RNS Number:9471S
Bank Pekao SA
05 December 2003

UNOFFICIAL TRANSLATION

(4th December 2003)

Current report 135/2003

Resolution on in-kind contribution to Bank's subsidiary

Management Board of Bank Polska Kasa Opieki S.A. informs, that on 1st of
December 2003, Extraordinary General Meeting of Leasing Fabryczny (the Bank's
subsidiary with registered office in Lublin conducting leasing activities),
adopted a resolution on capital increase for the total amount of PLN 15,699,200
(fifteen million six hundred ninety nine thousand two hundred) from PLN
12,449,800 (twelve million four hundred forty nine thousand eight hundred) to
PLN 28,149,000 (twenty eight million one hundred forty nine thousand).

The increase of capital will be carried out by the issue of 7,136 (seven
thousand one hundred thirty six) new shares with nominal value PLN 2,200 (two
thousand two hundred) each. The increase of capital was covered on 2nd December
2003 by Bank Polska Kasa Opieki S.A. by in-kind contribution of 356,973 (three
hundred fifty six thousand nine hundred seventy three) shares with nominal value
PLN 1,000 (one thousand) each in Pekao Leasing Sp. z o.o., with registered
office in Warsaw. The book value of shares contributed in-kind amounts to PLN
18,434,835.52 (eighteen million four hundred thirty four thousand eight hundred
thirty five 52/100) and is consistent with valuation of these shares in Banks
accounts. The valuation of assets that are contributed in-kind has been made
thorough equity method. Bank taken up all 7,136 (seven thousand one hundred
thirty six) new shares in increased share capital of total amount PLN 15,699,200
(fifteen million six hundred ninety nine thousand two hundred) in exchange for
in-kind contribution. The surplus value of in-kind contribution over nominal
value of issued shares, 2,735,635.52 (two million seven hundred thirty five
thousand six hundred thirty five 52/100) will be transferred to supplementary
capital. Management Board of Leasing Fabryczny submit on 4th December 2003 the
motion to register the capital increase to the court. Bank Polska Kasa Opieki
S.A. controls 100% shares of Leasing Fabryczny Sp. z o.o.

Legal basis:

Section 5 subsection 1 clause 13 Decree of the Council of Ministers dated 16th
of October, 2001 - Dz. U. Nr 139, poz. 1569 with later changes

Section 4 subsection 1 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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