BNP PARIBAS BANK POLSKA SA Registration of the BNP Paribas Bank Polska SA share capital increase

current report no. 21/2014

Registration of the BNP Paribas Bank Polska SA share capital increase and agreeing on the consolidated text of the Bank's Statute

1. Share capital increase

The Board of Executives of BNP ParibasBank Polska SA (hereinafter "the Bank") informs that it acquired information that on 27 May 2014 the District Court for the Capital City of Warsaw, 13th Commercial Division of the National Court Register registered the increase in the Bank's share capital.

Due the share capital increase, theshare capital of the Bank was raised from PLN 1,304,380,415.96 to the amount of PLN 1,532,886,878.90, i.e. by PLN 228,506,462.94 as a result of issuance of 5,026,539 series O ordinary bearer shares.

After the registration of the capitalincrease, the Bank's share capital amounts to PLN 1,532,886,878.90 and is divided into 33,719,465 ordinary bearer shares with a nominal value of PLN 45.46 each which carry the right to 33,719,465 votes at the Bank's General Meeting.

2. Share capital structure

The Bank's share capital structure isas follows:

SHARE CAPITAL

Series/issue\\ Type of shares \\ Typeof preference \\ Number of shares \\ Issue value (at nominal value,in PLN) \\Capital contribution method \\ Date of registration \\ Eligibility for dividend (date)

A ordinary shares none 634,060 \\28,824,367.60 cash 19.12.1990 from full payment

B ordinary shares none 1,115,940 \\50,730,632.40 cash 30.04.1991 from full payment

C ordinary shares none 2,000,000 \\90,920,000.00 cash 14.07.1994 01.01.1994

D ordinary shares none 1,250,000 \\56,825,000.00 cash 11.07.1996 01.01.1995

E ordinary shares none 1,250,000 \\56,825,000.00 cash 11.04.1997 01.01.1996

F ordinary shares none 625,000 \\28,412,500.00 cash 04.06.1998 01.01.1997

G ordinary shares none 740,000 \\33,640,400.00 cash 04.06.1998 01.01.1997

H ordinary shares none 761,500 \\34,617,790.00 cash 08.10.1999 01.01.1999

I ordinary shares none 1,675,300 \\76,159,138.00 cash 03.07.2000 01.01.1999

J ordinary shares none 5,025,900 \\228,477,414.00 cash 28.06.2001 01.01.2000

K ordinary shares none 1,693,480 \\76,985,600.80 cash 02.01.2007 01.01.2006

L ordinary shares none 5,243,532 \\238,370,964.72 Net assets of Dominet Bank SA 31.07.2009 01.01.2009

M ordinary shares none 2,108,794 \\95,865,775.24 cash 14.09.2009 01.01.2009

N ordinary shares none 4,569,420 \\207,725,833.20 cash 23.06.2012 01.01.2012

O ordinary shares none 5,026,539 \\228,506,462.94 cash 27.05.2014 01.01.2014

Total number of shares 33,719,465

Total share capital 1,532,886,878.90

Nominal value of 1 share = PLN 45.46

3. Shareholding structure

As at 27 May 2014 the shareholdingstructure specifying all shareholders entitled to exercise at least 5% of the total voting rights at the General Meeting of the Bank is as follows:

Shareholder \\ Number of shares held\\% of the shares held \\ Number of votes at the GSM \\ % in of votes at the GSM

BNP PARIBAS SA (indirectly) through*:28,661,545 85.00% 28,661,545 85.00%

BNP Paribas Fortis SA/NV

directly 23,418,013 69.45% 23,418,01369.45%

indirectly through Dominet SA inliquidation** 5,243,532 15.55% 5,243,532 15.55%

Others 5,057,920 15.00% 5,057,92015.00%

Total 33,719,465 100.00% 33,719,465100.00%

* BNP PARIBAS SA is the controllingentity of BNP Paribas Fortis SA/NV, based in Brussels, holding 99.93% of its shares.

** BNP Paribas Fortis SA/NV holds 100%shares of Dominet SA in liquidation.

4. Amendments to the Statute

With reference to the share capitalincrease, Article 6 of the Bank's Statute was amended accordingly:

Former wording:

"Article 6

The share capital of the bank is PLN 1304 380 415.96 (one billion three hundred four million three hundred eighty thousand four hundred fifteen zlotys ninety six grosz) and is divided into 28 692 926 (twenty eight million six hundred ninety two thousand nine hundred twenty six) ordinary bearer shares, each with the nominal value of PLN 45.46 (forty five zloty forty six grosz)."

Currently binding wording:

"Article 6

The share capital of the Bank is PLN 1532 886 878.90 (one billion five hundred thirty two million eight hundred eighty six thousand eight hundred seventy eight zloty ninety grosz) and is divided into 33 719 465 (thirty three million seven hundred nineteen thousand four hundred sixty five) ordinary bearer shares, each with the nominal value of PLN 45.46 (forty five zloty forty six grosz)."

Enclosed please find the consolidatedtext of the Bank's Statute determined by the Supervisory Board based on the consolidated text of the Statute binding to date, and taking into account the amendment adopted by Resolution No. 11 of the Annual General Meeting held on 7 April 2014 and the statement of the Board of Executives of the Bank specifying the value of the Bank's share capital of 7 May 2014.

Disclaimer:

This report constitutes fulfilment ofthe Bank's reporting obligations, is for informational and promotional purposes only and under no circumstances shall constitute an offer or invitation, or form a basis for a decision to invest in the securities of BNP Paribas Bank Polska S.A. (the "Company"). The prospectus (the "Prospectus") prepared in connection with the offering and admission of the Company's shares to trading on the Warsaw Stock Exchange was approved by the Polish Financial Supervision Authority and together with all published supplements and update reports is the sole legally binding document containing information about the Company and the offering of its shares in Poland (the "Offering"). The Prospectus has been published and is available on the Company's website http://www.bnpparibas.pl and on the website of the Offering Agent, Dom Maklerski Banku Handlowego S.A., http://www.dmbh.pl.

This report does not constitute arecommendation within the meaning of the Regulation of the Polish Minister of Finance Regarding Information Constituting Recommendations Concerning Financial Instruments or Issuers Thereof dated October 19, 2005.

This report (and the informationcontained herein) does not contain or constitute an offer of securities for sale, or solicitation of an offer to purchase securities, in the United States, Australia, Canada or Japan, or any other jurisdiction. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States or to U.S. persons. No public offering of the securities will be made in the United States.

This report is being distributed onlyto and is directed only at (a) persons outside the United Kingdom, (b) persons who have professional experience in matters relating to investments, i.e. investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), and (c) high net worth companies, unincorporated associations and other persons to whom it may lawfully be communicated in accordance with Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The securities will be available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be only with, relevant persons. Any person who is not a relevant person should not act or rely on this report or any of its contents.

Not for release, directly orindirectly, in or into the United States of America, Australia, Canada or Japan.

Legal basis: Article 5 para. 1 item 9,Article 15 and Article 38 para. 1 item 2 of the Minister of Finance Ordinance dated 19 February 19 2009 regarding the current and periodic information disclosed by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non-member state (Journal of Laws of 2014, item 133)

More information on page: biznes.pap.pl

kom espi pif/