09.06.2010
Current Report No. 42/2010NOT TO BE DISSEMINATED, PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN.Legal basis: Art. 33 (1) of the order of the Minister of Finance of February the 19th, 2009 on current and periodic disclosures to be provided by issuers of securities and conditions for consideration of disclosures required by the law of a non-member state to be equivalent.The Management Board of BRE Bank S.A. in Warsaw ("the Bank") hereby informs the public as follows in connection with the closure of the subscription and the allocation of 12,371,200 of newly issued shares in the Bank with face value of PLN 4 per share ("Newly Issued Shares") carried out pursuant to resolution No. 22 of the Ordinary General Meeting of the Bank of March the 30th, 2010.1. Opening and closure dates of the subscription to Newly Issued Shares:(a) date of opening subscriptions to Newly Issued Shares in exercise of subscription rights and additional subscriptions: May the 19th, 2010;(b) date of closure of subscriptions to Newly Issued Shares in exercise of subscription rights and additional subscriptions: May the 26th, 2010.2. Date of allocation of Newly Issued Shares: June the 9th, 2010.3. Number of Newly Issued Shares covered by the subscription: 12,371,200 Newly Issued Shares.4. Reduction rate applicable to the additional subscriptions to Newly Issued Shares: 98.8%.5. Number of Newly Issued Shares subscribed to:(a) as part of exercise of subscription rights: 12,287,554 Newly Issued Shares;(b) as part of additional subscriptions: 7,050,232 Newly Issued Shares.6. Number of Newly Issued Shares allocated as part of the subscription: 12,371,200 Newly Issued Shares.7. Issue price of take-up of the Newly Issued Shares: PLN 160.8. Number of subscribers to Newly Issued Shares and number of persons to whom Newly Issued Shares have been allocated as part of the completed subscription:(a) 3,693 subscriptions to Newly Issued Shares were made as part of exercise of subscription rights;(b) 578 subscriptions to Newly Issued Shares were made as part of additional subscriptions.As a single investor could make several subscriptions, the Bank is not aware of the number of single investors having subscribed as part of exercise of subscription rights, the number of single investors having made additional subscriptions or the number of single investors to whom Newly Issued Shares have been allocated as at the date hereof.9. The sub-issuer has not taken up any Newly Issued Shares.10. The value of the subscription (product of number of Newly Issued Shares included in the offering and their issue price) amounts to PLN 1,979,392,000.11. The estimated cost of issuance of the Newly Issued Shares is defined in the ‘Other Information – Cost of Public Offering’ chapter of the prospectus covering them. The cost of issuance of Newly Issued Shares calculated based on invoices received and approved by the Bank and the agreed fees amounted to PLN 13,561,424.38 as at the date hereof including:(a) cost of preparation and implementation of the public offering of Newly Issued Shares: PLN 2,995,100.00;(b) sub-issuer’s fee: PLN 7,475,992.00;(c) cost of drawing up the prospectus covering the Newly Issued Shares: PLN 1,392,590.04;(d) cost of promotion of the public offering of Newly Issued Shares: PLN 1,281,000.00;(e) taxes: PLN 415,608.00.The Bank estimates that it will incur additional cost of the issuance amounting to PLN 386,917.00 including the costs of the issuance not yet finally approved and invoiced as at the date hereof.As the cost of issuance referred to in the preceding section has not been finally settled, the cost of issuance of the Newly Issued Shares has been estimated and charged to cost of issuance according to the best knowledge of the Bank. The final cost of issuance of the Newly Issued Shares will be presented and disclosed to the public in a periodic report of the Bank.Method of settlement in the commercial books and recognition in the financial statement: the estimated cost of issuance of the Newly Issued Shares defined in the ‘Allocation of Receipts from the Public Offering’ chapter of the relevant prospectus will be settled in the commercial books by reducing the excess of the issuance value of Newly Issued Shares over their face value. The said cost will be included in the financial statement under the ‘Share premium’ heading.12. According to the balance of costs calculated based on invoices received and approved by the Bank and agreed fees as at the date hereof, the average cost of issuance of Newly Issued Shares per Newly Issued Share included in the subscription amounts to PLN 1.10 (PLN 1.13, if estimated cost of issuance is taken into account).DisclaimersThis report is designated for information purposes only. In no case should it be the basis for a decision to purchase securities of BRE Bank S.A. in Warsaw ("the Bank") included in the public offering of shares. This report is not an offer of sale of any securities nor an invitation to subscribe to or purchase any securities of the Bank. In particular, it is not an offer of purchase of securities in the United States of America.The prospectus ("the Prospectus") covering the public offering of shares in the Bank with subscription rights and their authorisation and introduction into trading on the regulated market (primary market) managed by Giełda Papierów Wartościowych w Warszawie S.A. ("GPW") is the only legally binding document containing information about the public offering of the Bank shares in Poland ("the Offering"). The Polish Financial Supervision Authority approved the Prospectus on May the 12th, 2010. The Prospectus is available from the website of the Bank (www.brebank.pl) and from the website of the Brokerage House of BRE Bank S.A. (www.dibre.com.pl).This report is not designated for direct or indirect distribution in or to the United States of America or other countries where distribution of information included herein to the public may be restricted or illegal. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933 and must not be offered or sold in the United States of America except for transactions exempted from the registration obligation provided for in the U.S. Securities Act or under an exception to such registration obligation.The information included herein is not an offer of purchase, nor an invitation to buy. The securities defined herein must not be sold in any jurisdiction where such offer or invitation would be illegal prior to registration, exemption from such registration or another qualification with regard to the law of such jurisdiction. This report must not be distributed in Canada, Japan or Australia.This report is only designated for (i) persons outside the United Kingdom or (ii) investing professionals in the meaning of Art. 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (“the Order”) or (iii) companies with high value of net assets and other persons to whom it may legally be delivered pursuant to Art. 49(2)(a)-(d) of the Order (such persons are hereinafter jointly referred to as “the Relevant Persons”). A person other than a Relevant Person may not act based on the report herein or based on any part thereof or refer thereto. All investments or investing activities referred to herein may and shall only be performed or conducted by Relevant Persons.In all Member States of the European Economic Area having implemented Directive 2003/71/EC (including all implementing regulations of any Member State, "Prospectus Directive"), this report is only addressed to and designated for investors qualified in a given Member State in the meaning of the Prospectus Directive.