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Deutsche Bank AG London Branch. Domestic Lead Manager and Offering Agent Dom Inwestycyjny BRE Banku S.A.

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IMPORTANT NOTICE IMPORTANT: You must read the following before continuing. The following applies to the Offering Memorandum following this notice and you are therefore advised to read this carefully before
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IMPORTANT NOTICE IMPORTANT: You must read the following before continuing. The following applies to the Offering Memorandum following this notice 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 modification to them any time you receive any information from the Bank or the Global Coordinator and Sole Bookrunner (each as defined in the Offering Memorandum) as a result of such access. THE FOLLOWING OFFERING MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, OR TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS NOTICE MAY RESULT IN A VIOLATION OF THE US SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT ) OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. IF YOU HAVE GAINED ACCESS TO THE TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORIZED TO PURCHASE ANY OF THE SECURITIES DESCRIBED THEREIN. Nothing in this Offering Memorandum constitutes an offer of securities for sale in any jurisdiction where it is unlawful to do so. The securities described in the Offering Memorandum have not been, and will not be, registered under the Securities Act, or the securities laws of any state of the United States or other jurisdiction and the securities cannot be offered or sold within the United States 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. This Offering Memorandum is available only to persons outside of the United States as defined in Regulation S. The Bank has not authorized any offer to the public of securities in any member state of the European Economic Area (the EEA ) which has implemented the Prospectus Directive other than Poland. With respect to each member state of the EEA (other than Poland) which has implemented the Prospectus Directive (each a relevant member state ), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring a publication of a prospectus in any relevant member state. This Offering Memorandum is being distributed only to, and is directed only at, persons in member states of EEA who are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive (the Qualified Investors ). This Offering Memorandum must not be acted on or relied on in any member state of the EEA by persons who are not Qualified Investors. The securities covered by this Offering Memorandum are only available to, and any investment or investment activity to which this Offering Memorandum relates is available only to, Qualified Investors, and will be engaged in only with such persons. Accordingly, any person making or intending to make any offer within the EEA of the securities which are the subject of this Offering Memorandum should only do so in circumstances in which no obligation arises for the Bank or the Global Coordinator and Sole Bookrunner to produce a prospectus or any other offering document for such offer. The Offering Memorandum is being distributed only to and is directed only at (a) persons outside the United Kingdom, or (b) investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order ), or (c) high net worth entities and other persons to whom it may lawfully be communicated in accordance with Article 49(2) (a) to (d) of the Order (all such persons together being referred to as relevant persons ). The Offering Memorandum must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons. Persons distributing the Offering Memorandum must satisfy themselves that it is lawful to do so. YOU ARE REMINDED THAT THE OFFERING MEMORANDUM HAS BEEN DELIVERED TO YOU ON THE BASIS THAT YOU ARE A PERSON INTO WHOSE POSSESSION THE 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 TO CONTENTS OF THE OFFERING MEMORANDUM TO ANY OTHER PERSON. BRE BANK S.A. (a joint-stock company incorporated and organized under the laws of the Republic of Poland with its registered office in Warsaw at ul. Senatorska 18, , entered in the Register of Business Entities of the National Court Register under no ) Offering of 12,371,200 ordinary bearer shares with a nominal value of PLN 4 each and an application for admission and introduction to trading on the regulated market (main market) operated by the Warsaw Stock Exchange of 29,690,882 individual preemptive rights, 12,371,200 rights to shares and 12,371,200 ordinary bearer shares with a nominal value of PLN 4 each. This offering memorandum ( Offering Memorandum ) has been prepared in connection with (a) the issue on the basis of the pre-emptive rights and by way of a public offering in the territory of the Republic of Poland ( Public Offering or Offering ) of 12,371,200 ordinary bearer shares with a nominal value of Polish zloty ( PLN ) 4 each ( Offer Shares ) by BRE Bank S.A. with its registered office in Warsaw, a joint-stock company incorporated and organized under the Polish law (the Bank or Company ; and together with its consolidated subsidiaries, the Group ), and (b) an application for admission and introduction to trading on the regulated market (main market) operated by the Warsaw Stock Exchange ( WSE ) of 29,690,882 individual preemptive rights to the Offer Shares ( Individual Pre-Emptive Rights ), 12,371,200 rights to the Offer Shares ( Rights to Shares ) and 12,371,200 Offer Shares. In connection with the Offering in the territory of the Republic of Poland, the Global Coordinator and Sole Bookrunner will undertake limited marketing activities outside the territory of the Republic of Poland, solely among international institutional investors, in compliance with the applicable laws of the jurisdictions in which such marketing activities are undertaken, on the basis of this Offering Memorandum delivered to selected international investors. The promotional activities outside the territory of the Republic of Poland will be directed solely to selected institutional investors outside Poland. The Offering Memorandum will be prepared in English and will not be subject to approval by any authority, in particular the competent authority within any jurisdiction in which such promotional activities will be carried out. The Offering contemplated in this Offering Memorandum is conducted solely outside the territory of the Republic of Poland, and the sole binding document prepared for the purposes of the Public Offering containing information on the Bank and the Offer Shares is the Polish-language prospectus (the Prospectus ). The final number of the Offer Shares offered in the Public Offering was determined by the Management Board of the Bank in consultation with the Global Coordinator and Sole Bookrunner. On 12 May 2010, the Bank disclosed to the public the information on the final number of the Offer Shares and the number of the Offer Shares per one Individual Pre-Emptive Right. The Bank disclosed to the public the information mentioned in the preceding sentence in the same way as the Prospectus was published and by way of a current report. The Bank, in consultation with the Global Coordinator and Sole Bookrunner, set the issue price at PLN 160 per Offer Share ( Issue Price ). On 12 May 2010, the Bank disclosed to the public the information on the Issue Price in the same way as the Prospectus was published and by way of a current report. The date for recording the shareholders authorized to subscribe for the Offer Shares ( Record Date ) is 18 May The number of the Offer Shares that may be subscribed for was set at five Offer Shares for every twelve existing shares. The Management Board of the Bank will allocate, at its own discretion, the Offer Shares unsubscribed for as a result of the exercise of the Individual Pre-Emptive Rights or under additional subscriptions made by the shareholders ( Additional Subscription ), to entities that subscribed for such Offer Shares in response to the Management Board s prior invitation. The Management Board will, subject to the terms of the Underwriting Agreement (as defined herein), invite investors to file subscriptions and will allocate the Offer Shares (unsubscribed for following exercise of the Individual Pre-Emptive Rights or under Additional Subscriptions) to the investors designated by the Global Coordinator and Sole Bookrunner or to the Global Coordinator and Sole Bookrunner itself if no other investors are designated or if the Global Coordinator and Sole Bookrunner resolve to subscribe for the Offer Shares. An investment in the Offer Shares involves significant risks typical of equity securities and risks referring to the Group, its business and the banking sector in which the Bank operates. See Risk Factors for a discussion of certain risk factors that persons to whom this offering is addressed should consider before investing in the Offer Shares. The contents of this Offering Memorandum are not to be construed as legal, financial or tax advice. Each potential investor should consult its own legal advisor or independent financial or tax advisor for legal, financial or tax advice and should not rely exclusively on the legal, financial or tax information contained in this Offering Memorandum. As of the date of this Offering Memorandum, 29,669,382 ordinary bearer shares issued by the Group are listed on the regulated market (main market) of the WSE. The Group intends to apply for the admission and introduction to trading on the same market of the Individual Pre-Emptive Rights, Rights to Shares and Offer Shares. This Offering Memorandum does not constitute an offer to subscribe for, or a solicitation of an offer to subscribe for, Offer Shares by persons in any jurisdiction in which the making of such offer or solicitation to such person would be illegal. The public offering of the Offer Shares is being conducted exclusively within Poland. This Offering Memorandum has not been registered, approved or submitted to any regulatory body in any jurisdiction. The Offer Shares have not been registered or approved, nor are they the subject of a notification submitted to any regulatory body in any jurisdiction other than Poland. For an overview of certain transfer restrictions of the Individual Pre-emptive Rights, the Rights to Shares and the Offer Shares, see Selling Restrictions. The investors also acknowledge that: (i) they have not relied on the Global Coordinator and Sole Bookrunner or any person affiliated with the Global Coordinator and Sole Bookrunner in connection with any investigation of the accuracy of any information contained in this Offering Memorandum or their investment decision; and (ii) they have relied only on the information contained in this document, and that no person has been authorized to give any information or to make any representation concerning the Group or its subsidiaries or the Individual Pre-emptive Rights and the Offer Shares (other than as contained in this Offering Memorandum) and, if given or made, any such other information or representation should not be relied upon as having been authorized by the Group or the Global Coordinator and Sole Bookrunner. THE PRE-EMPTIVE RIGHTS, THE RIGHTS TO SHARES AND THE OFFER SHARES AND THE OTHER SECURITIES COVERED BY THIS OFFERING MEMORANDUM HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE U.S. SECURITIES ACT ). THE OFFERING IS BEING MADE, SUBJECT TO CERTAIN EXCEPTIONS, ONLY OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT TO NON-US PERSONS (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT). FOR A DESCRIPTION OF CERTAIN RESTRICTIONS ON TRANSFERS OF THE INDIVIDUAL PRE-EMPTIVE RIGHTS, THE RIGHTS TO SHARES AND THE OFFER SHARES, SEE SELLING RESTRICTIONS. Prior to the date that the increase in the share capital of the Bank as a result of the issue of the Offer Shares has been registered with the National Depository for Securities ( NDS ), such Offer Shares will be represented by Rights to Shares and will be delivered to investors through book entry facilities of the NDS. Upon the share capital increase and the registration of the Offer Shares with the NDS, the Rights to Shares will expire and the accounts of investors holding Rights to Shares on that date will be automatically credited with the Offer Shares at a ratio of one Offer Share per one Rights to Share. It is expected that the listing of the Rights to Shares on the WSE will start about one week from the final allotment of the Offer Shares. It is expected that the listing of the Offer Shares on the WSE will commence about one month from the allotment of the Offer Shares. Global Coordinator and Sole Bookrunner Joint Lead Manager Commerzbank Corporates & Markets Deutsche Bank AG London Branch The date of this Offering Memorandum is 12 May Domestic Lead Manager and Offering Agent Dom Inwestycyjny BRE Banku S.A. IMPORTANT INFORMATION Capitalized terms used in this Offering Memorandum and not otherwise defined herein have the meaning ascribed to such terms in Abbreviations and Definitions. Certain industry terms and other terms used in this Offering Memorandum are explained in Abbreviations and Definitions. Unless indicated or implied otherwise, in this Offering Memorandum the terms Group and similar terms refer to BRE Bank S.A. together with all of its consolidated subsidiaries. The term Bank and BRE Bank refer solely to BRE Bank S.A. without its subsidiaries. Unless indicated otherwise, references to statements as to beliefs, knowledge, expectations, estimates and opinions of the Bank are those of the Management Board. Neither the Group nor the Global Coordinator and Sole Bookrunner makes any assurance as to compliance with laws of an investment in the Pre-emptive Rights or the Offer Shares by any investor. RESPONSIBILITY STATEMENT The Group accepts responsibility for the completeness and accuracy of the information contained in this Offering Memorandum. To the best of the Group s knowledge and belief (having taken all reasonable care to ensure that such is the case), this Offering Memorandum contains all the information with respect to the Bank, the Group and the Offer Shares that is material in the context of the Offering and does not omit anything likely to affect its accuracy or completeness. The opinions, assumptions, intentions, projections and forecasts expressed in this Offering Memorandum with regard to the Bank and the Group are honestly held by the Group, have been reached after considering all relevant circumstances and are based on reasonable assumptions. IMPORTANT NOTICE This Offering Memorandum is intended to provide information to prospective investors in the context of and for the sole purpose of evaluating a possible investment in the Pre-emptive Rights and/or the Offer Shares offered hereby. It contains selected and summarized information, does not express any commitment or acknowledgement or waiver and does not create any express or implied right towards anyone other than a prospective investor in the context of the Offering. It cannot be used except in connection with the promotion of the Offering. The contents of this Offering Memorandum are not to be construed as an interpretation of the Group s obligations, of market practice or of contracts entered into by the Group. Please note that the Offering and Admission are conducted exclusively in the territory of Poland. No representation or warranty, express or implied, is made by the Global Coordinator and Sole Bookrunner as to the accuracy, completeness or verification of the information set forth in this Offering Memorandum or any other information provided by the Group in connection with the Preemptive Right and/or the Offer Shares or their distribution, and nothing contained in this Offering Memorandum is, or shall be relied upon as, a promise or representation in this respect, whether made in the past or the future. The Global Coordinator and Sole Bookrunner assumes no responsibility for its accuracy, completeness or verification and accordingly disclaims, to the fullest extent permitted by applicable law, any and all liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this document or any such statement. The Global Coordinator and Sole Bookrunner, which is authorized and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for the Group, and for no one else, as the Global Coordinator and Sole Bookrunner in relation to the Offering and the Admission, and will not be responsible to any other person for providing the protections afforded to clients of the Global Coordinator and Sole Bookrunner nor for providing advice in connection with the Offering, Admission or listing or contents of this Offering Memorandum or any other matters referred to in this Offering Memorandum, other than to the extent required by law or appropriate regulation in the UK. Prospective investors are expressly advised that an investment in the Pre-emptive Rights or the Offer Shares entails financial risk and that they should, therefore, read this Offering Memorandum in its entirety and, in particular, Risk Factors, when considering an investment in the Pre-emptive Rights or the Offer Shares. In making an investment decision, prospective investors must rely on their own examination of the Group and the information contained in this Offering Memorandum, including the merits and risks involved with an investment in the Pre-emptive Rights or the Offer Shares. (i) Any decision to invest in the Pre-emptive Rights or the Offer Shares offered hereby should be based solely on this Offering Memorandum (and any supplement hereto) or the Polish-language Prospectus (the Prospectus ), taking into account that any summary or description, set forth in this Offering Memorandum and/ or the Prospectus, of legal provisions, accounting principles or comparison of such principles, corporate structuring or contractual relationships is for informational purposes only and should not be construed as legal, accounting or tax advice as to the interpretation or enforceability of such provisions, information or relationships. Except for the mandatory provisions of law, no person is authorized to give any information or to make any representation in connection with the Offering other than as contained in this Offering Memorandum and/or the Prospectus, and, if given or made, such information or representation must not be relied upon as having been authorized by the Group or the Global Coordinator and Sole Bookrunner. This Offering Memorandum is confidential. Any reproduction or distribution of this Offering Memorandum, in whole or in part, and any disclosure of its contents or use of any information herein for any purpose other than considering an investment in the Offer Shares offered hereby is prohibited, except to the extent that such information is otherwise publicly available. Each prospective investor in the Offer Shares, by accepting delivery of this Offering Memorandum, agrees to the foregoing. This Offering Memorandum does not constitute an offer to sell or a solicitation by or on behalf of the Group or the Global Coordinator and Sole
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