Table of Contents
OFFER TO PURCHASE
BRE Properties, Inc.
Offer to Purchase for Cash
Any and All of its Outstanding
4.125% Convertible Senior Notes due 2026
CUSIP No. 05564E BH 8
CUSIP No. 05564E BJ 4
BRE Properties, Inc., a Maryland corporation (the “Company” ), is offering to purchase for cash, on the terms and subject
to the conditions set forth in this Offer to Purchase (as it may be amended or supplemented from time to time, this “Offer to
Purchase”) and the accompanying Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of
Transmittal”) , any and all of its outstanding 4.125% Convertible Senior Notes due 2026 (the “Notes”) from each registered
holder of the Notes (each, a “ Holder” and, collectively, the “Holders”) . The offer, on the terms set forth in this Offer to
Purchase and the Letter of Transmittal, and any amendments or supplements hereto or thereto, is referred to as the “Offer.”
Subject to the terms and conditions of the Offer, Holders who validly tender, and do not validly withdraw, their Notes at or
prior to the Expiration Date (as defined below), will receive $1,040 for each $1,000 principal amount of Notes purchased pursuant
to the Offer, plus accrued and unpaid interest up to, but not including, the date of payment for the Notes accepted for payment.
The Offer is subject to the satisfaction of certain conditions set forth herein. We expressly reserve the right, at any time or at
various times, to waive any of the conditions of the Offer, in whole or in part.
This Offer to Purchase and the accompanying Letter of Transmittal contain or incorporate by reference important
information that should be read before any decision is made with respect to the Offer. See the section titled “Incorporation of
Documents by Reference.”
As of September 14, 2010, there was $356,334,000 million aggregate principal amount of Notes outstanding. The Notes are
convertible into cash or a combination of cash and shares of the