In order to be eligible to view this Offering Memorandum or make an investment decision with respect to the securities described herein, investors must be either (1) qualified institutional buyers (‘‘QIBs’’) within the meaning of Rule 144A (‘‘Rule 144A’’) under the Securities Act or (2) non-U.S. Persons outside of the United States. This Offering Memorandum is being sent at your request and by accepting the e-mail and accessing this Offering Memorandum, you shall be deemed to have represented to the Bank and the Initial Purchasers (as defined below) that (1) you and any customers you represent are either (a) QIBs or (b) persons other than U.S. Persons outside of the United States, that the electronic mail address that you gave the Bank and to which this e-mail has been delivered is not located in the United States and that any purchase of the securities described in this Offering Memorandum by you would constitute an offshore transaction as defined in Regulation S and (2) you consent to delivery of such Offering Memorandum by electronic transmission. You are reminded that this Offering Memorandum has been delivered to you on the basis that you are a person into whose possession this Offering Memorandum may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorized to, deliver or disclose the contents of this Offering Memorandum to any other person. The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and any of the Initial Purchasers or any affiliate of the Initial Purchasers is a licensed broker or dealer in the relevant jurisdiction, the offering shall be deemed to be made by such Initial Purchaser or such affiliate on behalf of the issuer in such jurisdiction. This Offering Memorandum has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently, none of Citigroup Global Markets Limited, Morgan Stanley & Co. International plc, Standard Chartered Bank or The Royal Bank of Scotland plc (as ‘‘Initial Purchasers’’), or the Bank nor any person who controls any of them, nor any director, officer, employee nor agent of any of them or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Offering Memorandum distributed to you in electronic format and the hard copy version available to you on request from any of the Initial Purchasers. You are responsible for protecting against viruses and other destructive items. Your use of this e-mail is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature. This Offering Memorandum is being distributed only to and directed only at (i) persons who are outside the United Kingdom, (ii) investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the ‘‘Financial Promotion Order’’), (iii) high net worth entities as defined in the Financial Promotion Order or (iv) those persons to whom it may otherwise lawfully be communicated falling within Article 49(2)(a) to (e) of the Financial Promotion Order or Article 43 of the Financial Promotion Order (all such persons together being referred to as ‘‘relevant persons’’). This Offering Memorandum is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this Offering Memorandum relates is available only to relevant persons and will be engaged in only with relevant persons. OFFERING MEMORANDUM FINANS BANK A.¸S. 26APR201119225981 a Turkish banking institution organized as a joint stock company US$350,000,000 5.15% Notes due 2017 Finans Bank A.¸S., a Turkish banking institution organized as a joint stock company (‘‘Finansbank’’, the ‘‘Bank’’ or the ‘‘Issuer’’), is issuing US$350,000,000 5.15% Notes due 2017 (the ‘‘Notes’’). The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the ‘‘Securities Act’’), or the securities or ‘‘blue sky’’ laws of any state or other jurisdiction of the United States of America (‘‘United States ‘‘or ‘‘U.S.’’), the Republic of Turkey (‘‘Turkey’’), the United Kingdom or any other jurisdiction, and are being offered: (a) for sale in the United States to qualified institutional buyers (each a ‘‘QIB’’) as defined in, and in reliance upon, Rule 144A (‘‘Rule 144A’’) under the Securities Act (the ‘‘U.S. Offering’’) and (b) for sale outside the United States to persons other than U.S. persons (‘‘U.S. Persons’’) as defined in, and in reliance upon, Regulation S (‘‘Regulation S’’) under the Securities Act (the ‘‘International Offering’’ and, with the U.S. Offering, the ‘‘Offering’’). For a description of certain restrictions on sale and transfer of the Notes, see ‘‘Plan of Distribution’’, beginning on page 162, ‘‘Additional Selling Restrictions’’, beginning on page 164, and ‘‘Transfer Restrictions’’, beginning on page 165. As described further herein, the net proceeds of the Notes will be used by the Issuer for the Issuer’s general corporate purposes. Interest on the Notes will be paid on May 1 and November 1 in each year; provided, that, if any such date is not a Business Day (as defined herein), then such payment will be made on the next Business Day. Principal of the Notes is scheduled to be paid on November 1, 2017, but may be paid earlier under certain circumstances as further described herein. The Notes initially will be sold to investors at a price equal to 99.025% of the principal amount thereof. Application has been made to the Financial Services Authority (in its capacity as competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000) (the ‘‘UK Listing Authority’’) for the Notes to be admitted to listing on the official list of the UK Listing Authority (the ‘‘Official List’’) and to the London Stock Exchange plc (the ‘‘London Stock Exchange’’) for such Notes to be admitted to trading on the London Stock Exchange’s Regulated Market (the ‘‘Market’’). References in this Offering Memorandum to the Notes being ‘‘listed’’ (and all related references) shall mean that the Notes have been admitted to listing on the Official List and have been admitted to trading on the Market. The Market is a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments. Application has been made to the Capital Markets Board of Turkey (the ‘‘CMB’’) in its capacity as competent authority under Law No. 2499 of the Republic of Turkey relating to capital markets (the ‘‘Capital Markets Law’’) for the registration of the Notes with the CMB and the issuance of the Notes by the Bank outside Turkey.