This web site contains the Preliminary Offering Circular relating to the offer and sale of Depositary Shares of First Republic Bank (the “Issuer”).

Important: You must read the following disclaimers and consent to electronic access. By clicking on the button below to access the materials contained on this web site you confirm your agreement to the disclaimers and give your consent to delivery by electronic transmission.

THE MATERIALS RELATING TO THE OFFERING DO NOT CONSTITUTE, AND MAY NOT BE USED IN CONNECTION WITH, AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE OR JURISDICTION WHERE SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL. None of the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the California Department of Business Oversight or any other federal or state regulatory body has approved or disapproved of these securities or passed upon the adequacy or accuracy of the offering circular. Any representation to the contrary is a criminal offense.

The Depositary Shares are not savings accounts, deposits, or other obligations of any bank, are not insured by the Federal Deposit Insurance Corporation or any other governmental agency, and are subject to investment risks, including the possible loss of the entire amount you invest.

You acknowledge that this electronic access to the materials related to the offering is intended for you only and you agree you will not download, forward, distribute or reproduce this electronic transmission or any of the materials relating to the offering.

You are reminded that you have been granted access to the materials related to the offering on the basis that you are a person into whose possession these materials may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorized to, deliver these materials to any other person.

You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and consequently none of the Issuer, any underwriter or any of their respective affiliates accepts any liability or responsibility whatsoever in respect of any difference between any materials accessed by you in electronic format and the hard copy version. You are responsible for protecting against viruses and other destructive items. Your use of this medium is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature.

IMPORTANT INFORMATION FOR EEA & UK POTENTIAL INVESTORS

The materials relating to the offering are only addressed to and directed at persons in member states of the European Economic Area (“EEA”) who are “qualified investors” within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) (as amended) (“Qualified Investors”). In addition, in the United Kingdom, the materials relating to the offering are being distributed only to, and are directed only at, persons (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) (ii) falling within Article 49(2)(a) to (d) of the Order, or (iii) to whom it may otherwise lawfully be communicated in accordance with the Order (all such persons in (i) to (iii) together being referred to as “Relevant Persons”). The materials related to the offering must not be acted on or relied on (i) in the United Kingdom, by persons who are not Relevant Persons, and (ii) in any member state of the EEA other than the United Kingdom, by persons who are not Qualified Investors. Any investment or investment activity to which the offering materials relate is available only to (i) in the United Kingdom, Relevant Persons, and (ii) in any member state of the EEA other than the United Kingdom, Qualified Investors, and will be engaged in only with such persons.

If you are in the United Kingdom you are deemed to represent and warrant by clicking on the button below that you are a Relevant Person.

If you are in the EEA and outside the United Kingdom you are deemed to represent and warrant by clicking on the button below that you are a Qualified Investor and any securities described in the materials would not be acquired by you on a non-discretionary basis on behalf of, nor would they be acquired by you with a view to their offer or resale to, any person in circumstances which may give rise to an offer of any securities to the public other than their offer or resale in any member state of the EEA which has implemented the Prospectus Directive to Qualified Investors (as defined in the Prospectus Directive).

IMPORTANT INFORMATION FOR PERSONS OUTSIDE THE UNITED STATES AND THE EEA

In the case of persons outside the United States and the EEA, the materials related to the offering are directed only at such persons who are eligible institutional investors who are permitted in the jurisdiction in which they are located, to receive securities offering materials that have not been qualified, registered or authorized for transmission to the public or to retail in such jurisdiction.

If you are outside the United States and the EEA you are deemed to represent and warrant by clicking on the button below that you are such an eligible institutional investor as referenced in the paragraph above.

By accessing these materials and clicking on the button below, you thereby agree to such terms.