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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN
Registration of rights to shares and new shares by the National Depository for Securities
The Management Board of BRE Bank S.A. (“Bank”) hereby informs that on the basis of a resolution of 19 May 2010, the Management Board of the National Depository for Securities (“NDS”) decided to:
(1) register in the NDS 12,371,200 rights to ordinary bearer new shares of the Bank with a nominal value of PLN 4 each (“Rights to Shares”), issued under resolution No. 22 of the XXIII Ordinary General Shareholders’ Meeting of the Bank of 30 March 2010, and mark them with the following code: PLBRE0005151, under the condition that such an issue of shares and their allotment is effected; the registration of the Rights to Shares in the NDS shall take place within three days from filing by the Bank with the NDS the documents confirming the allotment of shares and their issue being effective;
(2) register in the NDS 12,371,200 ordinary new shares of the Bank with a nominal value of PLN 4 each (“New Shares”), issued under resolution No. 22 of the XXIII Ordinary General Shareholders’ Meeting of the Bank of 30 March 2010, and mark them with the following code: PLBRE0000012, under the condition that the increase of the Bank’s share capital carried out through the issue of new shares is registered with the register of business entities and that a decision is made by the company operating the regulated market on introducing the shares to trading on the same regulated market on which other Bank’s shares will be introduced; the registration of the New Shares in the NDS shall take place within three days from filing by the Bank with the NDS the documents confirming the registration of the share capital increase in the register of business entities and the documents confirming the adoption by the company operated the regulated market of the decision on introducing such shares to trading on the same regulated market on which other Bank’s shares will be introduced, however not earlier than on the date of introducing such shares to trading on that market.
Information on registering the Rights to Shares under the following code: PLBRE0005151 and about the number of the Rights to Shares marked with that code, as well as information on closing accounts operated for such Rights to Shares and registering New Shares under the following code: PLBRE0000012, and about a number of New Shares marked with that code will be provided in the form of KDPW announcements.
Disclaimer:
This report 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 report does not constitute an offer to sell, or an invitation to subscribe for or to buy, any securities of the Bank. In particular, this report 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 report 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 report 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 report is not for distribution in the United States, Canada, Japan or Australia.
This report 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 report or any of its contents. Any investment or investment activity to which this report 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 report is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.
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