Capital Reorganisation

RNS Number:9275T
Bank Pekao SA
06 January 2004


UNOFFICIAL TRANSLATION

(6th January 2004)

Current report 1/2004: The Capital Increase of Bank Pekao (Ukraine) Ltd
Registered



The Management Board of Bank Polska Kasa Opieki S.A. informs that on 5th of
January 2004 Bank Pekao (Ukraine) Ltd  with registered office in Luck
(subsidiary of Bank) informed Bank that on 31st of December 2003 National Bank
of Ukraine accepted the following amendments in the Articles and Memorandum of
Association of Bank Pekao (Ukraine) Ltd.:

- purchase of 35% shares in Bank Pekao (Ukraine) Ltd by Bank Polska Kasa Opieki
S.A. from Pekao Faktoring Sp. z o.o. with registered office in Lublin
(subsidiary of Bank);

- Bank Pekao (Ukraine) Ltd's share capital increase by EURO 1,5 million.


On 17th of November 2003 Bank Polska Kasa Opieki S.A. as a Buyer signed with
Pekao Faktoring Sp. z o.o. as a Seller, the Conditional Agreement on Sale of
3,500 (three thousand five hundred) shares of Bank Pekao (Ukraine) Ltd., what
constitutes 35% of Bank Pekao (Ukraine) Ltd.'s capital. For the price of PLN
9,625,000.00 (nine million six hundred and twenty five thousand) Bank Polska
Kasa Opieki S.A. has purchased 3,500 (three thousand five hundred) shares of
Bank Pekao (Ukraine) Ltd, with nominal value of UAH 2,359.245 (two thousand
three hundred fifty nine 245/1000) each share, what gives total value of UAH
8,257,357.50 (eight million two hundred fifty seven thousand and three hundred
fifty seven 50/100). The shares was paid in cash by Bank Polska Kasa Opieki S.A.



On 17th of November 2003 the Extraordinary General Meeting of Bank Pekao
(Ukraine) Ltd. adopted a conditional resolution on capital increase by the total
amount of EURO 1,5 million (one million five hundred thousand), what is equal to
UAH 9,409,647.00 (nine million four hundred nine thousand six hundred forty
seven) in accordance with the exchange rate of National Bank of Ukraine of 17th
of November 2003.



After having registered adequate amendments in the Articles and Memorandum of
Association of Bank Pekao (Ukraine) Ltd. by the National Bank of Ukraine, the
share capital of Bank Pekao (Ukraine) Ltd. has been increased from UAH
23,592,450.00 (twenty three million five hundred and ninety two thousand four
hundred fifty) to UAH 33,002,097.00 (thirty three million two thousand ninety
seven).



Bank Polska Kasa Opieki S.A. holds actually shares, which amount to UAH
25,924,362.00, (twenty five million nine hundred twenty four thousand and three
hundred sixty two), what constitutes 78.55% of Bank Pekao (Ukraine) Ltd.'s
equity and gives the right to 78.55% of votes on the Shareholders Meeting of
Bank Pekao (Ukraine) Ltd.



"Drukbank" Zaklad Poligraficzny Sp. z o.o. with registered office in Zamosc
(subsidiary of Bank Polska Kasa Opieki S.A.) holds the remaining 21.45% stake in
capital, what amounts to UAH 7,077,735.00 (seven million seventy seven thousand
and seven hundred thirty five) and gives the right to 21.45% of votes an the
Shareholders Meeting of Bank Pekao (Ukraine) Ltd.



Legal basis

Section 5 subsection 1 clause 12 Decree of the Council of Ministers dated 16th
of October, 2001
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


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