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

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1 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.

2 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.

3 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)

4 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 Bookrunner to any person to subscribe for any of the Pre-emptive Rights or the Offer Shares offered hereby in any jurisdiction where it is unlawful for such person to make such an offer or solicitation. The distribution of this Offering Memorandum and the offer of the Pre-emptive Rights or the Offer Shares in certain jurisdictions is restricted by law. Persons into whose possession this Offering Memorandum may come are required by the Group and the Global Coordinator and Sole Bookrunner to inform themselves about and to observe such restrictions. Other than in Poland with respect to the Offering, no action has been taken by the Group or the Global Coordinator and Sole Bookrunner that would permit an offer of the Pre-emptive Rights or the Offer Shares, or possession or distribution of this Offering Memorandum or any other offering material or application form relating to the Pre-emptive Rights or the Offer Shares, in any jurisdiction where action for that purpose is required. This Offering Memorandum may not be used for, or in connection with, any offer to, or solicitation by, anyone in any jurisdiction or under any circumstances in which such offer or solicitation is not authorized or is unlawful. Neither the Group nor the Global Coordinator and Sole Bookrunner accepts any responsibility for any violation by any person, whether or not such a person is a prospective investor in the Pre-emptive Rights or the Offer Shares, of any of these restrictions. See Selling Restrictions. This Offering Memorandum has not been submitted for approval to any regulatory authority in any jurisdiction. Therefore, no steps may be taken that would constitute, or result in, a public offering of the Offer Shares, except for the offering of the Offer Shares in the territory of Poland pursuant to the Prospectus. The Bank has submitted the Prospectus to the Polish Financial Supervision Authority (Komisja Nadzoru Finansowego) ( PFSA ). The Prospectus has been prepared in accordance with the Act on Public Offerings and Regulation 809/2004 and other applicable legislation governing the public offering of securities in Poland. The Prospectus was approved by the PFSA and published in Poland. Neither the Group nor the Global Coordinator and Sole Bookrunner nor any of their respective representatives is making any representation to any offeree or purchaser of the Pre-emptive Rights and the Offer Shares regarding the legality of an investment in the Pre-emptive Rights and the Offer Shares by such offeree or purchaser under the laws applicable to such offeree or purchaser. The contents of this Offering Memorandum should not be construed as legal, financial or tax advice. The investors are advised to consult their own legal adviser, independent financial adviser or tax adviser for legal, financial or tax advice. For the purpose of or in connection with the Offering, the Global Coordinator and Sole Bookrunner and any of its respective affiliates acting as an investor for its own account may take up the Preemptive Rights or the Offer Shares and in that capacity may retain, purchase or sell for its own account the Pre-emptive Rights or the Offer Shares and any other securities of the Group or related investments and may offer or sell securities of the Group or other investments other than in connection with the Offering. Accordingly, references in this Offering Memorandum to the Preemptive Rights or the Offer Shares being offered or placed should be read as including any offering or placement of such securities to the Global Coordinator and Sole Bookrunner and any relevant affiliate acting in such capacity. The Global Coordinator and Sole Bookrunner does not intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so. (ii)

5 Neither the delivery of this Offering Memorandum nor any sale made hereunder at any time after the date hereof shall, under any circumstances, create any implication that there has been no change in the Group s affairs since the date hereof or that the entirety of the information set forth in this Offering Memorandum is correct as of any time subsequent to its date. NOTICE TO PROSPECTIVE INVESTORS In connection with the Offering conducted in the territory of Poland, the Global Coordinator and Sole Bookrunner shall undertake limited offering activities outside the territory of Poland only among international institutional investors whose offices are registered outside of Poland, in accordance with the laws prevailing in the respective jurisdictions where such activities shall be undertaken, on the basis only of this Offering Memorandum made separately available and addressed to selected institutional investors, which in no case shall be deemed to constitute an offering document as defined in the Prospectus Directive constituting a basis for offering any securities. In certain countries, applicable legislation may restrict distribution of this Offering Memorandum or the undertaking of the Offering by the Global Coordinator and Sole Bookrunner. This Offering Memorandum may not be used for the purpose or in connection with, and does not constitute, any offer to sell, or any solicitation or invitation to purchase, the Pre-emptive Rights, Rights to Offer Shares or the Offer Shares under the Offering Memorandum in any jurisdiction in which such an offer or solicitation or invitation would be unlawful. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. As a condition to the execution of the Pre-emptive Rights, Additional Subscriptions for the Offer Shares or the purchase of any Offer Shares which have not been subscribed for through the exercise of the Pre-emptive Rights or through Additional Subscriptions, each purchaser will be deemed to have made, or in some cases be required to make, certain representations and warranties concerning the terms of placing a subscription for the Offer Shares by such investor and their compliance with the applicable provisions of law. In particular, these provisions may contain statements by an investor that it has read the Prospectus and approved the terms and conditions of the Offering, including the principles of allotment and consent to transmitting personal data within a scope necessary to effect the Offering. Additionally, the investor may be required to make a statement that at the time of placing the subscription it does not stay in the territory of the United States of America and that it subscribes for the Offer Shares (i) outside the United States of America in the form of an offshore transaction, as defined in Regulation S under the US Securities Act of 1933, as amended (the U.S. Securities Act ) and (ii) not as a result of directed selling efforts, as defined in Regulation S under the U.S. Securities Act. Each investor will also be required to take certain actions described in particular in Terms and Conditions of the Offering. NOTICE TO EEA INVESTORS This Offering Memorandum is being distributed only to, and is directed only at persons in member states of the European Economic Area (the 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 Offer Shares 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. This Offering Memorandum has been prepared on the basis that all marketing activities with respect to the Offer Shares will be made pursuant to an exemption under the Prospectus Directive, as implemented in Member States, from the requirement to produce a prospectus for offers of ordinary shares. Accordingly, any person making or intending to make any offer within the EEA of the Offer Shares which are the subject of this Offering Memorandum should only do so in circumstances in which no obligation arises for the Group or the Global Coordinator and Sole Bookrunner to produce a prospectus or any other offering document for such offer. NOTICE TO UK INVESTORS In the United Kingdom this Offering Memorandum is being distributed only to, and is directed only at, Qualified Investors: (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) order 2005, as amended, (the Order ); or (ii) who fall within Article 49(2)(a) to (d) of the Order; or (iii) to whom it may otherwise be lawfully communicated (all such persons together being referred to as Relevant Persons ). This Offering (iii)

6 Memorandum must not be acted on or relied on in the United Kingdom by persons who are not Relevant Persons. The Offer Shares are only available to, and any investment or investment activity to which this Offering Memorandum relates is available only to Relevant Persons, and will be engaged in only with such persons. This Offering Memorandum has been prepared on the basis that all marketing activities with respect to the Offer Shares will be made pursuant to an exemption under the Prospectus Directive, as implemented in the UK, from the requirement to produce a prospectus for offers of ordinary shares. Accordingly, any person making or intending to make any offer within the UK of the Offer Shares which are the subject of this Offering Memorandum should only do so in circumstances in which no obligation arises for the Group or the Global Coordinator and Sole Bookrunner to produce a prospectus or any other offering document for such offer. General Information PRESENTATION OF FINANCIAL AND OTHER INFORMATION The audited consolidated financial statements of the Group as at and for the years ended 31 December 2007, 2008 and 2009 (separately, the 2007 Consolidated Financial Statements, the 2008 Consolidated Financial Statements and the 2009 Consolidated Financial Statements, respectively and collectively, the Consolidated Annual Financial Statements ) are incorporated into this Offering Memorandum by reference. See Documents Incorporated by Reference below. Moreover, the unaudited consolidated quarterly condensed financial statements of the Group as at and for the three-month period ended 31 March 2010 (the Consolidated Condensed Interim Financial Statements and together with the Consolidated Annual Financial Statements, the Consolidated Financial Statements ) are incorporated into this Offering Memorandum by reference. See Documents Incorporated by Reference below. The Consolidated Annual Financial Statements were audited by PricewaterhouseCoopers Sp. z o.o., with its registered office in Warsaw, which issued unqualified opinions. The Consolidated Condensed Interim Financial Statements were reviewed by PricewaterhouseCoopers Sp. z o.o. which issued an unqualified review report. See Other Information Auditor. The Consolidated Annual Financial Statements and the Consolidated Condensed Interim Financial Statements have been prepared in accordance with the EU approved International Financial Reporting Standards ( IFRS ). Presentation of financial information in accordance with IFRS requires the management to make various estimates and assumptions which may impact the values shown in the financial statements and notes thereto. The actual values may differ from such assumptions. The Consolidated Annual Financial Statements and the Consolidated Condensed Interim Financial Statements are presented in PLN, the functional currency of the Bank and the presentation currency of the Group. Furthermore, unless otherwise indicated, financial and statistical data included in this Offering Memorandum is expressed in PLN. Unless otherwise indicated, all financial data pertaining to the Group presented herein is based on the Consolidated Financial Statements or has been calculated based thereon. Certain figures included in this Offering Memorandum have been subject to rounding adjustments and presented in PLN million or PLN billion (not in PLN thousand as in the Consolidated Financial Statements). Accordingly, in certain instances the sum of numbers in a column or a row in tables contained in this Offering Memorandum may not conform exactly to the total figure given for that column or row. Some percentages in the tables in this Offering Memorandum have also been rounded, and accordingly the totals in these tables may not exactly add up to 100%. Percentage changes during the compared periods were computed on the basis of the original (not rounded) amounts. Unless otherwise indicated, all references in this Offering Memorandum to PLN, Polish Zloty and zloty are to the lawful currency of Poland. References to EUR, Euro or are to the lawful currency of the European Economic and Monetary Union. References to USD are to the lawful currency of the United States. References to CHF are to the lawful currency of Switzerland. References to CZK are to the lawful currency of the Czech Republic. References to JPY are to the lawful currency of Japan, and references to HUK are to the lawful currency of Hungary. (iv)

7 Key Factors Affecting Comparability Change of presentation of comparative financial data In the 2008 Consolidated Financial Statements, the Group changed the presentation of selected items in its consolidated statement of financial position in order to present such financial information in accordance with IFRS. Comparative data have been adjusted so as to reflect the changes in presentation introduced in Discontinued operations In 2007 and 2008, the Group sold all the shares in its two subsidiaries, Skarbiec Asset Management Holding S.A. ( SAMH ) and PTE Skarbiec-Emerytura S.A., respectively. The operations of the subsidiaries, as well as the results on disposal of those subsidiaries were presented under the heading Discontinued Operations in the 2007 and 2008 consolidated income statements of the Group. Change in Presentation of Segmental Information At the beginning of 2009, as a result of organizational changes (which included a transfer of the Bank s organizational unit that manages long-term investments to the Corporates and Institutions sub-segment) the results of Garbary and Tele-Tech Investment were transferred from the Trading and Investment Activity sub-segment and were presented under the Corporates and Institutions sub-segment. The comparative data for the year ended 31 December 2008 regarding the respective business lines of the Group have been adjusted accordingly to ensure the comparability of the data for the respective reporting periods. For a more detailed discussion of Key Factors Affecting Comparability, see Operating and Financial Review Key Factors Affecting Comparability in this Offering Memorandum. MARKET, ECONOMIC AND INDUSTRY DATA Certain macroeconomic and statistical data included in this Offering Memorandum has been derived from publicly available sources, the reliability of which may vary. Macroeconomic and statistical data concerning Poland is mostly based on information published by the Polish Central Statistical Office (Główny Urzad Statystyczny) ( GUS ) and the National Bank of Poland (Narodowy Bank Polski) ( NBP ). In any case, macroeconomic and statistical data, as well as the source data on which it is based, may not have been extracted or derived from a source in a manner analogous to that used in other countries. There is no guarantee that a third party using different methods of gathering, analyzing and processing information would obtain the same results. Market data and certain industry data and forecasts used, as well as statements made herein regarding the Bank and the Group s position in the industry were estimated or derived based upon assumptions the Bank and the Group deem reasonable and from the Group s own research, surveys or studies conducted at its request by third parties, or derived from publicly available sources (Eurostat, Bloomberg), industry or general publications such as reports issued by the Polish Financial Supervision Authority (Komisja Nadzoru Finansowego) ( PFSA ) or the NBP, and Polish newspapers. The source of any external information is provided each time such information is used in this Offering Memorandum. When searching for, processing and preparing macroeconomic, market, industry and other data from sources other than the Group, such as governmental publications, third party publications, industry publications and general interest publications, the Group has not verified such data. The Group has accurately reproduced such information from this third-party data from published sources and, as far as the Group is aware and to the extent the Group can ascertain from the information published by these sources, there are no omissions that would render such information in this Offering Memorandum materially misleading. Industry publications generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. However, in the preparation of this Offering Memorandum, this third-party information has not been independently verified nor has there been any investigation of the validity of the methodology or the basis used by the third parties in producing such data or making estimates and forecasts. Neither the Group nor the Global Coordinator and Sole Bookrunner can give any assurance that any such information is accurate or, in respect of projected data, that such projections have been based on correct information and assumptions or that they will prove to be accurate. The Group does not intend, nor is it obligated, to update the data presented herein, save for obligations arising under provisions of law. (v)

8 DOCUMENTS INCORPORATED BY REFERENCE Due to the fact that the Bank is a Polish public company, the existing shares are listed on the main market of the WSE and it is subject to disclosure obligations under applicable laws and stock exchange regulations, the below information and documents were incorporated into this Offering Memorandum by reference. Such information is derived from the documents which were made public by the Group and delivered to the PFSA prior to the date of this Offering Memorandum. The Consolidated Annual Financial Statements and the Consolidated Condensed Interim Financial Statements, together with the respective audit and review reports, have been incorporated into this Offering Memorandum by reference to: the consolidated IFRS financial statements of the Group for the year ended 31 December 2007 and to the independent auditor s opinion on those consolidated IFRS financial statements included in the consolidated annual report of the Group for the year ended 31 December 2007, published by the Bank on 28 February 2008; the consolidated IFRS financial statements of the Group for the year ended 31 December 2008 and to the independent auditor s opinion on those consolidated IFRS financial statements included in the consolidated annual report of the Group for the year ended 31 December 2008, published by the Bank on 27 February 2009; the consolidated IFRS financial statements of the Group for the year ended 31 December 2009 and to the independent auditor s opinion on those consolidated IFRS financial statements included in the consolidated annual report of the Group for the year ended 31 December 2009, published by the Bank on 1 March 2010; the consolidated condensed IFRS financial statements of the Group for the first quarter of 2010 and to the independent auditor s report on the review of those consolidated condensed IFRS financial statements included in the consolidated quarterly report of the Group for the first quarter of 2010, published by the Bank on 28 April The Consolidated Annual Financial Statements and the Consolidated Condensed Interim Financial Statements are available at the Bank s website ( Information contained in other sections of the consolidated annual reports of the Group, as referred to above, have not been included in the Offering Memorandum by reference. It is the Group s opinion that such information is not material for the investor s evaluation of the Group s business, financial or property related condition or perspectives or is already included elsewhere in the Offering Memorandum. The contents of the Bank s website and any other website referenced herein (including that of the WSE) other than the documents listed above do not form part of this Offering Memorandum. (vi)

9 FORWARD-LOOKING STATEMENTS This Offering Memorandum includes forward-looking statements, which include all statements other than statements of historical facts, including, without limitation, any statements preceded by, followed by or that include the words targets, believes, expects, aims, intends, will, may, anticipates, would, could or similar expressions of the negative thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Group s control that could cause the Group s actual results, financial condition, results of operations or developments to differ materially from any future results, financial condition, results of operations or developments expressed or implied by such forwardlooking statements. Such forward-looking statements are based on numerous assumptions regarding the Group s present and future business strategies and the environment in which it currently operates and will operate in the future. Among the important factors that could cause the Group s actual results, financial condition, results of operations or developments to differ materially from those expressed in such forward-looking statements include those factors discussed in the Operating and Financial Review and Risk Factors sections and elsewhere in this Offering Memorandum. These forward-looking statements speak only as of the date of this Offering Memorandum. The Group expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein in order to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based, unless required to do so by applicable laws or the listing rules of the WSE. Investors should be aware that several important factors and risks cause actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements. These factors include: Risks relating to macroeconomic conditions, including the global financial crisis and subsequent economic deceleration, Poland s economic, political and social conditions, as well as government policies and financial problems faced by banking sector customers; Risks relating to the Group s business and industry in which it operates, including increased regulation of the financial services and banking industry in Poland and internationally, increased competition in Poland s banking industry, the rate of growth of the Polish banking sector, the Group s failure to implement its strategy, the introduction of new products and services, the failure to maintain the quality of the Group s loan, investment, proprietary investment and trading or debt securities portfolios, increases in the Group s impairment losses and advances, significant exposure to counterparty risk, exposure to risk from granting, financing and servicing foreign exchange denominated loans, a decrease in the value of the Bank s securities portfolio or the Group s trading book portfolios, increased liquidity risk, a reduction in the Group s credit rating, a failure to satisfy minimum capital adequacy and other capital adequacy ratios, an inability to improve or sustain its current interest rate margins, an high proportion of long-term mortgages in the Group s loan portfolio, a deterioration of residential real estate prices, an inability to expand its retail non-mortgage lending operations, ineffective risk management methods, increased operational risk, a reduction in support from Commerzbank and others. This list of important factors is not exhaustive. When relying on forward-looking statements, investors should carefully consider the foregoing factors and other uncertainties and events, especially in light of the political, economic, social and legal environment in which the Group operates. The Group does not make any representation, warranty or prediction that the factors anticipated by such forward-looking statements will be present, and such forward-looking statements represent, in each case, only one of many possible scenarios and should not be viewed as the most likely or standard scenario. The Group undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise. (vii)

10 TABLE OF CONTENTS SUMMARY... 1 RISK FACTORS USE OF PROCEEDS DILUTION DIVIDENDS AND DIVIDEND POLICY CAPITALIZATION AND INDEBTEDNESS EXCHANGE RATES MARKET PRICE OF SHARES SELECTED HISTORICAL FINANCIAL INFORMATION SELECTED STATISTICAL FINANCIAL INFORMATION OPERATING AND FINANCIAL REVIEW BUSINESS DESCRIPTION RISK MANAGEMENT MARKET AND LEGAL ENVIRONMENT GENERAL INFORMATION ON THE COMPANY RELATED PARTY TRANSACTIONS SHARE CAPITAL AND SHARES MANAGEMENT AND SUPERVISORY CORPORATE AUTHORITIES MAJOR SHAREHOLDERS TERMS AND CONDITIONS OF THE OFFERING UNDERWRITING, STABILISATION AND LOCK-UP ARRANGEMENTS SELLING RESTRICTIONS POLISH CAPITAL MARKET REGULATIONS TAXATION OTHER INFORMATION ABBREVIATIONS AND DEFINITIONS FINANCIAL INFORMATION (viii)

11 SUMMARY The following summary is intended as an introduction to this Offering Memorandum. It contains information which may be found in other sections hereof. It must be stressed that this summary is not exhaustive and does not present all the information material to potential investors decisions on the acquisition or the exercise of the Individual Pre-emptive Rights or investing in the Offer Shares. A decision on the acquisition or the exercise of the Individual Pre-emptive Rights or investing in Offer Shares should always be made on the basis of the entire Offering Memorandum. Prior to making any investment decision, potential investors should thoroughly review the entire Offering Memorandum, including the information set forth in Risk Factors, the Consolidated Financial Statements and other financial information, including notes thereto. The Bank shall not be liable for any damage caused by this summary (including the summary of financial and operating data), unless the summary is misleading, inaccurate in light of the information contained in the other sections of the Offering Memorandum or inconsistent with the information in the other sections of the Offering Memorandum. Summary of the Business The Group is one of the largest universal banking groups in Poland providing retail banking, corporate banking and investment banking and other financial services. It was the third largest banking group in the Polish market in terms of total assets, loans and advances and number of retail current accounts and the fourth largest banking group in terms of deposits as of 31 December The Group also has a strong position in the following markets: brokerage services, commercial real estate financing, factoring and leasing. The Group has also expanded the distribution of insurance products, including third-party insurance products. The Group s operations are divided into the Retail Banking segment and the Corporates and Markets segment. For the three months ended 31 March 2010, the Retail Banking segment and Corporates and Markets segment contributed 49.9% and 49.5%, respectively, of the Group s total net interest income, net fee and commission income and net trading income. The contribution of remaining business segments was 0.6% for the three months ended 31 March For the year ended 31 December 2009, the Retail Banking segment and the Corporate and Markets segment contributed 47.8% and 51.1%, respectively, of the Group s total net interest income, net fee and commission income and net trading income. The contribution of remaining business activities was 1.1% for the year ended 31 December As at 31 March 2010, the Group had approximately 3.4 million retail customers, including individual retail customers and micro-businesses. The Group offers customers in its Retail Banking segment a full range of products and services, including current and savings accounts (including foreign currency accounts), term deposits, lending products (retail mortgage loans and non-mortgage loans such as consumer loans, car loans, cash loans, overdrafts, credit cards, and other loan products), debit cards, insurance and investment products and brokerage services. In Poland, the Group distributes its products and services in its Retail Banking segment through the internet platforms of mbank and MultiBank, through the 134 branches of MultiBank as well as 23 financial centers, 65 mkiosks and 46 partner kiosks throughout Poland and over 270 mobile agents managed by Aspiro, and also through phone services and through ATM networks. mbank targets young, self-directed customers seeking low-cost banking alternatives as well as micro-businesses. MultiBank offers a broad range of products and services targeted at affluent customers and micro-businesses seeking high quality, personalized service. All MultiBank customers have access to bank advisors at MultiBank s branches. In addition, the Group offers private banking services through its BRE Private Banking business and BRE Wealth Management. As at 31 March 2010, the Group had approximately 5.4 thousand private banking customers. In 2010, BRE Private Banking and Wealth Management businesses were awarded the title of The Best Private Banking Institution in Poland by Euromoney magazine for the third time in its history. Additionally, MultiBank received Service Quality Emblem for 2009 ( Godło Jakości Obsługi 2009 ) an award granted on the basis of clients opinions, and mbank ranked first in the competition Golden Banker of 2009 ( Złoty Bankier 2009 ) organized by Pay U S.A. and the portal Bankier.pl. The Bank has offered its retail banking products and services in the Czech Republic and Slovakia through its mbank brand since November The total number of mbank s customers in the Czech Republic and Slovakia increased by 59.7% from approximately 244 thousand customers as at 31 December 2008 to approximately 390 thousand customers as at 31 December 2009 (to approximately 424 thousand customers as at 31 March 2010). mbank distributes its products and services in the Czech Republic and Slovakia through its internet platforms, through a physical distribution network operated by mbank and comprised of 17 financial centers and 23 mkiosks, through phone services and through ATM networks. 1