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mruszczy: NEED LOGOS!!

mruszczy: NEED LOGOS!!. PKO BP INITIAL PUBLIC OFFERING. CONFIDENTIAL | 18 NOVEMBER 2004. PRELIMINARY | SUBJECT TO FURTHER REVIEW AND EVALUATION.

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mruszczy: NEED LOGOS!!

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  1. mruszczy: NEED LOGOS!! PKO BP INITIAL PUBLIC OFFERING CONFIDENTIAL | 18 NOVEMBER 2004 PRELIMINARY | SUBJECT TO FURTHER REVIEW AND EVALUATION THESE MATERIALS MAY NOT BE USED OR RELIED UPON FOR ANY PURPOSE OTHER THAN AS SPECIFICALLY CONTEMPLATED BY A WRITTEN AGREEMENT WITH CREDIT SUISSE FIRST BOSTON.

  2. The Largest Ever CEE Equity Offering The largest ever equity offering in Central & Eastern Europe – $2.3bn The second largest European IPO to date in 2004 Largest Financial Institutions IPO in 2004 First / only Polish bank privatised without a strategic investor, presenting a national champion to a global investor base CSFB’s 3rd Central & Eastern European IPO in 2004 CSFB is #1 in CEE Equity issuance in the last 3 years with c. 50% market share The IPO of PKO BP is a landmark transaction in CEE

  3. Transaction Highlights • The transaction was heavily oversubscribed • Polish retail offering oversubscribed by more than 10x • International offering more than 10x covered • Offer size increased by more than 25% the day before pricing • IPO priced at the top of the price range • Broad global investor participation • Attractive valuation achieved by The State Treasury of Poland, who retain a 52% stake • IPO priced at a 5% discount to the four largest CEE listed banks • The IPO represents nearly 90% of the Polish privatization budget for 2004

  4. Transaction Structure Offering Structure PLN 7.6 billion$2.3 billion Initial Public Offering Sole Global Coordinator November 3, 2004 On 3 November 2004, CSFB, acting as Sole Global Coordinator, completed the $2.3 billion Privatisation of PKO BP, the largest bank in Poland

  5. GDP ($billions) Population (millions) EU 381 EU 10,523 Poland 38.2 Poland 210 Czech Republic 10.3 Czech Republic 85 Hungary Hungary 10.1 83 Slovakia Slovakia 5.4 33 Source: EIU Source: EIU Bank Assets / GDP (%) Loans / GDP (%) 246 (1) 114 EU (1) EU Czech Republic 117 Hungary 60 Slovakia 93 Czech Republic 43 Hungary 86 Poland 37 Poland 60 Slovakia 37 Investment Highlights - Poland Source: EIU, European Central Bank, National Banks as at 31 December 2003 Note: 1) 2002 figures for bank assets Source: EIU, European Central Bank, National Banks as at 31 December 2003 Note: 1) 2002 figures for loans Poland is the largest new EU member and has the least penetrated banking market among the major markets

  6. Investment Highlights - PKO BP Largest Bank in Poland • Assets of PLN 86.1billion (US$23.0bn) Leading market position • No. 1 in loans and deposits • No. 1 in cash payment cards issued Nationwide distribution network – largest in Poland • 1,222 branches, 3,140 agencies, 1,785 ATMs • Over 5.3 million retail and over 400,000 corporate accounts Financial strength and proven risk management • Diversified loan portfolio • Strongly capitalised and improving asset quality Profitable track record • Half of entire banking sector’s earnings in 2003 • 20.7% Return on Equity PKO BP: Poised for profitable growth

  7. Equity Capital Market Context • Challenging European IPO market • Investors highly price sensitive and selective in their investment decisions • Mixed aftermarket performance of recently priced IPOs • Macro-environmental uncertainties • US elections on the day before pricing • Unsettled political environment in Poland • Limited knowledge of Poland among non-GEM & EMEA global investor base • Structural expensiveness of Polish market

  8. CSFB’s research team presented the investment case of PKO to over 125investors in 17 cities (8 in Europe and 9 in the US) in one-on-one meetings, group meetings and conference calls Thorough sales force preparation prior to launch and continuous updates to drive momentum Broadest possible investor base addressed Dedicated CEE & GEM Investors Pan-European Investors Investor Education • Global Investors • Financial Specialists European Investor Education US Investor Education Stockholm Denver Amsterdam Seattle Boston Frankfurt San Francisco Vienna New York Dublin London San Diego Wilmington Paris Texas Miami Zurich Milan Please note: The CSFB Research Department does not form part of the marketing team on any potential transaction. If the CSFB Research Department should issue a research report the only role of the research analyst is to provide information to the market on the issuer and the issuer’s sector

  9. Key Investor Themes During Investor Education • Key Fundamental Themes • Recognition of PKO BP’s leading franchise • Retail exposure • Growth potential of revenues • Favourable economic backdrop • High ROE • Acknowledgement that PKO BP is a “must own” stock locally • Breadth of opinion on choice of other appropriate benchmarks • Concern that Polish banking sector is structurally expensive • Costs and ability to control / cut them • Market share erosion • Management credibility / Government control • Incentivisation of senior management • Excess capitalisation • Sustainability of margins • Lack of GDR Valuation sensitivity was apparent among both domestic and international institutions

  10. Addressing Investor Concerns

  11. International Roadshow Schedule Boston London London London • Comprehensive roadshow with management presenting to nearly 200 investors • 240 orders in the book with high-quality international investors taking up significant stakes • Over 90% hit ratio Batterymarch FM Boston Company AM Boston Overseas Emerging Markets Investors Evergreen IM Fidelity MFS IM Oechsle Int Advisors Pioneer IM Putnam Investments State Street Global Wellington Aberdeen AM Aeneas Capital AIG Global Investment Alliance Capital Atlantic CM Barclays Private Clients Baring AM BDT Black Ant Group Cantillon CM Capital International (2) Charlemagne Capital Citigroup AM Clariden Bank Conseq Credit Suisse AM Deephaven CM Deutsche AM Elliott Advisors Everest Capital F&C AM Fidelity Investment Fleming Family & Partners Fortis Investments Fortune FM Gartmore IM Genesis IM GLG Partners LP Global AM Goldman Sachs AM Govt of Singapore Inv. Griffin CM Holte Capital Investicni Kapitalova S. John A Levin & Co JP Morgan Fleming Jupiter AM Lansdowne Partners Lazard AM Legg Mason Investments London & Mercantile London & Pacific Marble Bar AM Meditor CM Merrill Lynch IM Metropole Gestion Mondrian Moore Europe CM MT Thaler IM Neptune IM Newton IM Nomura AM Odey AM Och-Ziff Oxburgh Pictet AM Partner Fund Management Pioneer Alternative IM Plutus Capital Polygon Inv. Partners Principal Global Investors Putnam Investments Schroder IM Seneca Sigma CM Sloane Robinson IM Standard Life Investments Swiss Re Sydbank Thames River Capital Theorema AM Toscafund T Rowe Price UBS West Asset Management ZBI Europe New York Amsterdam AIG Global Invesment American Century IM Artha Capital Blue Ridge Capital Citadel IM Clay Finlay Deutsche AM Duquesne DuPont CM Emerging Sovereign Group Federated Global IM Gilder Gagnon Howe & Co GLS Capital HBK Investments Julius Baer IM Kingdon Capital Mmgmt Lazard AM Lord Abbett & Co Morgan Stanley IM Oaktree CM Pequot Capital Partners Rohatyn Group Satellite AM Shoreline/Victoire Finance Sierra Global Mgmt Sigma Capital Sunova Capital Third Point Mgmt Tiedemann United States Trust Viking Global Investors Wasatch Advisors ABN Amro AM Delta Lloyd Verzekeringen ING Lombard Odier Inst. AM Stichting Shell Pensioenfonds Frankfurt Activest Investment Allianz Dresdner AM AXA Investment Managers Deka Investment DWS Investment Union Investment West Coast Zurich Standard Pacific Capital Anova Bank Leu Clariden Bank Fortune Management Julius Baer MC Trustco Swiss Re Vontobel AM UBS Global AM Zurcher Kantonalbank

  12. Demand Dynamics • Huge media interest and speculation… more than 500,000 retail investors queuing for shares • The retail offering comprised 2 tranches • An offering to bank customers • An offer open to all retail investors • Retail investors entitled to a price discount as well as bonus shares in a year’s time • Polish institutional demand fuelled by pension fund growth • Pension funds structurally required to invest in PKO BP • PKO BP represents the highest market capitalisation stock in the WIG • Broad global investor participation • Education of investors coupled with relentless marketing resulted in successful cross-selling

  13. Unique Marketing Strategy Maximized Demand Banks Specialist Sales CEE & GEM Specialist Sales Global Salesforces Europe US Europe US Europe US Financial Institution Specialists GEM + EMEA Funds European Funds Global Funds US Funds Sector Other Sector Other Sector Other Investor Education: Banks Research Team & EMEA Research Team CSFB’s unique distribution platform resulted in superior execution and ultimately the best pricing for the government

  14. International Demand Analysis • Offering generated significant excitement amongst investors and stimulated demand from a broad range of investor constituencies • Polish specialists (EMEA Funds) • CEE market specialists (GEM + EMEA Funds) • Financial Specialists • Pan-European Funds • Global Funds • Extremely high quality international book of demand including both dedicated EMEA and general funds in Europe and the US • Gross demand of 890 million shares / $5.4 bn Largest 15 Orders Evolution of Demand Tranche size

  15. Breakdown by Tier Allocation by Region 2,500m RoW 2% RoE 21% 2,179 2,059 2,000m UK 52% US 25% 1,500m Cumulative Demand ($ million) Breakdown by Investor Orientation 1,000m Other 839 Sector Funds 5% 10% CEE Funds 30% Global Funds 500m 15% 307 GEM Funds Pan-European 0m 20% Funds Tier 1 Tier 2 Tier 3 Tier 4 20% Note: Tier 1 represent the highest quality institutions Breakdown of International Demand

  16. Pricing and Allocation • The decision to price the transaction at the top of the range was based on: • Significant oversubscription levels • The removal of price limits from most investors by the end of the roadshow • Given oversubscription levels, it was imperative to distinguish between aggregate and allocable demand • This was particularly challenging given the high quality of international order book • Allocation strategy designed to create an investor base comprising long term holders with appetite to buy more in the after market • CSFB successfully managed international investors expectations so that under allocation was widely expected • Retail allocation needed to take account of the leverage provided by many brokers • The demand tension created by our allocation strategy stimulated significant secondary market flow from international investors

  17. Stock closed at PLN24.50 on the first day trading, +19.5% above the issue price Offering priced at a 12.2x ‘05E P/E, 2.69x P/BV Currently trading at 14.6x ‘05E P/E, 3.21x P/BV Trading activity in PKO BP shares set a new record on the Warsaw Stock Exchange Highest turnover for a single stock Highest session turnover for all companies Price Performance PLN25.0 35 PLN24.5 30 PLN24.0 25 PLN23.5 PLN23.0 20 Share Price PLN22.5 Pricing Premium / (Discount) Volume in Millions 15 PLN22.0 Premium / (Discount) based on ‘05E P/E 35.2% Offer Price Today 35% PLN21.5 10 22.3% 25% 13.8% PLN21.0 12.2% 15% 5.2% 5 5% PLN20.5 -5% (5.0%) (8.1%) PLN20.0 0 -15% (12.0%) Offer Price 10-Nov-04 12-Nov-04 15-Nov-04 -25% Volume PKO BP OTP Pekao Erste Bank CEE Average Price Performance Note: Volume adjusted for double counting in the Warsaw Stock Exchange Market data as at 15 November, Bloomberg Note: CEE Average includes: Pekao, OTP, Bank BPH and Komercni Banka Market data as at 15 November, IBES estimates Right pricing strategy secured strong aftermarket performance

  18. Implications for Further CEE Equity Issuance • Significant investor appetite for CEE Equities • Continued belief in the economic fundamentals of the region • EU convergence platform provides defensive CEE market exposure • Continued theme of non-specialist investors focusing on CEE as they continue to chase outperformance

  19. Bookrunner of 10 IPOs in 2004 YTD, re-opening the IPO market in a number of countries and sectors Consistent delivery to vendors by pricing every single IPO within the initially set price range Priced more IPOs than any other bank (in absolute and percentage terms) at or above the mid-point of the price range Better aftermarket than any other lead manager CSFB over the last 5 years has led more IPOs in Europe and globally than any other bank # of IPOs Executed in 2004 YTD 10 10 8 8 6 CSFB MS GS ML UBS # IPOs Priced at or Above Range Midpoint US$194m CHF180m €1,451m €456m 70.0% 7 70% 50.0% IPO IPO IPO IPO 6 60% 5 50% 7 33.3% 33.3% Joint GlobalCo-ordinator & Bookrunner Joint Global Co-ordinator & Bookrunner Global Co-ordinator & Bookrunner 4 40% % of IPOs  # of IPOs Bookrunner 3 30% 12.5% 4 2 20% 0.0% 0.0% 3 2 1 10% 1 0 0% CSFB UBS GS CITI DB ML MS October 2004 September 2004 June 2004 April 2004 # of IPOs Priced At or Above Mid Point of Price Range % of IPOs Priced At or Above Mid Point of Price Range Premium/Discount to Midpoint of Range €217m CHF206m US$167m US$127m US$103m IPO IPO IPO IPO IPO Joint Global Co-ordinator & Bookrunner Joint Global Co-ordinator & Bookrunner Global Co-ordinator & Bookrunner 1.6% Bookrunner Bookrunner -7.0% -9.3% -6.0% -4.5% -2.8% -6.6% March 2004 March 2004 March 2004 March 2004 February 2004 CSFB MS ML UBS DB Citi GS CSFB – First Class IPO Execution Platform CSFB led IPOs in 2004 US$2,300m IPO Sole GlobalCo-ordinator & Bookrunner November 2004 Source: Bondware and Datastream CSFB is #1 in European IPO issuance in 2004 and has consistently met vendor expectations

  20. US$194m IPO October ‘04 US$2,300m IPO November ‘04 CEE Equity Issuance Last 3 Years Rank Manager Amt (US$ m) # Deals %Share US$407mABB November ‘03 US$107m ABB April ‘04 US$127m IPOMarch ‘04 1 Credit Suisse First Boston 4,000 9 47.1 2 Morgan Stanley 1,187 2 14.0 3 UBS 793 4 9.3 US$201mABB April ‘03 4 ING 727 6 8.6 5 Citigroup 495 2 5.8 Other 1,295 6 15.2 Total 8,497 29 100.0 Source: Bondware; tables include CEE equity offerings >$50m; since November 2001 US$825m ABB December ‘03 US$267m Block June ‘03 US$147mABB February ‘02 CSFB – No 1 CEE Equity Franchise CSFB has executed more equity offerings than any other bank in CEE over the last 3 years

  21. CSFB – Led the way in CEE Equity Offerings in 2003 2003 2003 CEE 2003 Equity Issuance Central & Eastern European Equity Deal of the Year Cesky Telecom Best Central & Eastern European Equity Bookrunner Source: Bondware Euroweek Euroweek CSFB was named the best Central and East European Equity Bookrunner by Euroweek and led the Deal of the Year (Cesky Telecom) in 2003

  22. These materials have been provided to you by Credit Suisse First Boston ("CSFB") in connection with an actual or potential mandate or engagement and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with CSFB. In addition, these materials may not be disclosed, in whole or in part, or summarized or otherwise referred to except as agreed in writing by CSFB. The information used in preparing these materials was obtained from or through you or your representatives or from public sources. CSFB assumes no responsibility for independent verification of such information and has relied on such information being complete and accurate in all material respects. To the extent such information includes estimates and forecasts of future financial performance (including estimates of potential cost savings and synergies) prepared by or reviewed or discussed with the managements of your company and/or other potential transaction participants or obtained from public sources, we have assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such managements (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). These materials were designed for use by specific persons familiar with the business and the affairs of your company and CSFB assumes no obligation to update or otherwise revise these materials. Nothing contained herein should be construed as tax, accounting or legal advice. You (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by these materials and all materials of any kind (including opinions or other tax analyses) that are provided to you relating to such tax treatment and structure. For this purpose, the tax treatment of a transaction is the purported or claimed U.S. federal income tax treatment of the transaction and the tax structure of a transaction is any fact that may be relevant to understanding the purported or claimed U.S. federal income tax treatment of the transaction. CSFB has adopted policies and guidelines designed to preserve the independence of its research analysts. CSFB’s policies prohibit employees from directly or indirectly offering a favorable research rating or specific price target, or offering to change a research rating or price target, as consideration for or an inducement to obtain business or other compensation. CSFB’s policies prohibit research analysts from being compensated for their involvement in investment banking transactions except to the extent such participation is intended to benefit investor clients.

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