Offering Circular dated December 11, 2012 relating to US$ 400,000,000 6.000% Subordinated Notes due 2022

IMPORTANT: You must read the following disclaimer before continuing.An electronic version of the offering circular relating to the issue of US$400,000,000 6.000% Subordinated Notes due 2022 that you are seeking to access (the “December 2012 Offering Circular”) is being made available on this webpage by Türkiye Vakıflar Bankası T.A.O. (the “Bank”) solely for the purposes of complying with Directive 2003/71/EC of 4 November 2003, as amended (the “Prospectus Directive”). Please note that this disclaimer may be altered or updated and so you should ensure that you read it in full each time you visit this webpage and before reading, accessing or making any other use of the attached documents. In accessing the December 2012 Offering Circular, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION AND THE DECEMBER 2012 OFFERING CIRCULAR CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OF AMERICA (WITH ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA, COLLECTIVELY, THE “U.S.”) OR ANY OTHER JURISDICTION. THE SECURITIES DESCRIBED IN THE DECEMBER 2012 OFFERING CIRCULAR HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE U.S. OR ANY OTHER U.S. JURISDICTION AND SUCH SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE U.S. OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, 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 APPLICABLE STATE OR LOCAL SECURITIES LAWS. Access is granted to the December 2012 Offering Circular on the basis that you are a person into whose possession the December 2012 Offering Circular may be lawfully delivered in accordance with the laws of jurisdiction in which you are located. The December 2012 Offering Circular (or any part thereof) may not be downloaded or forwarded or distributed to any other person, whether orally or in writing, and may not be reproduced in any manner whatsoever. Any downloading, forwarding, distribution or reproduction of the December 2012 Offering Circular 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.

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