PKO BP INITIAL PUBLIC OFFERING

CONFIDENTIAL | 18 NOVEMBER 2004

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.

PRELIMINARY | SUBJECT TO FURTHER REVIEW AND EVALUATION

2

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 Largest Ever CEE Equity Offering

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 StructureIssuer PKO Bank Polski

Seller The State Treasury of Poland, retain 52%

Pricing Date 3 November 2004

First Trading Date 10 November 2004

Shares Offered 377 million shares, all secondary

Reverse Greenshoe Reverse Greenshoe option covering 6.5% of Offering (all secondary)

Price Range

Offer Price

PLN 17.5-20.5 per share

PLN 20.5 per share

Offer Size PLN 7.6 billion (US$ 2.3 billion)

Pre Offer Post Offer

Shareholders Polish Treasury 100.0% 52%

Employees 0.0 10%

Free Float 0.0 38%

Tranche Sizes Polish retail: 42%

Polish institutions: 35%

International institutions: 23%

Listing Warsaw Stock Exchange (No GDRs)

On 3 November 2004, CSFB, acting as Sole Global Coordinator, completed the $2.3 billion Privatisation of PKO BP, the largest bank in Poland

November 3, 2004

PLN 7.6 billion$2.3 billion

Initial Public Offering

Sole Global Coordinator

5

Investment Highlights - Poland

Poland is the largest new EU member and has the least penetrated banking market among the major markets

Source: EIU, European Central Bank, National Banks as at 31 December 2003Note: 1) 2002 figures for bank assets

Source: EIU, European Central Bank, National Banks as at 31 December 2003Note: 1) 2002 figures for loans

33

83

85

210

10,523

Slovakia

Hungary

Czech Republic

Poland

EU

5.4

10.1

10.3

38.2

381

Slovakia

Hungary

Czech Republic

Poland

EU

Population (millions) GDP ($billions)

Bank Assets / GDP (%) Loans / GDP (%)

60

86

93

117

246

Poland

Hungary

Slovakia

Czech Republic

EU(1)

37

37

43

60

114

Slovakia

Poland

Czech Republic

Hungary

EU(1)

Source: EIU Source: EIU

6

Investment Highlights - PKO BP

Largest Bank in Poland

Leading market position

Profitable track record

Assets of PLN 86.1billion (US$23.0bn)

No. 1 in loans and deposits

No. 1 in cash payment cards issued

Half of entire banking sector’s earnings in 2003

20.7% Return on Equity

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

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

Investor Education CSFB’s research team presented the investment case of PKO to over 125 investors 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

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

US Investor Education

Amsterdam

Frankfurt

London

Boston

DublinNew York

Seattle

European Investor Education

Paris

Milan

San Francisco

San Diego

Vienna

Wilmington

StockholmDenver

Miami

Zurich

Texas

Global Investors

Financial Specialists

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

Valuation sensitivity was apparent among both domestic and international institutions

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

10

Addressing Investor Concerns

Concerns Mitigant

Structure of IPO Potential for clawback Lack of GDR Reverse Greenshoe

Managed investor expectations Early education and particular assistance

with access to Polish market Over $500m placed internationally

Cost Control High staffing levels High cost/ income ratio Lack of incentives for senior

management

Focus on revenue story Achievements to date clearly communicated Potential for further operational efficiencies

communicated Targets emphasised by management Highly energised professional Board - a

number under 40

Government Relationship

Majority ownership/influence Possibility of management changes

with Government changes

Government representation on roadshow Government openly supportive of

management team and their targets Marketing strategy promoted management's

clear credibility and operational autonomy

Valuation Structural premium in Polish market Tight discount to CEE peers

Marshalling investor focus on unique characteristics of Poland

Focus on huge growth opportunity in under-penetrated market

Focused investors on Pekao SA as principal benchmark

11

International Roadshow Schedule

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

ConseqCredit 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 AMGovt of Singapore Inv.

Griffin CMHolte Capital

Investicni Kapitalova S.John A Levin & Co JP Morgan Fleming

Jupiter AM Lansdowne Partners

Lazard AM Legg Mason Investments

London & MercantileLondon & PacificMarble Bar AM

Meditor CMMerrill Lynch IM

Metropole GestionMondrian

Moore Europe CMMT Thaler IMNeptune IMNewton IMNomura AM

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

Standard Pacific Capital

West Coast

Batterymarch FMBoston Company AM

Boston OverseasEmerging Markets Investors

Evergreen IMFidelityMFS IM

Oechsle Int Advisors Pioneer IM

Putnam InvestmentsState Street Global

Wellington

Boston

AIG Global InvesmentAmerican Century IM

Artha Capital Blue Ridge Capital

Citadel IMClay Finlay

Deutsche AMDuquesneDuPont CM

Emerging Sovereign GroupFederated Global IM

Gilder Gagnon Howe & CoGLS Capital

HBK InvestmentsJulius Baer IM

Kingdon Capital MmgmtLazard AM

Lord Abbett & CoMorgan Stanley IM

Oaktree CMPequot Capital Partners

Rohatyn GroupSatellite AM

Shoreline/Victoire FinanceSierra Global Mgmt

Sigma CapitalSunova Capital

Third Point MgmtTiedemann

United States TrustViking Global Investors

Wasatch Advisors

New York

ABN Amro AMDelta Lloyd Verzekeringen

INGLombard Odier Inst. AM

Stichting Shell Pensioenfonds

Amsterdam

Sigma CM Sloane Robinson IM

Standard Life Investments Swiss ReSydbank

Thames River CapitalTheorema AM

Toscafund T Rowe Price

UBSWest Asset Management

ZBI Europe

Odey AMOch-ZiffOxburghPictet AM

Partner Fund Management Pioneer Alternative IM

Plutus CapitalPolygon Inv. Partners

Principal Global InvestorsPutnam Investments

Schroder IMSeneca

London London London

AnovaBank Leu

Clariden BankFortune Management

Julius BaerMC TrustcoSwiss Re

Vontobel AMUBS Global AM

Zurcher Kantonalbank

Zurich

Activest InvestmentAllianz Dresdner AM

AXA Investment ManagersDeka InvestmentDWS InvestmentUnion Investment

Frankfurt

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

CSFB’s unique distribution platform resulted in superior execution and ultimately the best pricing for the government

Unique Marketing Strategy Maximized Demand

Banks Specialist Sales

Europe US

CEE & GEM Specialist Sales

Financial Institution Specialists

GEM + EMEA Funds

Europe US

Global Salesforces

Europe US

Investor Education: Banks Research Team & EMEA Research Team

European Funds

Sector Other

US Funds

Sector Other

Global Funds

Sector Other

14

72 86 104 115148

242

331

553

890

0m

100m

200m

300m

400m

500m

600m

700m

800m

900m

1,000m

22 Oct 25 Oct 26 Oct 27 Oct 28 Oct 29 Oct 1 Nov 2 Nov 3 Nov

Cu

mu

lativ

e D

em

an

d (

sha

res)

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

International Demand Analysis

Largest 15 Orders

Evolution of Demand

Tranche size

Name Country Demand $ m

1 Global Long Fund UK 2122 Global Long Fund UK 2013 Global Long Fund UK 1314 EMEA Long Fund Germany 1155 EMEA Long Fund UK 1106 GEM Long Fund USA 1007 Hedge Fund UK 1008 Value Long Fund UK 1009 Global Long Fund Italy 100

10 Financial Specialist UK 10011 EMEA Long Fund UK 9712 Global Long Fund UK 9413 Global Long Fund UK 9214 EMEA Long Fund UK 8815 EMEA Long Fund Germany 86

Total 1,726

15

Breakdown of International Demand

2,179

2,059

839

307

0m

500m

1,000m

1,500m

2,000m

2,500m

Tier 1 Tier 2 Tier 3 Tier 4

Cum

ulat

ive

Dem

and

($ m

illio

n)

UK52%

US25%

RoE21%

RoW2%

Allocation by Region Breakdown by Tier

Breakdown by Investor Orientation

Note: Tier 1 represent the highest quality institutions

CEE Funds30%

GEM Funds20%

Pan-European Funds20%

Global Funds15%

Sector Funds10%

Other5%

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

Price Performance

Right pricing strategy secured strong aftermarket performance

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

Note: CEE Average includes: Pekao, OTP, Bank BPH and Komercni BankaMarket data as at 15 November, IBES estimates

(12.0%)

22.3%

13.8% 12.2%

(5.0%)(8.1%)

5.2%

35.2%

-25%

-15%

-5%

5%

15%

25%

35%

PekaoOTP

CEE Average

Erste Bank

Offer Price Today

Pricing Premium / (Discount)Premium / (Discount) based on ‘05E P/E

Note: Volume adjusted for double counting in the Warsaw Stock ExchangeMarket data as at 15 November, Bloomberg

PLN20.0

PLN20.5

PLN21.0

PLN21.5

PLN22.0

PLN22.5

PLN23.0

PLN23.5

PLN24.0

PLN24.5

PLN25.0

10-Nov-04 12-Nov-04 15-Nov-04

Sha

re P

rice

0

5

10

15

20

25

30

35

Volum

e in Millions

Volume PKO BP

Price Performance

Offer Price

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

CSFB – First Class IPO Execution Platform 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

March 2004

US$127m

IPO

Joint Global Co-ordinator &

Bookrunner

February 2004

US$167m

IPO

Bookrunner

March 2004

US$103m

IPO

Bookrunner

March 2004

€217m

IPO

Global Co-ordinator & Bookrunner

March 2004

CHF206m

IPO

Joint Global Co-ordinator &

Bookrunner

April 2004

€456m

IPO

Joint Global Co-ordinator &

Bookrunner

June 2004

€1,451m

IPO

Joint GlobalCo-ordinator &

Bookrunner

October 2004

US$194m

IPO

Global Co-ordinator & Bookrunner

November 2004

US$2,300m

IPOSole Global

Co-ordinator & Bookrunner

September 2004

CHF180m

IPO

Bookrunner

CSFB led IPOs in 2004

CSFB is #1 in European IPO issuance in 2004 and has consistently met vendor expectations

Source: Bondware and Datastream

123

4

7

0.0%0.0%12.5%

33.3%33.3%

50.0%70.0%

01234567

# of

IP

Os

0%10%20%30%40%50%60%70%

% o

f IP

Os 

CSFB ML MS UBS GS CITI DB

# of IPOs Executed in 2004 YTD

# IPOs Priced at or Above Range Midpoint

# of IPOs Priced At or Above Mid Point of Price Range

% of IPOs Priced At or Above Mid Point of Price Range

6

88

1010

CSFB MS GS ML UBS

Premium/Discount to Midpoint of Range

1.6%-2.8% -4.5% -6.0% -6.6% -7.0% -9.3%

CSFB MS ML UBS DB Citi GS

20

CSFB – No 1 CEE Equity Franchise

CSFB has executed more equity offerings than any other bank in CEE over the last 3 years

Source: Bondware; tables include CEE equity offerings >$50m; since November 2001

US$107m ABB

April ‘04

US$194m IPO

October ‘04

US$2,300m IPO

November ‘04

US$127mIPO

March ‘04

US$825m ABB

December ‘03

US$267m Block

June ‘03

US$407m ABB

November ‘03

US$201mABB

April ‘03

US$147mABB

February ‘02

CEE Equity Issuance Last 3 Years

Rank Manager Amt (US$ m) # Deals %Share

1 Credit Suisse First Boston 4,000 9 47.1

2 Morgan Stanley 1,187 2 14.0

3 UBS 793 4 9.3

4 ING 727 6 8.6

5 Citigroup 495 2 5.8

Other 1,295 6 15.2

Total 8,497 29 100.0

21

CSFB – Led the way in CEE Equity Offerings in 2003

CSFB was named the best Central and East European Equity Bookrunner by Euroweek and led the Deal of the Year (Cesky Telecom) in 2003

Euroweek

Best Central & Eastern European Equity Bookrunner

2003

Euroweek

Central & Eastern European Equity Deal

of the Year Cesky Telecom

2003CEE 2003 Equity Issuance

Source: Bondware

Rank Bookrunner Am't (US$m) # of Issues % Mkt. Share1 Credit Suisse First Boston 1,286.99 4 42.902 UBS 625.51 2 20.853 Morgan Stanley 412.28 1 13.744 ING 265.65 5 8.865 Citigroup 158.55 2 5.296 HVB Group 78.85 3 2.637 Merrill Lynch & Co 53.77 1 1.798 Deutsche Bank 50.94 1 1.709 ConCorde Securities Ltd 48.39 1 1.61

10 PKO Bank Polski SA 12.15 1 0.41Other 6.64 2 0.22Total 2,999.73 22 100.00

22

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.

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.