MERRILL CORPORATION BPRICEA// 9-MAY-11 02:27 DISK123:[11ZBG1.11ZBG75001]BA75001A.;29 mrll_0909.fmt Free: 276DM/0D Foot: 0D/ 0D VJ J1:1Seq: 1 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;91 6 C Cs: 62725 OFFERING MEMORANDUM FINANS BANK A.¸S. 26APR201119225981 a Turkish banking institution organized as a joint stock company US$500,000,000 5.5% Notes due 2016 Finans Bank A.S., a Turkish banking institution organized as a joint stock company (‘‘Finansbank’’, the ‘‘Bank’’ or the ‘‘Issuer’’), is issuing US$500,000,000 5.5% Notes due 2016 (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 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 (the ‘‘U.S. Offering’’) 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 and (b) for sale (the ‘‘International Offering’’ and, with the U.S. Offering, the ‘‘Offering’’) outside the United States in reliance upon Regulation S (‘‘Regulation S’’) under the Securities Act. For a description of certain restrictions on sale and transfer of the Notes, see ‘‘Plan of Distribution’’, beginning on page 147, ‘‘Additional Selling Restrictions’’, beginning on page 149, and ‘‘Transfer Restrictions’’, beginning on page 150. As described further herein, the gross 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 11 and November 11 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 May 11, 2016, 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 99.384% of the principal amount thereof. Application has been made to the Financial Services Authority in its capacity as competent authority under 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 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. The issuance of the Notes was approved by the CMB on April 28, 2011, and the registration certificate relating to the Notes is expected to be obtained from the CMB on or about May 10, 2011. The Notes are expected on issue to be rated BBBǁ by Fitch Ratings Ltd. (‘‘Fitch’’) and Ba1 by Moody’s Investors Services Limited (‘‘Moody’s’’, together with Fitch, the ‘‘Rating Agencies’’). A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organization. As at the date of this Offering Memorandum, each of the Rating Agencies is established in the European Union and has applied for registration under Regulation (EU) No 1060/2009 (the ‘‘CRA Regulation’’), although notification of the corresponding registration decision has not yet been provided by the relevant competent authority. In general, European regulated investors are restricted from using a rating for regulatory purposes if such rating is not issued by a credit rating agency established in the European Union and registered under the CRA Regulation unless the rating is provided by a credit rating agency operating in the European Union before June 7, 2010 which has submitted an application for registration in accordance with the CRA Regulation and such registration is not refused. All payments in respect of the Notes by or on behalf of the Issuer shall be made without withholding or deduction for, or on account of, any present or future Taxes (as defined in Condition 9) imposed or levied by or on behalf of the Relevant Jurisdiction (as defined in Condition 9), unless the withholding or deduction of the Taxes is required by law. In that event, the Issuer will pay such additional amounts as may be necessary in order that the net amounts received by the Noteholders after the withholding or deduction shall equal the respective amounts which would have been receivable in respect of the Notes in the absence of such withholding or deduction. The withholding tax rate on interest payments in respect of Turkish bonds issued outside of Turkey varies depending on the original maturity of such bonds as specified under decree numbered 2010/1182 dated December 20, 2010 (the ‘‘Decree’’). Pursuant to the Decree, with respect to bonds with a maturity of 5 years and more, the withholding tax rate on interest is 0%. Accordingly, the withholding tax rate on interest on the Notes is 0%. INVESTING IN THE NOTES INVOLVES RISKS. PROSPECTIVE INVESTORS SHOULD CONSIDER THE FACTORS SET FORTH UNDER ‘‘RISK FACTORS’’ BEGINNING ON PAGE 7 OF THIS OFFERING MEMORANDUM. For a more detailed description of the Notes, see ‘‘Conditions of the Notes’’ beginning on page 125. The Notes are being offered under Rule 144A and under Regulation S by Citigroup Global Markets Limited, Deutsche Bank AG, London Branch, HSBC Bank plc and Standard Chartered Bank (collectively, the ‘‘Initial Purchasers’’), subject to their acceptance and right to reject orders in whole or in part. It is expected that delivery of the Notes will be made in book-entry form only through the facilities of the Depository Trust Company (‘‘DTC’’), including for the account of Euroclear and/or Clearstream Banking, soci´et´e anonyme, Luxembourg (‘‘Clearstream’’), against payment therefor in immediately available funds on May 11, 2011 (i.e., the fourth business day following the date of pricing of the Notes (such date being referred to herein as the ‘‘Closing Date’’ and such settlement cycle being herein referred to as ‘‘T+4’’)). Citi Deutsche Bank HSBC Standard Chartered Bank The date of this Offering Memorandum is May 9, 2011. Troy Prospectus Proj: P10850LON11 Job: 11ZBG75001 (11-10850-1) Page Dim: 8.250 X 11.750⍯ Copy Dim: 40. X 64. File: BA75001A.;29 MERRILL CORPORATION BPRICEA// 9-MAY-11 02:26 DISK123:[11ZBG1.11ZBG75001]BC75001A.;17 mrll_0909.fmt Free: 2420DM/0D Foot: 0D/ 0D VJ RSeq: 1 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;91 6 C Cs: 14755 This offering memorandum (the ‘‘Offering Memorandum’’) constitutes a prospectus for the purpose of Article 5 of Directive 2003/71/EC (the ‘‘Prospectus Directive’’) and for the purpose of giving information with regard to the Issuer and the Notes which, according to the particular nature of the Issuer and the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuer and of the rights attaching to the Notes. The Issuer, having made all reasonable enquiries, confirms that this Offering Memorandum contains all information which is material in the context of the issuance and offering of the Notes, that the information contained in this Offering Memorandum is true and accurate in all material respects and is not misleading, that the opinions and intentions expressed in this Offering Memorandum are honestly held and that there are no other facts the omission of which would make this Offering Memorandum or any of such information or the expression of any such opinions or intentions misleading in any material respect and all reasonable enquiries have been made by the Bank to ascertain such facts and to verify the accuracy of all such information and statements. This Offering Memorandum does not constitute an offer of, or an invitation by or on behalf of the Issuer or the Initial Purchasers to subscribe for or purchase, any Notes. The distribution of this Offering Memorandum and the offer or sale of the Notes in certain jurisdictions is restricted by law. Persons into whose possession this Offering Memorandum may come are required by the Issuer and the Initial Purchasers to inform themselves about and to observe any such restrictions. No person has been authorized in connection with the offering of the Notes to give any information or make any representation regarding the Issuer, the Initial Purchasers or the Notes other than as contained in this Offering Memorandum. Any such representation or information must not be relied upon as having been authorized by the Issuer, the Initial Purchasers or any other person. Neither the delivery of this Offering Memorandum nor any subscription or sale made hereunder at any time shall imply under any circumstances that there has been no change in the Issuer’s affairs or that the information contained in it is correct as at any time subsequent to its date.