Capital Increase

RNS Number:7217S
Bank Pekao SA
01 December 2003

UNOFFICIAL TRANSLATION

(1st December 2003)

Current report 133/2003

Registration of the amendments to the Statute of Bank Polska Kasa Opieki Spolka
Akcyjna of the text of the uniform text of the Statute of Bank Polska Kasa
Opieki Spolka Akcyjna


1. The Management Board of Bank Polska Kasa Opieki Spolka Akcyjna informs that
on 1 December 2003 the Bank received the decision dated 18 November 2003 of the
Warsaw District Court, XIX Economic Division of the National Court Registry on
the entry of the amendments to the Statute of the Bank in the National Court
Registry - Enterprise Registry as of 19 November 2003:


1/ The present paragraph 19 of the Statute of Bank Polska Kasa Opieki Spolka
Akcyjna in the wording:

"The Chairman of the Supervisory Board, and in the event of his or her absence
the Deputy Chairman of the Supervisory Board indicated by him or her, shall be
authorized to sign, in the name and on behalf of the Bank, contracts with
members of the Management Board of the Bank."

received the following wording:

"The Chairman of the Supervisory Board and, in his or her absence, the Deputy
Chairman indicated by the Chairman of the Supervisory Board, shall be entitled
to sign agreements concluded by the Bank with members of the Management Board of
the Bank, acting on behalf of the Supervisory Board.".


2/ The present paragraph 22 section 1 item 3 of the Statute of Bank Polska Kasa
Opieki Spolka Akcyjna in the wording:

"manage all activities of the Bank and represent the Bank in all its external
relations,"

received the following wording:

"present the standpoint of the Management Board towards the organs of the Bank
and in external relations, in particular towards the State organs,".


3/ The present paragraph 22 section 3 of the Statute of Bank Polska Kasa Opieki
Spolka Akcyjna in the wording:

"Vice Presidents of the Management Board of the Bank and Members of the
Management Board shall represent the Bank in its external relations and shall
manage the Bank's operations according to the division of competences
established by the President of the Management Board.".

received the following wording:

"The Management Board conducts the matters of the Bank and represents the Bank.
The members of the Management Board coordinate and supervise the activity of the
Bank pursuant to the division of competence established by the President of the
Management Board.".


4/ The present paragraph 23 of the Statute of Bank Polska Kasa Opieki Spolka
Akcyjna in the wording:

"1. The Management Board of the Bank shall issue commercial powers of attorney.
The commercial power of attorney may be revoked by any member of the Management
Board.

2.The Management Board of the Bank may authorize:

1) members of the Management Board - within the scope of the area of activity of
the Bank supervised by them,

2) directors (managers) of branches and other offices/organisational units -
with respect to functions performed by the offices/organisational units of the
Bank with the scope of their supervision,

to independently issue and withdraw powers of attorney to perform certain or
special duties."

received the following wording:

"The Management Board of the Bank may issue commercial powers of attorney only
to the employees belonging to the UniCredito Italiano S.p.A. capital group. The
commercial power of attorney may be revoked by any member of the Management
Board.".


5/ The present paragraph 24 of the Statute of Bank Polska Kasa Opieki Spolka
Akcyjna in the wording:

"1. The following persons are authorized to make statements regarding property
rights and obligations of the Bank and to sign on behalf of the Bank:

1) individually - the President of the Management Board,

2) two persons acting jointly from among the remaining members of the Management
Board, commercial attorneys, or attorneys acting within the limits of their
authorisation.

2.Attorneys acting individually within the limits of their authorization may be
appointed for the execution of certain or special activities.

3. Persons empowered to submit statements regarding property rights and
obligations shall place their signatures under the name of the Bank."

received the following wording:

"1. The following persons are authorised to make statements regarding property
rights and obligations of the Bank and to sign on behalf of the Bank:

1) two members of the Management Board or a member of the Management Board with
a commercial attorney,

2) two commercial attorneys,

3) a member of the Management Board or a commercial attorney acting jointly with
an attorney,

4) attorneys acting individually or jointly within the limits of their powers of
attorney.

2. Persons empowered to submit statements regarding property rights and
obligations shall place their signatures under the name of the Bank."


2. The Management Board of Bank Polska Kasa Opieki Spolka Akcyjna presents the
uniform text of the Statute of Bank Polska Kasa Opieki Spolka Akcyjna including
the amendments registered by the Warsaw District Court, XIX Economic Division of
the National Court Registry."


THE STATUTE OF BANK POLSKA KASA OPIEKI SPOLKA AKCYJNA


I. GENERAL PROVISIONS


(S) 1
1. Bank Polska Kasa Opieki Spolka Akcyjna, established in 1929, is a bank organised in the form of a joint stock
company, operating pursuant to the binding legal regulations, and in particular according to the Banking Law,
regulations of the Code of Commercial Companies and provisions of this Statute.

2. Bank Polska Kasa Opieki S.A. is a part of the UniCredito Italiano S.p.A. capital group. UniCredito Italiano
S.p.A. has the right, in accordance with the Polish law, through the Bank's statutory bodies, to affect Bank's
activities aimed at ensuring the stability of the group.


(S) 2
1. The name of the company shall be: "Bank Polska Kasa Opieki Spolka Akcyjna".

2. The Bank shall use the abbreviated name: "Bank Polska Kasa Opieki S.A.".


(S) 3
The Bank shall have its registered seat in the capital city of Warsaw.


(S) 4
1. The Bank shall operate within the territory of the Republic of Poland and abroad.

2. The Bank may own, establish and liquidate branches and other organisational units in the country and abroad.


(S) 5
Deleted


II. ACTIVITIES OF THE BANK


(S) 6
The scope of the activities shall comprise the conducting of the following activities in Poland and abroad:

1)      Accepting cash as demand deposits or term deposits and keeping Deposit accounts,
2)      Keeping other bank accounts,
3)      Granting credits and loans,
4)      Performing financial settlements in all forms accepted in domestic and international bank relations,
5)      Performing banking operations regarding bills of exchange and cheques,
6)      Accepting and making deposits in domestic and foreign banks,
7)      Giving and confirming sureties and bank guarantees and opening letters of credit,
8)      Conducting purchase and sale of foreign exchange values,
9)      Servicing state loans and managing funds on order,
10)     Issuing banking securities, trading in such securities and keeping securities accounts,
11)     Performing ordered activities related with the issue of securities,
12)     Safe-keeping of objects, documents and securities, and making available safe deposit boxes,
13)     Organising and participating in bank syndicates,
14)     Trading and agency in financial debts,
15)     Performing term financial operations,
16)     Providing trustee services,
17)     Issuing payment cards and performing operations with the use of such cards,
18)     Keeping housing savings,
19)     Providing consulting and advisory services in financial matters,
20)     Acquiring or purchasing shares and rights arising from shares of stock of another legal entity other than a
        bank, or investment in investment funds,
21)     Taking up obligations relating to issuance of securities,
22)     Trading and agency in securities,
23)     Carrying out conversion of debt into the debtor's property components, on terms and conditions agreed with
        the debtor,
24)     Purchasing and selling real estate,
25)     Dealing in derivative instruments on own account and on order,
26)     Conducting acquisition activities pursuant to regulations of the act on organisation and operation of
        pension funds,
27)     Organising and rendering financial services in leasing and factoring,
28)     Agency sale of participation units or certificates of investments in the understanding of the law on
        investment funds,
29)     Performing activities in insurance brokerage,
30)     Rendering services in transportation of valuables,
31)     Running the securities accounts,
32)     Performance of the function of a depository pursuant to provisions of the act on organisation and operation
        of pension funds and the act on investment funds,
33)     Acting as an intermediary in carrying out money transfers abroad by residents and acting as an intermediary
        in carrying out settlements in the country with non-residents,
34)     Issuing the instrument of electronic money,
35)     Conducting vindication activity by order of banks.


III. BODIES OF THE BANK


(S) 7
The Bodies of the Bank are:

1)     General Meeting of Shareholders,
2)     Supervisory Board,
3)     Management Board of the Bank.


The General Meeting of Shareholders


(S) 8
1.    The Ordinary General Meeting of Shareholders shall be convened by the Management Board of the Bank.
2.    The Ordinary General Meeting should be held in June at least. Should the General Meeting of Shareholders be
      not convened by the Management Board within the time limit set out in this Statute, the Supervisory Board
      shall have the right to convene the Meeting.
3.    The Extraordinary General Meeting of Shareholders shall be convened, if required, by the Management Board of
      the Bank on its own initiative or on the motion of the Supervisory Board or the shareholders representing at
      least 1/10 of the statutory capital. These shareholders may also require to introduce specific matters in
      the agenda of the next General Meeting. The requests for convening the General Meeting of Shareholders and
      for including specific matters on the agenda of the General Meeting of Shareholders should be justified.

4.    Should the Management Board not satisfy the requirements of the Supervisory Board or shareholders within two
      weeks from the date the requirement was submitted, respectively the Supervisory Board or the shareholders
      shall have the right to convene the Extraordinary General Meeting of Shareholders pursuant to the
      authorisation of the court.


(S) 9
   All matters to be submitted to the General Meeting of Shareholders shall be first submitted to the Supervisory
   Board for consideration.


(S) 10
1.    Shareholders may participate in the General Meeting of Shareholders in person or through their attorneys. A
      power of attorney to attend and vote at the General Meeting of Shareholders shall be made in writing and
      attached to the Minutes of the General Meeting of Shareholders, under the pain of invalidity.
2.    The General Meeting of Shareholders shall be entitled to adopt resolutions if at least 50% of the shares
      plus one share are represented, subject to the mandatory provisions of law.
3.    In the case the resolution has not been adopted for the lack of the quorum required by the Statute of the
      Bank, during the next General Meeting of Shareholders, with the same agenda as the General Meeting of
      Shareholders, which did not adopt a resolution for the lack of the quorum, the presence of the shareholders
      representing at least 20% of the shares is required for an adoption of the resolution.
4.    The General Meeting of Shareholders referred to in Section 3 should be held on the date falling - not later
      than within eight weeks after the General Meeting of Shareholders which has not adopted the resolutions for
      the lack of quorum.
5.    Resolutions of the General Meeting of Shareholders shall be adopted by an absolute majority of votes,
      subject to the provisions of the Code of Commercial Companies and the Statute of the Bank. .


(S) 11
Each share of the Bank shall give right to one vote.


(S) 12
1. The General Meeting of Shareholders shall be opened by the Chairman, or one of the Deputy Chairmen, or in their
absence - by one of the members of the Supervisory Board. If these persons are absent, the General Meeting of
Shareholders shall be opened by the President of the Management Board or a person designated by the Management
Board.

2. Detailed procedure of conducting the sittings of the General Meeting of Shareholders shall be determined by the
regulation adopted by the General Meeting.--


(S) 13

The General Meeting of Shareholders, apart from other matters specified in the Code of Commercial Companies and
the Statute of the Bank, shall have the authority to:
1)       Review and approve the report on the Bank's activities and the financial reports for the previous
         reporting year,
2)       Adopt resolutions regarding distribution of profits or covering losses,
3)       Review and approve the report on activities of the Supervisory Board,
4)       Acknowledge the approval of duties by members of the Supervisory Board and the Management Board,
5)       Review and approve the report on activities and the financial report of the Bank's capital group,
6)       Set the date of determining the right to dividend and the date of paying out the dividend,
7)       Sell and lease of the enterprise, or its organised part, and establish a limited property right of
         usufruct thereof,
8)       Amend the Statute of the Bank and establish its uniform text,
9)       Increase or decrease the Bank's statutory capital,
10)      Issue bonds, including bonds convertible into shares or the bonds with pre-emptive right to acquire
         shares,
11)      Redeem shares and determine conditions of such redemption,
12)      Carry out a merger, division or liquidation of the Bank,
13)      Create and liquidate special funds,
14)      Appoint and recall members of the Supervisory Board,
15)      Determine the rules of remunerating members of the Supervisory Board,
16)      Deal with other matters falling within the scope of the Bank's activities which are submitted to the
         General Meeting of Shareholders.


Supervisory Board


(S) 14
1.    The Supervisory Board consists of seven to nine members appointed by the General Meeting of Shareholders for
      the period of their common term of office, which shall last three years.
2.    The number of members of the Supervisory Board shall be determined by the General Meeting of Shareholders.

3.    Members of the Supervisory Board shall perform their duties only in person.
4.    The Supervisory Board shall elect its Chairman, two Deputy Chairmen and Secretary from among its members.
      The Deputy Chairman may simultaneously perform the function of the Secretary,
5.    The Supervisory Board shall act in accordance with the Rules of Procedure adopted by it.


(S) 15
1.   Any member of the Supervisory Board may be recalled at any time by the General Meeting of Shareholders.
2.   Mandates of the members of the Supervisory Board shall expire:
     1)     On the date of holding the General Meeting accepting the financial report for the last full reporting
            year of performing duties of a member of the Supervisory Board, save as otherwise provided for in
            Section 3,
     2)     In the event of resignation of a member of the Supervisory Board from his position,
     3)     In the event of recalling a member of the Supervisory Board by the General Meeting,
     4)     In case of death of a member of the Supervisory Board.
3.          Mandate of the member of the Supervisory Board, which has been appointed before the end of the term of
            the Supervisory Board, shall expire simultaneously with the expiry of the mandates of the remaining
            members of the Supervisory Board.


(S) 16
1.     Meetings of the Supervisory Board shall be held as necessary, however, not less frequently than every two
       month.

2.     Meetings of the Supervisory Board shall be convened by the Chairman of the Supervisory Board on his own
       initiative or on a motion of the Management Board or a member of the Supervisory Board.

3.     If the Chairman of the Supervisory Board does not convene the meeting within two weeks after receiving the
       motion mentioned in Section 2, the proposer of the motion can convene it on his own giving the date, place
       and the proposed agenda.


(S) 17
1.    The Supervisory Board shall adopt resolutions if at least half of its members, including its Chairman, or
      one of the Deputy Chairmen, are present during the meeting and all the members have been invited.
2.    Members of the Supervisory Board may also take part in adoption of the Board's resolutions by casting their
      vote in writing through other member of the Supervisory Board, excluding the resolutions on matters
      introduced into agenda at the meeting.
3.    Resolutions of the Supervisory Board are adopted by absolute majority of votes.
4.    In special situations, a resolution may be adopted in writing (by correspondence) or with the use of means
      of distance communication. The procedure of adopting resolutions in writing and with the use of means of
      distance communication is set out in the Rules of procedure of the Supervisory Board.
5.    The mode determined in Section 2 and 4 does not refer to resolutions adopted in secret ballot.


(S) 18
Besides the rights and obligations provided for in the Code of Commercial Companies and the Bank's Statute, the
following matters shall fall in particular into the authority of the Supervisory Board:
1)       Review of the report of the Management Board on activities of the Bank and review of the Bank's financial
         report for the previous reporting year,
2)       Review of the motions of the Management Board regarding distribution of profits or covering losses,
3)       Review of the report on activities and financial report of the Bank's capital group,
4)       Submitting to the General Meeting of Shareholders a written report on the results of reviews referred to
         in item (1) to (3),
5)       Preparation of the report on activities of the Supervisory Board for the previous reporting year,
6)       Applying to the Banking Supervisory Commission for approval to appoint two members of the Management
         Board, including the President of the Management Board,
7)       Appointing, upon approval of the Banking Supervisory Commission, and recalling the President of the
         Management Board of the Bank in a secret ballot,
8)       Appointing and recalling in a secret ballot at the request of the President of the Management Board, the
         Deputy Presidents and members of the Management Board of the Bank, including the appointment of one
         member of the Management Board upon obtaining the approval of the Banking Supervisory Commission,
9)       Suspending in their duties for significant reasons individual or all members of the Management Board,
10)      Delegating the members of the Supervisory Board to temporarily perform the duties of the members of the
         Management Board who are incapable of performing their duties,
11)      Determining the terms of contracts regulating employment or other legal relationships between members of
         the Management Board and the Bank,
12)      Issue opinions on motions of the Management Board of the Bank regarding the establishing and access by
         the Bank as a shareholder (stockholder) into other companies, and selling shares (stocks) should such
         investments be of long-term and strategic nature,
13)      Appointing an auditor,
14)      Issue of opinions on motions of the Bank's long-term development plans and annual financial plans of the
         Bank,
15)      Issue of approval for creation and liquidation of foreign branches and representative offices of the
         Bank,
16)      Adoption of regulations concerning the creation and use of funds provided for in the Bank's Statute on
         request of the Management Board,
17)      Approving motions of the Management Board regarding acquisition, encumbering or sale of a real estate or
         a share in real estate if its value exceeds 2.000.000 PLN. In other cases decisions are adopted by the
         Management Board without necessity of acceptance by the Supervisory Board.


(S) 19

The Chairman of the Supervisory Board and, in his absence, the Deputy Chairman indicated by the Chairman of the
Supervisory Board, shall be entitled to sign agreements concluded by the Bank with members of the Management Board
of the Bank, acting on behalf of the Supervisory Board.


Management Board of the Bank


(S) 20
1.     The Management Board consists of 5 to 9 members.

       The Management Board of the Bank shall consist of the:
       1) President of the Management Board of the Bank,
       2) Deputy Presidents of the Management board of the Bank,
       3) Members of the Management Board of the Bank.
2.     The Management Board of the Bank shall operate on the basis of the Rules of procedure adopted by it. Rules
       of procedure shall in particular define the matters which require joint consideration by the Management
       Board, as well as the procedure for adopting resolution during the meeting and in writing.


(S) 21
1.   The members of the Management Board shall be appointed for the common term, which shall last three years.
2.   Mandates of Members of the Management Board of the Bank shall expire:
     1)     On the day of holding the General Meeting accepting the financial report for the last full reporting
            year of performing the duties of the member of the Management Board save as otherwise provided for in
            Section 3,
     2)     In the event of resignation of a member of the Management Board from his position,
     3)     In the event of recalling a member of the Management Board by the Supervisory Board,
     4)     In case of death of a member of the Management Board.
3.          Mandate of the member of the Supervisory Board appointed before the end of the term of the Management
            Board shall expire simultaneously with the expiry of the mandates of the remaining members of the
            Management Board.


(S) 22
1.   The President of the Management Board shall:
     1)     Manage operations of the Management Board of the Bank,
     2)     Convene and preside over meetings of the Management Board,
     3)     Present the standpoint of the Management Board towards the organs of the Bank and in external
            relations, in particular towards the State organs,
     4)     Issue internal orders, rules of procedure and other regulations governing the Bank's operations. The
            President of the Management Board may authorise other persons to issue internal regulations of the
            Bank.
2.   During the absence of the President of the Management Board of the Bank, his duties shall be taken over by a
     member of the Management Board of the Bank appointed by the President of the Management Board.
3.   The Management Board conducts the matters of the Bank and represents the Bank. The members of the Management
     Board coordinate and supervise the activity of the Bank pursuant to the division of competence established by
     the President of the Management Board.
4.   The Management Board of the Bank, in the framework limited by the rules of the prevailing Polish Law, submits
     to UniCredito Italiano S.p.A. as the dominating entity all required information and data.
5.   The Management Board of the Bank, operating through the statutory bodies of the Bank's subsidiaries,
     coordinates and affects their activities aimed at ensuring the stability of the group.


(S) 23
      The Management Board of the Bank may issue commercial powers of attorney only to the employees belonging to
      the UniCredito Italiano S.p.A. capital group. The commercial power of attorney may be revoked by any member
      of the Management Board.


IV. PROCEDURE FOR SUBMITTING STATEMENTS REGARDING PROPERTY RIGHTS AND
OBLIGATIONS OF THE BANK


(S) 24
1.   The following persons are authorised to make statements regarding property rights and obligations of the Bank
     and to sign on behalf of the Bank:
     1)     Two members of the Management Board or a member of the Management Board with a commercial attorney,

     2)     Two commercial attorneys,
     3)     Member of the Management Board or a commercial attorney acting jointly with an attorney,
     4)     Attorneys acting individually or jointly within the limits of their powers of attorney.
2.          Persons empowered to submit statements regarding property rights and obligations shall place their
            signatures under the name of the Bank.


V. CAPITAL AND FUNDS OF THE BANK


(S) 25

1. Equity funds of the Bank, including positions decreasing them, in accordance with the regulations of Banking
Law, shall consist of:
     1)     Basic funds,
     2)     Supplementary capital in the amount not higher than the Bank's basic funds.
2.   The Bank's basic funds are:
     1)       Statutory capital,
     2)       Obligatory reserve equity,
     3)       Reserve equities,
     4)       General risk fund,
     5)       Retained profit from previous years.


(S) 26
1.    Bank may create and liquidate special funds during and at the end of the financial year, on the basis of
      resolutions of the General Meeting of Shareholders.
2.    Bank shall create funds provided for binding legal acts.


(S) 27
1.    The statutory capital of the Bank amounts to 166,121,847.- (one hundred sixty six million one hundred twenty
      one thousand eight hundred and forty seven) PLN and is divided into 137,650,000 (one hundred thirty seven
      million six hundred fifty thousand) Series A common bearer shares with the nominal value of 1,- (one) PLN
      each, 7,690,000 (seven million six hundred ninety thousand) Series B common bearer shares with the nominal
      value of 1,- (one) PLN each, 10,630,632 (ten million six hundred thirty thousand six hundred and thirty two)
      shares Series C common bearer shares with the nominal value of 1,- (one) PLN each, 9,777,571 (nine million
      seven hundred seventy seven thousand five hundred and seventy one) Series D common bearer shares with the
      nominal value of 1,- (one) PLN each and 373,644 (three hundred seventy three thousand six hundred forty
      four) Series E common bearer shares with the nominal value of 1,-(one) PLN each.
2.    Statutory capital of the Bank may be increased through the issue of new bearer shares, or through the
      increase of the nominal value of the existing shares. The General Meeting may increase the statutory capital
      earmarking for this purpose the funds from reserve capital or other funds set up from profit, provided they
      can be used for this purpose in compliance with the Code of Commercial Companies and the Bank's Statute.

3.    Shares may be issued as collective share certificates.
4.    Shares may be redeemed on conditions determined by the General Meeting of Shareholders.


(S) 27 a

The Bank's share capital was conditionally increased by Resolution No 7 of the
Extraordinary General Meeting of Shareholders dated 25 July 2003 by the amount
of 1,660,000.- (one million six hundred sixty thousand) PLN, by a way of issue
830,000 (eight hundred thirty thousand) Series F common bearer shares of the
Bank with a nominal value of 1 (one) PLN each and 830,000 (eight hundred thirty
thousand) Series G common bearer shares of the Bank with a nominal value of 1
(one) PLN, in order to grant rights of priority to take up shares to the holders
of Series A, B, C and D registered bonds of the Bank with right to priority,
issued pursuant to Resolution No 6 of the Extraordinary General Meeting of
Shareholders dated 25 July 2003, with the exclusion of pre-emptive right on
shares in relation to the existing shareholders of the Bank.


(S) 28
1.    Obligatory reserve equity shall be created out of annual write-offs from the net profit to cover possible
      balance sheet losses, as may result from operations of the Bank. Annual write-offs into obligatory reserve
      equity shall amount to at least 8 % of net profit and shall be continued until the obligatory reserve equity
      reaches at least 1/3 part of statutory capital of the Bank. The surplus achieved by the issue of shares over
      their nominal value shall be transferred to the obligatory reserve equity and other surplus - after the
      cover of cost of issue.
2.    The amount of any such write-off shall be determined by the General Meeting of Shareholders.
3.    The General Meeting of Shareholders shall decide about using of obligatory reserve equity. However, a part
      of this equity in the amount of one-third part of statutory capital may be only used to cover the loss
      showed in the financial report.


(S) 29
1.    The general risk fund shall be established out of write-offs from net profit for unidentified risks
      associated with banking activities.
2.    The amount of any such write-offs shall be determined by the General Meeting of Shareholders.


(S) 30
1.    The reserve equities shall be established out of write-offs from net profit for the equities.
2.    Amount of any such write-offs shall be determined by the General Meeting of Shareholders.
3.    The reserve equities may be designated for covering the particular losses or expenses as well as for
      increasing the statutory capital and paying out of the dividend.
4.    The General Meeting of shall decide about using the reserve equities.


(S) 31
1.    Special funds shall be established out of write-offs from net profit made pursuant to a resolution of the
      General Meeting of Shareholders, which, in each case, shall determine the amount of the write-off to be
      allocated to each particular fund, unless the obligation to create such funds results from a legal act.

2.    Rules of procedure of establishing and using of special funds shall be adopted by the Supervisory Board.



VI. FINANCIAL MANAGEMENT OF THE BANK, DISTRIBUTION OF PROFIT, COVERING OF
LOSSES, ACCOUNTING


(S) 32
The financial management of the Bank shall be conducted on the basis of annual financial plans.


(S) 33
1.   Annual net profit may be allocated for the following purposes, in amounts to be resolved upon by the General
     Meeting of Shareholders:
     1)     Obligatory reserve fund,
     2)     General risk fund,
     3)     Reserve equities,
     4)     Dividend,
     5)     Special funds,
     6)     Other purposes.

2.   Any claim for dividend shall expire after three years. The Bank shall pay no interest on the uncollected
     dividend.


(S) 34
The Bank shall create a general risk reserve to debit the costs in order to cover rights connected with conducting
banking operations.


(S) 35
Balance sheet losses shall be covered from obligatory reserve equity and reserve equities in the manner specified
by a resolution of the General Meeting of Shareholders.


(S) 36
The Bank shall conduct accounting on the basis of the plan of accounts and in accordance with the binding legal
regulations.
The organization and method of accounting shall be determined by the Management Board of the Bank.


(S) 37
Financial year shall be equivalent to the calendar year.


VII. INTERNAL CONTROL


(S) 38
1.    Internal control shall be conducted with application of the following criteria: lawfulness, correctness,
      reliability, organizational efficiency of operations conducted by the Bank and correctness of information
      and reports being submitted.
2.    Internal control shall be effected by way of:

      1) Institutional control - carried out by an appointed organizational unit of the Bank's Head office,

      2) Functional control - carried out by persons performing managerial duties in organizational units and
      offices of the Bank.


VIII. FINAL PROVISIONS


(S) 39
In case of liquidation of the Bank, the General Meeting of Shareholders at the request of the Supervisory Board
shall appoint one or more liquidators and determine the method of carrying out the liquidation.


(S) 40
Obligatory notices, including notices on convening the General Meeting of Shareholders shall be published by the
Management Board of the Bank in the "Court and Business Monitor".

The financial report shall be published in the official journal: Dziennik Urzedowy Rzeczypospolitej Polskiej
"Monitor Polski B".




Legal basis:

Section 49 subsection 1 clause 2 Decree of the Council of Ministers dated 16
October, 2001 - Dz. U. Nr 139, poz. 1569 with later changes

Section 4 subsection 3 clause 9 of the Trading Rules, Resolution No. 29/01 of
Supervisory Board of Centralna Tabela Ofert Joint Stock Company of October 30,
2001



                      This information is provided by RNS
            The company news service from the London Stock Exchange
END

CAREAPAFEASDFFE