FİBABANKA A.Ş. US$300,000,000 6.000% Notes due 2023 Issue price: 100.00% Fibabanka A.Ş., a banking institution organised as a joint stock company under the laws of the Republic of Turkey (“Turkey”) and registered with the İstanbul Trade Registry under number 272902 (the “Bank” or the “Issuer”), is issuing US$300,000,000 6.000% Notes due 2023 (the “Notes”). The Notes 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 or other jurisdiction of the United States and are being offered for sale only in offshore transactions to persons who are not U.S. persons (“U.S. persons”) as defined in, and in reliance upon, Regulation S under the Securities Act (“Regulation S”). For a description of certain restrictions on sale and transfer of investments in the Notes, see “Subscription and Sale” herein. AN INVESTMENT IN THE NOTES INVOLVES CERTAIN RISKS. SEE “RISK FACTORS” HEREIN. The Notes will bear interest from (and including) 25 January 2018 (the “Issue Date”) to (but excluding) 25 January 2023 (the “Maturity Date”) at a fixed rate of 6.000% per annum. Interest will be payable semi-annually in arrear in equal instalments on the 25th day of January and July in each year (each an “Interest Payment Date”) up to (and including) the Maturity Date; provided that if any such date is not a Payment Day (as defined in Condition 7.4), then such payment will be made on the next Payment Day but without any further interest or other payment being made in respect of such delay. Principal of the Notes is scheduled to be repaid on the Maturity Date but may be repaid earlier under certain circumstances described herein. For a more detailed description of the Notes, see “Terms and Conditions of the Notes” herein. Reference to a “Condition” herein is to the corresponding clause of such “Terms and Conditions of the Notes.” This prospectus (this “Prospectus”) has been approved by the Central Bank of Ireland, as competent authority under Directive 2003/71/EC as amended (including the amendments made by Directive 2010/73/EU) (the “Prospectus Directive”). The Central Bank of Ireland only approves this 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 (the “Main Securities Market”) of the Irish Stock Exchange plc (the “Irish Stock Exchange”) or on another regulated market for the purposes of Directive 2014/65/EU (as amended, “MiFID II”) and/or that are to be offered to the public in any member state (a “Member State”) of the European Economic Area (the “EEA”). Application has been made to the Irish Stock Exchange for the Notes to be admitted to its official list (the “Official List”) and to trading on the Main Securities Market. References in this Prospectus 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 Main Securities Market. The Main Securities Market is a regulated market for the purposes of MiFID II. Application has been made to the Capital Markets Board (the “CMB”) of Turkey, in its capacity as competent authority under Law No. 6362 (the “Capital Markets Law”) of Turkey relating to capital markets, for its approval of the issuance and sale of the Notes by the Issuer outside of Turkey. The Notes cannot be sold before the necessary approvals are obtained from the CMB. The CMB-approved issuance certificate dated 9 October 2017 and the CMB approval letter relating to the issuance of the Notes dated 10 October 2017 have been obtained and, to the extent (and in the form) required by applicable law, a written approval of the CMB relating to the Notes will also be obtained on or before the Issue Date. Under current Turkish tax law, withholding tax at the rate of 0% applies to interest on the Notes. See “Taxation - Certain Turkish Tax Considerations.” The Notes are expected to be rated “BB-” by Fitch Ratings Ltd. (“Fitch”) on the Issue Date. The Bank has also been rated by Fitch, as set out on page 93 of this Prospectus. Fitch is established in the EU and is registered under Regulation (EC) No. 1060/2009, as amended (the “CRA Regulation”). As such, Fitch is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website (at http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the CRA Regulation. 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. The Notes are being offered in reliance upon Regulation S by each of Arab Banking Corporation B.S.C., Citigroup Global Markets Limited, ICBC Standard Bank Plc and Standard Chartered Bank (each a “Joint Bookrunner” and, collectively, the “Joint Bookrunners”), 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 Euroclear Bank SA/NV (“Euroclear”) and/or Clearstream Banking S.A. (“Clearstream, Luxembourg” and, with Euroclear, the “Clearing Systems”), against payment therefor in immediately available funds on the Issue Date. Joint Bookrunners Bank ABC Citigroup ICBC Standard Bank Standard Chartered Bank The date of this Prospectus is 23 January 2018. This Prospectus constitutes a prospectus for the purposes of the Prospectus Directive. This Prospectus is to be read in conjunction with the financial statements that are incorporated herein by reference (see “Documents Incorporated by Reference”). This Prospectus shall be read and construed on the basis that such documents (or the applicable portions thereof) are incorporated into, and form part of, this Prospectus. The Issuer accepts responsibility for the information contained in (including incorporated by reference into) this Prospectus. To the best of the knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is the case), the information contained in (including incorporated by reference into) this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. Neither this Prospectus nor any other information supplied by (or on behalf of) the Issuer in connection with the Notes: (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a recommendation by the Issuer or any of the Joint Bookrunners that any recipient of this Prospectus or any other information supplied in connection with the Notes should invest in the Notes. Each investor contemplating investing in the Notes should: (i) determine for itself the relevance of the information contained in (including incorporated by reference into) this Prospectus, (ii) 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 and (iii) make its own determination of the suitability of any such investment in light of its own circumstances, with particular reference to its own investment objectives and experience, and any other factors that may be relevant to it in connection with such investment, in each case based upon such investigation as it deems necessary. Neither this Prospectus nor, except to the extent explicitly stated therein, any such other information constitutes an offer or invitation by or on behalf of the Issuer or any of the Joint Bookrunners to any person to subscribe for or purchase any Notes (or beneficial interests therein). This Prospectus is intended only to provide information to assist potential investors in deciding whether or not to subscribe for or purchase Notes (or beneficial interests therein) in accordance with the terms and conditions specified by the Joint Bookrunners. The Notes (and beneficial interests therein) may not be offered or sold, directly or indirectly, and this Prospectus may not be circulated, in any jurisdiction except in accordance with legal requirements applicable to such jurisdiction. Neither the delivery of this Prospectus nor the offering, sale or delivery of the Notes (or beneficial interests therein) shall in any circumstances imply that the information contained herein is correct at any time subsequent to the date hereof (or, if such information is stated to be as of an earlier date, subsequent to such earlier date) or that any other information supplied in connection with the Notes is correct as of any time subsequent to the date indicated in the document containing the same. The Joint Bookrunners expressly do not undertake to review the financial condition or affairs of the Issuer during the life of the Notes or to advise any investor in the Notes of any information coming to their attention. The distribution of this Prospectus and/or the offer or sale of the Notes (or beneficial interests therein) might be restricted by law in certain jurisdictions. The Issuer and the Joint Bookrunners do not represent that this Prospectus may be lawfully distributed, or that the Notes (or beneficial interests therein) 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 particular, no action has been taken by the Issuer that is intended to permit a public offering of the Notes (or beneficial interests therein) or distribution of this Prospectus, any advertisement or other offering material in any jurisdiction in which action for that purpose is required.