Start of a rights issue of BRE Bank with pre-emptive rights

Start of a rights issue of BRE Bank with pre-emptive rights

From 19 to 26 May, investors may subscribe for new shares of BRE Bank in the brokerage houses all over Poland. Deutsche Bank AG, London Branch will be the Global Coordinator and Sole Bookrunner. Commerzbank Corporates & Markets will act as Joint Lead Manager.

Dom Inwestycyjny BRE Banku will be the Domestic Lead Manager and Offering Agent. Commerzbank will fully exercise its pre-emptive rights (69.78% of the offering). Deutsche Bank AG, London Branch is underwriting the remaining 30.22% offer shares. In the offering, BRE Bank offers 12,371,200 shares at PLN 160 per one share.12 pre-emptive rights entitle to subscribe for 5 new shares.

The shares issue is a component of the BRE Bank strategy for 2010 – 2012 announced at the beginning of March, which, among others, provides for reinforcing the three core areas of the Bank's operations: retail, corporates and financial markets. We are a strong player both among retail customers, as well as corporate clients. In the face of expected economic improvement, we want to exploit this potential. We want to offer to mBank clients faster and more convenient on-line access to products, including credit facilities, and to MultiBank clients we want to offer the highest quality and efficiency of services. Additionally, we want to intensify our support for enterprises’ development, says Mariusz Grendowicz, president of BRE Bank.

The issue of new BRE Bank shares is addressed to the existing Bank’s shareholders entitled to exercise pre-emptive rights and place additional subscriptions. The pre-emptive right gives priority to the existing shareholders to take up new shares pro-rata to the current holding. The record date was set up for 18 May 2010. It means that every share recorded on investor's securities account as at the end of that day will entitle to one individual pre-emptive right. 12 individual pre-emptive rights entitle to subscribe for 5 new shares.

BRE Bank has been informed by Commerzbank Auslandsbanken Holding AG (BRE Bank’s majority shareholder – Commerzbank AG subsidiary) that it has signed a written undertaking to exercise all individual pre-emptive rights attached to this company’s Shares in BRE Bank and take up the corresponding number of the offer shares (69.78% of the total number of the offer shares that BRE Bank will offer in a public offering, provided that all the offer shares finally offered under the public offering are acquired by the investors). Deutsche Bank AG, London Branch is underwriting the remaining 30.22% offer shares.

From 19 to 26 May subscriptions for BRE Bank shares will be collected in the brokerage houses all over the country. Deutsche Bank AG, London Branch will be the Global Coordinator and Sole Bookrunner. Commerzbank Corporates & Markets will act as Joint Lead Manager. Dom Inwestycyjny BRE Banku will be the Domestic Lead Manager and Offering Agent.

From 19 to 21 May pre-emptive rights will be traded on the stock exchange, listed as separate securities. In this period it will be possible to purchase or sell the pre-emptive rights. However, upon completion of the subscription period, non-exercised pre-emptive rights will expire and will no longer entitle their holders to any benefits in exchange.

Key dates related with the public offering of BRE Bank18 May 2010 Record date19-21 May 2010 Trading in pre-emptive rights on the Warsaw Stock Exchange (WSE)19 - 26 May 2010 Subscription period (subscription in exercise of pre-emptive rights and additional subscriptions)9 June 2010 Allotment of sharesno later than by 17 June 2010 First listing of rights to shares (PDA)
First listing of rights to shares (PDA)

In the offering, investors may subscribe for such a number of shares to which their pre-emptive rights entitle them (the so-called subscription in exercise of pre-emptive rights). Simultaneously, those who were the BRE Bank shareholders as at 18 May 2010 may submit the so-called additional subscriptions, for any number of shares offered, but no higher than the size of the offering (including the number of shares covered by the subscription in exercise of pre-emptive rights submitted by such a shareholder). The shares which will not be acquired through exercise of pre-emptive rights will be allotted to investors who submit additional subscriptions. The remaining shares (not acquired on the basis of subscriptions in exercise of pre-emptive rights or additional subscriptions) will be allocated to investors invited by the Management Board (rump placement).

Disclaimer:
This document is for informational and promotional purposes only and under no circumstances shall constitute the basis for a decision to invest in the shares of BRE Bank S.A. with its seat in Warsaw (the “Bank”) in the rights issue offering. This document does not constitute an offer to sell, or an invitation to subscribe for or to buy, any securities of the Bank. In particular, this document is not an offer of securities for sale in the United States.
The prospectus (the “Prospectus”) prepared in connection with the public offering of shares in the Bank, including pre-emptive rights as well as admission and introduction thereof to trading on the regulated market (main market) operated by the Warsaw Stock Exchange (the “WSE”), constitutes the sole and only legally binding offering document containing information about the public offering of the Bank’s securities in Poland (the “Offering”). On 12 May 2010 the Financial Supervision Authority approved the Prospectus. The Bank made the Prospectus available on its website (www.brebank.pl) and on the website of Dom Inwestycyjny BRE Banku S.A. (www.dibre.com.pl).
This document is not for distribution, directly or indirectly, in or into the United States, or in other countries where the public dissemination of the information contained herein may be restricted or prohibited by law. The securities referred to in this document have not been and will not be registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act of 1933.
The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. This document is not for distribution in the United States, Canada, Japan or Australia.
This document is directed only at (i) persons who are outside the United Kingdom, or (ii) investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”), or (iii) high net worth companies and other persons to whom it may lawfully be communicated falling within article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”). Any person who is not a Relevant Person must not act or rely on this document or any of its contents. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
In any EEA Member State other than Poland that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the “Prospectus Directive”), this document is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.