Information for U.S. Shareholders

The Tender Offer is being made by the Bidder for the Shares in the Bank, a joint-stock company (spółka akcyjna) incorporated under the laws of the Republic of Poland, whose shares are listed on the regulated market operated by the Warsaw Stock Exchange (the “WSE”). The Tender Offer is subject to Polish disclosure and procedural requirements, which are different from those of the United States. U.S. Shareholders are advised that the Shares are not listed on a U.S. securities exchange and that the Bank is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the “SEC”).

The Tender Offer is being made in the United States in compliance with Section 14(e) of the U.S. Exchange Act and the rules and regulations promulgated thereunder, including Regulation 14E, and in reliance on the exemption from regulation under Regulation 14D and certain provisions of Regulation 14E provided by Rule 14d-1(d) under the U.S. Exchange Act, known as the “Tier II” exemption, and otherwise in accordance with the requirements of Polish law. Accordingly, the Tender Offer is subject to certain disclosure and other procedural requirements, including with respect to the timetable of the Tender Offer, the subscription procedure and settlement, that are different from those applicable under U.S. domestic tender offer procedures and laws.

The receipt of cash pursuant to the Tender Offer by a U.S. Shareholder will generally be a taxable transaction for U.S. federal income tax purposes and may be a taxable transaction under applicable state and local laws, as well as foreign and other tax laws. Each U.S. Shareholder is urged to consult its own independent professional adviser regarding the tax consequences of subscribing or not subscribing for the sale of its Shares in the Tender Offer.

It may be difficult for U.S. Shareholders to enforce their rights and claims arising out of the U.S. federal securities laws, since the Bidder and the Bank are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. U.S. Shareholders may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court’s judgment.

In accordance with the Public Offering Act, from the submission of the notification of the intention to announce the Tender Offer until the completion of the Tender Offer, the Bidder and its dependent entities may not acquire shares of the Company other than pursuant to the Tender Offer and may not dispose of shares of the Bank. No purchases of Shares will be made outside the Tender Offer in the United States by or on behalf of the Bidder. Subject to the foregoing, and to the extent permitted under applicable law, including Polish law and Rule 14e-5 under the U.S. Exchange Act, purchases of, or arrangements to purchase, Shares may be made outside the Tender Offer and outside the United States before or during the period in which the Tender Offer remains open for subscriptions. In addition, the Bidder’s financial adviser and its affiliates may, in the ordinary course of their business, purchase or make arrangements to purchase Shares for their own accounts or for the accounts of their customers outside the Tender Offer before or during the period in which the Tender Offer remains open for subscriptions, in accordance with Rule 14e-5(b) under the U.S. Exchange Act, to the extent permitted by Polish law. If information concerning such purchases is disclosed in Poland, corresponding disclosure will be made in the United States.

Neither the SEC nor any U.S. state securities regulator or other regulatory authority has approved or disapproved the Tender Offer, passed upon the fairness or merits of the Tender Offer or provided an opinion as to the accuracy or completeness of this Tender Offer circular or any other documents regarding the Tender Offer. Any representation to the contrary constitutes a criminal offence in the United States.