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THE MATERIAL CONTAINED ON THIS WEBSITE IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA. BY SELECTING “I AGREE” BELOW YOU ARE DEEMED TO REPRESENT THAT YOU ARE NOT LOCATED IN THE UNITED STATES NOR ARE YOU A U.S. PERSON AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933 (“U.S. SECURITIES ACT”). REVIEWING THIS MATERIAL IN BREACH OF THIS REPRESENTATION MAY CAUSE A VIOLATION OF UNITED STATES SECURITIES LAWS.
This material, which relates to the rights issue and a public offering of the new shares of mBank S.A. (the “Public Offering”) with its seat in Warsaw (“Bank”) with the pre-emptive rights (“New Shares”), is either an advertisement or information disclosed by the Bank to the public in order to fulfil the Bank’s reporting obligations arising under applicable laws and regulations and not a prospectus or other offering document for the purposes of applicable measures implementing EU Directive 2003/71/EC (such Directive, together with the Polish Act on the Public Offering And Conditions Governing the Introduction of Financial Instruments to Organized Trading and on Public Companies of July 29, 2005 and other applicable regulations, the “Prospectus Directive”) and as such does not constitute an offer to sell or the solicitation of an offer to purchase securities.
The prospectus (the “Prospectus”) which will be subject to the Polish Financial Supervision Authority approval will constitute the sole and only legally binding offering document containing information about the Bank’s rights issue by way of a public offering of the Bank’s shares and about their admission and introduction to trading on the regulated market operated by the Warsaw Stock Exchange. The Prospectus will be published and will be available on the Bank’s website (www.brebank.pl) and on the website of Dom Inwestycyjny BRE Banku S.A. (www.dibre.com.pl).
It may be unlawful to distribute the material to which you will gain access in certain jurisdictions. Please note that the material is not intended for publication or dissemination in any jurisdiction where such publication or dissemination may be unlawful in accordance with the applicable laws.
The information placed on this website is not for distribution, directly or indirectly, in or into the United States, or in other countries where the public dissemination of such information may be restricted or prohibited by law. The securities referred to in the information placed on this website 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. There will be no public offering of New Shares in the United States.
The information placed on this website 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. The information placed on this website is not for distribution in the United States, Canada, Japan or Australia. There will be no public offering of New Shares in the United States.
Neither the Prospectus nor the New Shares covered thereunder will be registered, approved or notified in any country other than the Republic of Poland, specifically in accordance with the Prospectus Directive or the U.S. Securities Act and they cannot be offered or sold outside the territory of the Republic of Poland (including within the territory of other countries of the European Union or the United States of America) unless in any relevant jurisdiction such offer or sale could be done in compliance with the laws without the need for the Bank or its advisors to comply with any additional legal requirements. Any investor who resides in or has its registered office outside the Republic of Poland should review the relevant regulations of the Polish law as well as the regulations of other countries which may apply thereto in connection with participation in the Public Offering.