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Komercni Banka (KMCA)

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Tuesday 23 July, 2002

Komercni Banka

Notary Record of AGM - Part 2

Komercni Banka
23 July 2002


                                      PART 2


Current (S) 12, Operation of the Supervisory Board, Paragraph 2, is being
replaced with:

                                     (S) 12



                       Operation of the Supervisory Board



(2)  The Supervisory Board shall, in particular:



a) call an extraordinary General Meeting, if the interest of the bank requires
so ((S) 9, Paragraph 3), and shall propose necessary measures to the General
Meeting

b) elect and suspend members of the Board of Directors

c) approve contracts regarding incumbency of members of the Board of Directors
and benefits in favor of members of the Board of Directors, shall evaluate the
fulfillment of incumbency contracts executed with members of the Board of
Directors

d) examine the regular, extraordinary, provisional, and consolidated financial
statements, motions for profit distribution or loss payment, and shall submit
its comment to the General Meeting

e) be entitled, through any of its member, to look at all documents and records
regarding the activity of the bank

f) check whether accounting records and accounts are properly kept in compliance
with the reality, and whether the business activity of the bank is carried out
in compliance with generally binding legal regulations, the By-Laws of the bank,
and the resolutions and instructions of the General Meeting

g) provide the Board of Directors with its opinion on the selection of an
external auditor

h) represent the bank toward members of the Board of Directors in court or other
authorities proceedings

i) inform the General Meeting about the results of its inspection activity

j) be able to limit the right of the Board of Directors to act on behalf of the
bank, even in individual matters, however, this limitation shall not be
effective toward third parties

k) provide the Board of Directors with its opinion on the concept and annual
activity plan of Internal Audit and Inspection Department

l) provide its consent with the acquisition or alienation of property in cases
required by the law,

m) check the Report on Relations among Related Entities within the meaning of
the Commercial Code, and shall submit information regarding its inspection of
the Report to the General Meeting, if the law requires so.

(S) 14, Rights and Obligations of Members of the Supervisory Board, Paragraphs 2
and 8, are being changed as follows:



(2)  The Supervisory Board shall be entitled to require members of the Board of
Directors to come to a session of the Supervisory Board, and to provide
explanation regarding facts related to the bank and its activity.



(8)   The bank shall be obligated to reimburse members of the Supervisory Board
for any necessary and reasonably put up expenses as part of their work as
members of the Supervisory Board.



Current (S) 15, Session of the Supervisory Board, Paragraphs 1, 2, 3, 7, and 8,
are being changed as follows:

                                     (S) 15



Session of the Supervisory Board

(1)  The Supervisory Board shall elect, among its members, the chairman and the
vice-chairman of the Supervisory Board. The chairman and the vice-chairman of
the Supervisory Board must be elected by the absolute majority of all members of
the Supervisory Board. The chairman of the Supervisory Board, or the
vice-chairman of the Supervisory Board if the chairman is not present, shall
call the session of the Supervisory Board. The chairman may authorize any member
of the Supervisory Board to call a session of the Supervisory Board. The
Supervisory Board must be also called if any of its members requires so.



(2)  The Supervisory Board shall have a quorum, if at least five members of the
Supervisory Board are present at a session. In order to adopt a resolution of
the Supervisory Board, it is necessary to have the consent of the absolute
majority of all members of the Supervisory Board.



(3)  A session of the Supervisory Board shall be held at least once in a
calendar quarter, and shall be called in writing in such a way so that each
member of the Supervisory Board receives an invitation, including agenda
materials, at least seven calendar days before the session.



(7)   A session of the Supervisory Board may be exceptionally called through
communication technology means, or in another suitable manner. All members of
the Supervisory Board must be informed about the session. In this case, the
seven-day time period regarding the submission of materials shall not apply;
materials may be submitted at the session.



(8)   The chairman, or the vice-chairman if the chairman is not present, or an
authorized member of the Supervisory Board may call a per rollam resolution by
written voting, or by voting through communication technology means, in respect
to all members of the Supervisory Board, if all members of the Supervisory Board
agree with this method of voting. Such a resolution shall be passed if at least
five members of the Supervisory Board voted in its favor. A per rollam
resolution must be recorded in the minutes of the Supervisory Board at the very
next session of the Supervisory Board.



Current (S) 16, Committees of the Supervisory Board, is being changed as
follows:



                                     (S) 16





Committees of the Supervisory Board



(1)  As part of its competencies, the Supervisory Board shall establish at least
the following two committees (hereinafter referred to Supervisory Board
Committees) as its advisory and initiative bodies:



a) Committee for Remuneration and Personnel Issues,

b) Committee for Audit.



(2)  The Committee for Remuneration and Personnel Issues, as well as the
Committee for Audit, shall have three members.



(3)  Members of Supervisory Board Committees shall be elected and suspended by
the Supervisory Board.



(4) The Committee for Remuneration and Personnel Issues shall:

a) submit to the Supervisory Board recommendations regarding the election and
suspension of members of the Board of Directors

b) provide its opinion to the Supervisory Board in respect to a motion of the
Board of Directors regarding incumbency contracts executed with members of the
Board of Directors, and contracts regarding benefits in favor of members of the
Board of Directors

c) evaluate the fulfillment of incumbency contracts executed with members of the
Board of Directors

d) submit its opinion on a motion for bonuses allocation among members of the
bank bodies

e) provide the Supervisory Board with motions for filling posts in Supervisory
Board Committees



(5) The Committee for Audit shall:

a) check accounting documents and records, shall monitor whether the accounting
is properly kept, especially whether the accounting records correspond with the
reality

b) cooperate with Internal Audit and Inspection Department of the bank and
external auditors of the bank, and shall utilize their findings for its
inspection activity



(6) Each Supervisory Board Committee shall elect its chairman and vice-chairman,
who shall represent the chairman if the chairman is not present.



(7) Supervisory Board Committees meet as needed, however, at least once a year.



(8) A session of the Supervisory Board Committee is called by the chairman of
the Committee, or its vice-chairman if the chairman is not present, or by other
authorized member of the Supervisory Board Committee.



(9) Each Supervisory Board Committee shall have a quorum, if all members of the
Committee were properly invited to the session of the Committee and if the
simple majority of all members of the Committee is present at the session.



(10) A resolution of each Supervisory Board Committee shall be adopted, if the
absolute majority of all its members is in favor.





(11) Minutes regarding sessions of Supervisory Board Committees shall be
prepared and signed by the chairman, or the vice-chairman, or other authorized
member of the Committee. The minutes shall contain opinions of minority members
as well, if they request so. Minutes must be kept for the entire existence of
the bank.



(12) Details regarding session procedures of Supervisory Board Committees are
stipulated by the procedure rules of each Supervisory Board Committee..

Current Paragraphs 5, 6, 8, 9, 10, and 11 in (S) 18, are being changed as
follows:

                                     (S) 18



(5) Members of the Board of Directors shall elect, among its members, the
chairman of the Board of Directors and the vice-chairman of the Board of
Directors. In the case that the chairman or the vice-chairman of the Board of
Directors are not elected, the Board of Directors shall authorize one of the
members of the Board of Directors to act as the chairman or the vice-chairman of
the Board of Directors. The chairman and the vice-chairman of the Board of
Directors must be elected by the absolute majority of all members of the Board
of Directors.

(6) A session of the Board of Directors shall be called on a regular basis (at
least 20x a year), and shall be conducted by the chairman of the Board of
Directors, or the vice-chairman of the Board of Directors if the chairman is not
present. In the case that the chairman and the vice-chairman of the Board of
Directors are not present, the session shall be called and conducted by a member
of the Board of Directors authorized by the Board of Directors. Any member of
the Board of Directors may ask for calling a session of the Board of Directors,
stating the reason for such a call. If the session of the Board of Directors is
not called within 5 days after the delivery of the call request to the chairman,
or the vice-chairman of the Board of Directors, the said member of the Board of
Directors shall be entitled to call and conduct the session of the Board of
Directors himself.

(8) A session of the Board of Directors may be exceptionally called through
communication technology means, or in other suitable way. All members of the
Board of Directors must be informed about the session. In this case the
three-day time period regarding the submission of materials shall not apply,
materials may be presented at the session. Members the Board of Directors may
agree on regular sessions of the Board of Directors on set up dates.



(9)  The Board of Directors shall have a quorum, if the absolute majority of
members of the Board of Directors is present at the session.



(10)  A resolution of the Board of Directors shall be adopted, if the absolute
majority of present members of the Board of Directors are in favor. In the case
that votes are even, the vote of the chairman within the meaning of (S) 18,
Paragraph 6 shall prevail.



(11)   The chairman of the Board of Directors, or the vice-chairman of the Board
of Directors if the chairman is not present, or an authorized member of the
Board of Directors, may call a per rollam resolution by written voting, or by
voting through communication technology means in respect to all members of the
Board of Directors, if all members of the Board of Directors agree with this
method of voting. Such a resolution shall be passed if the majority of all
members of the Board of Directors is in favor. A per rollam resolution must be
recorded in the minutes of the Board of Directors at the very next session of
the Board of Directors





Current (S) 19, Operation of the Board of Directors, is being changed as follows

                                     (S) 19



Operation of the Board of Directors



(1) The following falls under the exclusive sphere of operation of the Board of
Directors

a) to call the General Meeting and to carry out its resolutions

b) to submit for approval to the General Meeting the regular, extraordinary, and
consolidated financial statement, the provisional financial statement with a
motion for profit distribution (shareholders must be given at least thirty days
before the session of the General Meeting for its examination), including a
motion for loss payment,

c) to submit to the General Meeting motions for additions and changes in the
By-Laws, as well as motions for an increase or decrease in the capital stock of
the bank,

d) to submit to the General Meeting the report regarding the business activity
and assets of the bank, as well as the information regarding the annual plan
policy of the bank, at least once in each accounting period,

e) to decide about delegating and revoking procuration,

f) to decide about appointing, suspending, and paying selected bank managers,

g) to approve acts in respect to a realization of securing instruments for bank
receivables, the price of which was over CZK 100 000 000.00 at the time of
creation of the bank receivable, if their expected realization price is lower
than 50% of the price of such a securing instrument as of the closing date of a
loan contract,

h) to submit for information to the Supervisory Board quarterly and bi-annual
accounting reports,

i) to decide about acts that are outside the regular business operation of the
bank,

j) to approve strategic plans, annual plans, and the budget of the bank, as well
as strategic plans and annual plans of legal entities, in which the bank has a
controlling influence within the meaning of the Banks Act,

k) to approve the selection of an external auditor,

l) to inform the Supervisory Board about a session of the General Meeting, no
later than within the deadline stipulated by the Commercial Code for calling the
General Meeting ,

m) to propose issuance of bank obligations,

n) to decide about an increase in the capital stock, based on the authorization
of the General Meeting,

o) to conclude a collective agreement,

p) to decide about providing loans, or securing obligations, to persons with a
special relationship to the bank within the meaning of the Banks Act,

q) to approve the concept and annual activity plan of Internal Audit and
Inspection Department, and to submit it for opinion to the Supervisory Board,

r) to approve the annual report of the bank,

s) to approve the security policy of the bank,

t) to decide about setting up additional funds and the rules for their creation
and drawing

u) to approve the Report on the Relations among Related Entities within the
meaning of the Commercial Code.





(2)  The Board of Directors shall also:

a) manage the activity of the bank and shall lead the bank business-wise,

b) secure a proper accounting system of the bank,

c) exercise employer's rights,

d) exercise rights in ownership interests of the bank arising from the ownership
share of the bank,

e) approve the organization rules of the bank,

f) approve the acquisition or alienation of the investment capital of the bank
over

g) CZK 30 000 000.00 in one case or in more, together related cases

h) approve the business operation continuity plan and the fire protection plan.



Current (S) 21, Audit, is being changed as follows:



                                     (S) 21



(1)  The bank shall be obligated to secure, through auditors, based on generally
binding legal regulations and international accounting standards:

a) verification of the financial statement of the bank,

b) verification of the management and control system of the bank, including the
risk management system,

c) preparation of reports regarding the verification of the financial statement
and systems under Letter b) of this provision.



(2) The bank shall make sure that these reports are submitted to Ceska narodni
banka within stated deadlines.



(3)  The Board of Directors of the bank shall ask for the opinion of the
Supervisory Board in respect to the selection of an external auditor.





Current (S) 31, Increase in Capital Stock by Decision of the Board of Directors,
is being changed as follows:



                                     (S) 31



        Increase in Capital Stock by Decision of the Board of Directors



The General Meeting may pass a resolution authorizing the Board of Directors to
increase the capital stock by subscription of shares, or from own funds of the
bank by up to one third of the capital stock within the time, during which the
General Meeting authorized the Board of Directors to increase the capital stock,
and under the conditions stipulated by the Commercial Code and these By-Laws.
The Board of Directors shall be entitled to decide about a change in the
By-Laws, if the change is a result of an increase in the capital stock by the
Board of Directors, based on this provision of the By-Laws ((S) 31).



Structure and Organization of the Bank, Paragraph, the Executive Committee, in
current (S) 40 is being changed as follows:



The Executive Committee



The Board of Directors shall appoint the Executive Committee of the bank, the
members of which shall be the general director, deputy general directors, and
other bank managers. The general director is also the chairman of the Executive
Committee; when he is not present, the Executive Committee shall be managed by
an authorized member of the Executive Committee. The Executive Committee shall
meet on a regular basis at least 20x a year, and shall decide all important
matters regarding the everyday operation of the bank, unless they fall under the
operation of the General Meeting, the Board of Directors, or the Supervisory
Board as stipulated by the law or the By-Laws.





Paragraph, Bank Committees, in current (S) 40, is being changed as follows:

Bank Committees

Bank Committees are collective decision-making bodies. The Board of Directors
shall decide about the set up and cancellation of each Bank Committee. The
general director shall approve any changes in the personnel of Bank Committees.



In current (S) 40, Structure and Organization of the Bank, Paragraph 2 is
omitted.





Current (S) 41 is being changed as follows:

                                     (S) 41



               Competencies and Responsibilities of Bank Managers





(1) Bank managers are, within the meaning of the Banks Act, the general
director, deputy general directors, and directors of organization departments,
who are directly subordinated to the general director or deputy general
directors.

(2) Bank managers may be members of the Board of Directors of the bank; a member
of the Board of Directors of the bank must be a bank manager. However, the
general director does not have to be necessarily the chairman of the Board of
Directors of the bank.

(3) The general director, in particular, shall adopt decisions regarding
priorities within the framework of the bank management. As part of the
instructions of the Board of Directors of the bank, he shall give tasks to other
bank managers and shall coordinate their activity, he shall adopt decisions in
respect to the activity of the bank within the approved business plan, the bank
strategy, and the instructions of the Board of Directors, he shall procure their
fulfillment by giving tasks to other bank employees, and he shall provide
communication between bank managers and the Board of Directors of the bank and
the Supervisory Board of the bank, in compliance with legal regulations, the
By-Laws, the internal regulations of the bank, and the instructions of the Board
of Directors of the bank. The organization rules and other internal regulations
of the bank regulate, in detail, the operation, competencies and
responsibilities of the general director.

(4) Deputy general directors and other bank managers shall participate, in
particular, in executive managing of the bank, shall coordinate the activity of
their subordinated employees and for this purpose they shall provide their
support to the Board of Directors and superior bank managers, and they shall
check the fulfillment, by subordinated employees, of the business plan and
strategy of the bank, as well as the tasks requested by the Board of Directors,
the general director, and deputy general directors. They shall provide
communication with subordinated employees and within the bank, in compliance
with legal regulations, the By-Laws and the internal regulations of the bank,
the instructions of the Board of Directors, or the general director of the bank.
The organization rules and other internal regulations of the bank regulate, in
detail, the operation, competencies and responsibilities of deputy general
directors and other bank managers.

The current title of (S) 43 is being changed to Organizational Safeguarding of
the Internal Control System.

Current (S) 43, Paragraph 5, is being changed as follows:

(5) Internal Audit Department has a special position in the organizational
structure of the bank. The internal audit director, subordinated to the general
director, shall be appointed by the Board of Directors. The internal audit
director cannot be a member of the Board of Directors or the Supervisory Board.
He can be suspended only by the Board of Directors after the prior consent of
the Supervisory Board. The Internal Audit Statute regulates the detailed scope
of operation and independent position of Internal Audit Department.



Current (S) 43, Paragraph 6, is being changed as follows:

(6) The internal audit director shall be obligated to inform the Supervisory
Board about his findings, after he notified the Board of Directors, and in the
case that these findings may negatively affect the economic activity of the
bank, he shall be obligated to initiate an extraordinary session of the
Supervisory Board.





The chairman of the general meeting; Mr. Ladislav Petrasek; thanked the vice
chairman of the Board of Directors, Mr. Peter Palecka; for reading out the
commentary and the proposed resolution and asked whether a written request for
explanation had been filed with the information center. Having received a
positive answer he waited to receive the request for explanation filed by Mr.
Ing. Jan Kubicek which read as follows:

'Great striking-out occurred on the Internet in the part of the draft amendments
of the Bank dealing with trades in shares. Is KB going to continue to buy shares
for clients and portfolio holders?'

The chairman of the general meeting; Mr. Ladislav Petrasek; read out the
following reply to this request for explanation:

'The purpose of the Bank stated in the Articles of Association has been amended
in accordance with the amendments to the Banking Act. The purpose of the Bank
newly involves the provision of investment services which, according to the
Securities Act, also includes administration of individual portfolios and
dealing on the client's account. Komercni banka will thus continue to buy shares
for clients and portfolio holders.'

Before proceeding to vote Mr. JUDr. Ladislav Petrasek, chairman of the regular
general meeting, informed that this resolution required a two-thirds majority of
the votes of the attending shareholders to be adopted and that the general
meeting had a quorum and was competent to adopt resolutions since there were
shareholders present who possessed shares the nominal value of which was equal
to 64,647% of the Company's registered capital and no protest was raised against
the use of voting rights.

The attending shareholders handed the ballot papers over to the employees of an
expert firm INFO - 7 - znalecka organizace, s.r.o., charged with arrangement of
poll and subsequently, Mr. JUDr. Ladislav Petrasek read out the outcome from a
print-out generated by INFO 7 computer handed over to him by Ing. Radomil
Kochanek, authorized count-voter, as follows: votes for 99,967%, votes against -
0,000%, abstentions - 0,032%, non-voting - 0,001%, and the print-out was then
handed over to me.

JUDr. Ladislav Petrasek, chairman of the regular general meeting, stated that
Resolution no. 7 had been approved by two-thirds majority of votes present in
compliance with the Commercial Code and with the Articles of Association of the
Company.

Based on my findings made on the grounds of the Articles of Association of the
Company presented to me and of the Commercial Code, the decisive number of votes
necessary for the resolution to be adopted was 67% of the votes of the attending
shareholders- that is two thirds of the votes of the attending shareholders -
and hence the proposed resolution was adopted.







                                   Part Three





Based on my personal presence at the proceedings of the regular general meeting
of Komercni banka, a. s., on item 11 of the proposed agenda - 'Decision on the
conclusion of the agreement the subject of which is the sale of Komercni banka,
statni penezni ustav /state financial institution), to Komercni banka, a. s.' -
I certify herein below mentioned facts.

To item 11 of the proposed agenda - ' Decision on the conclusion of the
agreement the subject of which is the sale of Komercni banka, state financial
institution, to Komercni banka, a. s.' - the chairman of the regular general
meeting, Mr JUDr. Ladislav Petrasek, stated in particular that the Report on
examination of the draft agreement as to price correctness drawn up by the
expert institution KPMG Ceska republika, s.r.o., and the draft of the agreement
of the sale of the enterprise had been available for shareholders' inspection at
the head office of the Bank since May 24, 2002 and had been deposited in the
Collection of Deeds of the Commercial Register of the Municipal Court of Prague
since May 22, 2002 and that the draft of the agreement and the Report on the
examination of the draft agreement as to price correctness drawn up by the
expert institution KPMG Ceska republika, s.r.o., could be checked at the
information center at the hall.



The chairman of the general meeting Mr. Ladislav Petrasek asked the vice
chairman of the Board of Directors Mr. Peter Palecka to read out a commentary on
this agenda item who presented it as follows:

The Board of Directors of Komercni banka, a. s., presents to the general meeting
for approval the draft agreement between the National Property Fund of the Czech
Republic, with its registered office at Prague 2, Rasinovo nabrezi 42, zip code
128 00, company identification no. 41692918, incorporated in the Commercial
Register maintained with the Municipal Court of Prague, Section A.LXII, File no.
174, as. seller, and Komercni banka, a. s., with its registered office at Prague
1, Na Prikope 33/969, zip code 114 07, company identification no. 45317054,
incorporated in the Commercial Register maintained with the Municipal Court of
Prague, Section B, File no. 1360, as buyer, the subject of which is a sale of
privatised company assets of the seller to the buyer on the grounds of the
resolution of the government of the Czech Republic no. 779 of July 26.



An unprivatised part of real estate encumbered with unsettled restitution claims
between 1991 and 1992 and thus impossible to privatise in 1992 remained in
Komercni banka, state financial institution. The sole purpose of activity of
Komercni banka s.p.u., is to settle the restitution claims. Currently, these
restitution claims have been settled as to the legal point of view. A part of
the assets of Komercni banka, state financial institution, consists of a real
estate property used by Komercni banka, a. s., on the grounds of a lease
agreement. This real estate property will also be necessary for the Bank to
carry out its activity in the future.



The resolution of the government of the Czech Republic no. 779 of July 26, 2000
ruled that Komercni banka, state financial institution, should be privatised by
being sold to Komercni banka, a. s., for its book value equal to that
established in accordance with the financial statements made as at the day
preceding that on which this agreement shall become effective. The company book
value, which amounted to three million seven hundred and eighty-five thousand
Czech Crowns (CZK 3,785,000) as at February 28, 2001, shall be updated, based on
the financial statements of Komercni banka, s. p. u., prepared as of the day
preceding the effective day of this agreement. As it is expected that the
agreement shall come into effect on July 1, 2002, the final purchase price shall
be determined on the grounds of the financial statements made as of June 30,
2002. For your information I would like to tell you that the financial
statements as of December 31, 2001 show the book value of Komercni banka,
s.p.u., in the amount of CZK 4,126,000 of which the account balance of Komercni
banka, s.p.u., as of this day was CZK 1,639,000. The book value of the real
estate of Komercni banka, s.p.u., as at December 31, 2001 was CZK 1,575,000.

As Komercni banka, state financial institution, does not show any activity
except for the management of its assets, it can be expected that the final
purchase price will not considerably differ from that shown in the financial
statements as at February 28, 2001, i.e. CZK 3,785,000.

The National Property Fund of the Czech Republic, as seller, submitted to the
Board of Directors of Komercni banka, a. s., a draft of the agreement of sale of
the privatised assets which Komercni banka, a. s., amended in co-operation with
the law office Prochazka, Randl, Kubr. In compliance with the requirements of
the Commercial Code and based on a proposal of Komercni banka, a. s., the
Municipal Court of Prague appointed, by its resolution of October 2, 2001 ref.
no Nc 4249/2001-5, the company KPMG Ceska republika, s.r.o., as the expert who
would examine the draft as to price correctness. The expert's report, which is
available to shareholders, shows that the proposed price laid down under the
terms and conditions stipulated by the draft agreement is fair and reasonable.



In compliance with the requirements of the Commercial Code and in respect to the
need of providing information about the in-progress company purchase, the
appropriate proposals of contractual and other documents - the draft agreement
regarding the company sale and the report on examination of the draft agreement
of the sale of the company as to price correctness - have been available to
shareholders of Komercni banka, a. s.; for viewing at the registered office of
the Bank since May 24, 2002 and have been also deposited in the Collection of
Deeds since May 22, 2002 and a notification regarding their deposit was
published in Obchodni Vestnik of May 22, 2002.



On May 20, 2002, the Czech National Bank gave to Komercni banka, a. s., its
consent with the execution of the agreement regarding the sale of Komercni
banka, s.p.u. with the National Property Fund of the Czech Republic. On May 17,
2002, the Economic Competition Protection Bureau gave its permission with the
merger of the competitors, Komercni banka, a. s., and Komercni banka, state
financial institution.



In respect to the above-mentioned facts, the Board of Directors of Komercni
banka, a. s., proposes to the general meeting to decide about the execution of
the agreement of the sale of Komercni banka, state financial institution

 The chairman of the general meeting, Mr. Ladislav Petrasek, thanked Mr. Peter
  Palecka and asked the vice-chairman of the Supervisory Board, Mr. Jean-Louis
 Mattei, to present the opinion of the Supervisory Board of Komercni banka, a.
                           s., on the draft agreement

The vice-chairman of the Supervisory Board, Mr. Jean-Louis Mattei, said the
following:

'The Supervisory Board of Komercni banka, a. s., with its registered office at
Prague 1, Na Prikope 33/969, zip code 114 07, registered at the Commercial
Register kept at the Municipal Court of Prague, Section B, File no. 1360,
examined, at its session held on May 2, 2002, the draft agreement of sale of
Komercni banka, state financial institution, to be executed between the National
Property Fund of the Czech Republic, with its registered office at Prague 2,
Rasinovo nabrezi 42, zip code 128 00, IN 41692918, registered at the Commercial
Register kept at the Municipal Court of Prague, Section A.LXII, File no. 174, as
the Seller, and Komercni banka, a. s., as the Buyer



Based on this examination, the Supervisory Board of Komercni banka, a. s.,
recommends to the general meeting to accept the decision regarding the execution
of the contract between the National Property Fund of the Czech Republic and
Komercni banka, as., the subject of which is a sale of privatised company assets
of the Seller to the Buyer, based on the resolution of the government of the
Czech Republic No. 779 dated 26 July, as worded in the draft agreement submitted
to the general meeting.

The chairman of the general meeting, Mr. Ladislav Petrasek, thanked the
vice-chairman of the Supervisory Board, Mr. Jean-Louis Mattei, and informed
shareholders about the opinion on the price stated in the KPMG report regarding
the examination of the draft agreement for the company purchase as to price
correctness as follows:

'The Purchase Price of KB, s.p.u. (hereinafter referred to as the 'Purchase
Price') is proposed in the draft agreement in such a way that the final Purchase
Price shall be determined by updating the preliminary Purchase Price, and shall
equal the book value of the privatised assets shown in the financial statement
of KB, s.p.u. as of the day preceding the day, on which the agreement shall
become effective. The Purchase Price shall be specified within 30 days after the
effective day of the agreement, based on the financial statement of KB, s.p.u.
and its verification

The preliminary Purchase Price was determined, based on the updated
privatisation project as of February 28, 2001, in the amount of three million
seven hundred and eighty five thousand Czech Crowns (CZK 3,785,000.00).

In our opinion, the proposed Purchase Price, determined based on the update of
the preliminary Purchase Price is fair and reasonable from the point of view of
the shareholders of Komercni banka, based on input information and under the
conditions stated in the draft agreement. The financial statement of KB, s.p.u.,
prepared as of the day preceding the effective day of the agreement, must
reflect, in all significant aspects, the true and accurate picture of assets,
liabilities, and the financial situation of KB, s.p.u., in compliance with the
Accounting Act and appropriate regulations of the Czech Republic.'

The chairman of the general meeting, Mr. Ladislav Petrasek, stated that in
compliance with the Commercial Code, the shareholders who would like to submit
counter-proposals at the general meeting in the case that a public notary's deed
must be prepared about a decision, were to deliver a written proposal or
counter-proposal to the company at least five working days before the session of
the general meeting. Komercni banka did not receive any proposal within this
deadline.

The chairman of the general meeting, Mr. Ladislav Petrasek, asked whether there
was any written explanation request or any verbal question regarding this agenda
item. There was none.

The chairman of the general meeting Mr. Ladislav Petrasek read out the proposed
resolution as follows:



R e s o l u t i o n n o. 8



The general meeting

a/ a p p r o v e s

the proposal of the 'Contract for the Sale of Privatized Assets' executed
between the National Property Fund of the Czech Republic, with its registered
office at Prague 2, Rasinovo nabrezi 42, zip code 128 00, IN 41692918,
registered at the Business Register kept at the Municipal Court in Prague,
section A.LXII, entry 174, as the Seller, and Komercni banka, a.s., with its
registered office at Prague 1, Na Prikope 33/969, zip code 114 07, IN 45317054,
registered at the Business Register kept at the Municipal Court in Prague,
section B, entry 1360, as the Buyer, the subject of which is - based on the
decree of the government of the Czech Republic No. 779 dated 26 July 2000
(decree on privatization in compliance with (S) 10, Paragraph 1 of Act No. 92/
1991 of Col. on Conditions of Transfer of State Assets to Other Entity, in its
latest amendments) - a sale of privatized assets of the Seller, that is -
Komercni banka, statni penezni ustav, with its registered office at Prague 1, Na
Prikope 28, IN 00211397, for the Purchase Price that is proposed in such a way
that the final Purchase Price shall be determined based on the update of the
preliminary Purchase Price, and shall equal the book value of the privatized
assets shown in the financial statement of Komercni banka, statni penezni ustav,
as of the day preceding the day, on which the 'Contract for the Sale of
Privatized Assets' becomes effective. The preliminary price is the book value of
the privatized assets, which was - based on the updated privatization project
(No. 50582 SPJ 3001) - was CZK 3,785,000.00 (in words: three million seven
hundred and eighty five thousand Czech Crowns) as of 28 February 2001. The
proposed Purchase Price is suitable and substantiated based on the 'Report on
Examination of the Contract Proposal as to Price Correctness (opinion of an
expert institute)' of the expert company, KPMG Ceska republika, s r.o.



b/ a g r e e s

with the execution of the 'Contract for the Sale of Privatized Assets' concluded
between the National Property Fund of the Czech Republic, with its registered
office at Prague 2, Rasinovo nabrezi 42, zip code 128 00, IN 41692918,
registered at the Business Register kept at the Municipal Court in Prague,
section A.LXII, entry 174, as the Seller, and Komercni banka, a.s., with its
registered office at Prague 1, Na Prikope 33/969, zip code 114 07, IN 45317054,
registered at the Business Register kept at the Municipal Court in Prague,
section B, entry 1360, as the Buyer, the subject of which is - based on the
decree of the government of the Czech Republic No. 779 dated 26 July 2000
(decree on privatization in compliance with (S) 10, Paragraph 1 of Act No. 92/
1991 of Col. on Conditions of Transfer of State Assets to Other Entity, in its
latest amendments) - a sale of privatized assets of the Seller, that is -
Komercni banka, statni penezni ustav, with its registered office at Prague 1, Na
Prikope 28, IN 00211397, for the Purchase Price that is proposed in such a way
that the final Purchase Price shall be determined based on the update of the
preliminary Purchase Price, and shall equal the book value of the privatized
assets shown in the financial statement of Komercni banka, statni penezni ustav,
as of the day preceding the day, on which the 'Contract for the Sale of
Privatized Assets' becomes effective. The preliminary price is the book value of
the privatized assets, which was - based on the updated privatization project
(No. 50582 SPJ 3001) - was CZK 3,785,000.00 (in words: three million seven
hundred and eighty five thousand Czech Crowns) as of 28 February 2001. The
proposed Purchase Price is suitable and substantiated based on the 'Report on
Examination of the Contract Proposal as to Price Correctness (opinion of an
expert institute)' of the expert company, KPMG Ceska republika, s r.o.



c/ n o t e s

'the 'Report on Examination of the Contract Proposal as to Price Correctness
(opinion of an expert institute)' No. 90-04/2002 dated 22 April 2002 of the
expert company, KPMG Ceska republika, s r.o. appointed by the decree of the
Municipal Court in Prague No. Ne 4249/2001-5 dated 2 October 2001.



Before proceeding to vote Mr. JUDr. Ladislav Petrasek, chairman of the regular
general meeting, informed that this resolution required a three-fourths majority
of the votes of the attending shareholders to be adopted and that the general
meeting had a quorum and was competent to adopt resolutions since there were
shareholders present who possessed shares the nominal value of which was equal
to 64,6% of the Company's registered capital and no protest was raised against
the use of voting rights.

The attending shareholders handed the ballot papers over to the employees of an
expert firm INFO - 7 - znalecka organizace, s.r.o., charged with arrangement of
poll and subsequently Mr. JUDr. Ladislav Petrasek read out the outcome from a
print-out generated by INFO 7 computer handed over to him by Ing. Radomil
Kochanek, authorized count voter, as follows: votes for 99,967%, votes against -
0,000%, abstentions - 0,032%, non-voting - 0,001%, and the print-out was then
handed over to me.

JUDr. Ladislav Petrasek, chairman of the regular general meeting, stated that
Resolution no. 8 had been approved by three-fourths majority of votes present in
compliance with the Commercial Code and with the Articles of Association of the
Company.

Based on my findings made on the grounds of the Articles of Association of the
Company presented to me and of the Commercial Code, the decisive number of votes
necessary for the resolution to be adopted was 75% of the votes of the attending
shareholders- that is three fourths of the votes of the attending shareholders -
and hence the proposed resolution was adopted.

The draft agreement of sale of privatised assets made between the National
Property Fund of the Czech Republic, with its registered office at Prague 2,
Rasinovo nabrezi 42, zip code 128 00, company identification no. 41692918,
incorporated in the Commercial Register maintained with the Municipal Court of
Prague, Section A.LXII, File no. 174, as. seller, and Komercni banka, a. s.,
with its registered office at Prague 1, Na Prikope 33/ 969, zip code 114 07,
company identification no. 45317054, incorporated in the Commercial Register
maintained with the Municipal Court of Prague, Section B, File no. 1360, as
buyer, the subject of which is, on the grounds of the resolution of the
government of the Czech Republic no. 779 of July 26, 2000 /about the decision on
privatisation under section 10, subsection 1 of Act no. 92/1991 Coll. on the
conditions of transfer of property possessed by the State to other persons, as
subsequently amended/, the sale of the privatised assets of the seller, i.e. the
sale of Komercni banka, state financial institution, with its registered office
at Prague 1, Na Prikope 28, company identification no. 00211397, as it was
submitted to the notary of Komercni banka, a. s., is enclosed as Annex 8 to this
public notary's deed.



                                   Part Four





Based on the aforementioned facts, I certify that the Company and the regular
general meeting satisfied all legal formalities required by law and that I
witnessed them and, in my opinion, they were compliant with legal regulations
and I further certify that the resolutions set out in Part Two and Three above
were adopted by the regular general meeting.

I confirm that, in my opinion, such resolutions are compliant with legal
regulations and the Company's Articles of Association.



In witness thereof this public notary's deed was executed and then read and
explicitly approved by the chairman of the regular general meeting.

                                         JUDr. Ladislav Petrasek in his own hand



(signature)



(round stamp)

JUDr. Libuse Vildova

Public Notary in Prague
--------------------------------------------------------------------------------

                                                                         Annex 1

                                 E x c e r p t

                          from the Commercial Register

                     maintained with the Prague City Court

                            Section B, File No. 1360

Date of incorporation: 5th March 1992

Corporate name: Komercni banka, a.s.

Registered office: Prague 1, Na Prikope 33, building identification number 969,
postcode 114 07

Identification number: 45 31 70 54

Legal form: public limited company

Company's objects:

- The objects of the Bank's business are specified in sections 1 and 2 of
Banking Act No. 21/1992 Coll. The Bank's objects of business are as follows:

- a) acceptance of deposits from the public

- b) granting loans

- c) investing in securities on own account

- d) financial leasing

- e) making and receiving payments and administration of clearing system

- f) issue of payment instruments, such as payment cards and traveller's cheques

- g) provision of guarantees

- h) issue of letters of credit

- i) collection services

- j) dealing on its own account or on a client's account in:

1. foreign currencies

2. futures and options including exchange rate and interest rate trades

3. negotiable securities

- k) participation in the issue of shares and provision of services relating
thereto

- l) financial brokerage

- m) business consultancy

- n) administration of the client's securities on the account of the client,
including consultancy (portfolio management)

- o) custody and administration of securities or other valuables

- p) depository services

- q) foreign exchange operations (foreign exchange purchase)

- r) providing banking information

- s) rental of safe-deposit boxes

- issue of mortgage bonds pursuant to special legislation

Statutory body - Board of Directors:

Member:

Matus Pull, personal identification number: 490625/214

Vrane nad Vltavou, Nad skolkou 530, Prague-West District

postcode 252 46

in the office as of: 5th October 2001

                                                        Section B, File No. 1360

Chairman:

Alexis Raymond Juan, birth date 11th June 1943

85 Rue Tocqueville, 750 17 Paris

French Republic

in the office as of: 5th October 2001

in the Board as of: 5th October 2001

He is the person who will be responsible for the performance of activity of the
brokerage house.

Member:

Tomas Spurny, personal identification number: 650416/1433

Prague 7, Trojska 659/183, postcode 171 00

in the office as of: 5th October 2001

Vice-Chairman:

Peter Palecka, personal identification number: 591103/6692

Cernosice, Jahodova 1565, Prague-West District, postcode 252 28

in the office as of: 5th October 2001

in the Board as of: 5th October 2001

Member:

Patrice Georges Jacques Cheroutre, birth date 20th May 1951

Prague 5, Barrandovska 13/160, postcode 152 00

in the office as of: 5th October 2001

Acting on behalf of the Bank:

The Board of Directors as the statutory body shall act on behalf of the Bank in
all matters, either by all members of the Board of Directors jointly or by any
two members of the Board jointly.

Signing on behalf of the Bank: Either all members of the Board of Directors
jointly or any two members of the Board jointly shall sign on behalf of the
Bank.

Supervisory Board:

Member:

Petr Laube, personal identification number 490708/118

Prague 5, Kosire, Kvapilova 958/9

in the office as of: 8th October 2001

Member:

Ing. Pavel Krejci, personal identification number 631108/0644

Olomouc, Rolsberska 30, postcode 772 00

in the office as of: 26th May 1997

the term of office of Supervisory Board member expired as of: 27th May 2001

Member:

Ing. Miroslava Smidova, personal identification number 655506/0094

Pzen, Zizkova 55 Plzen-mesto District, postcode 320 15

in the Supervisory Board as of: 27th May 2001

Member:

Ing. Jan Kucera, personal identification number 511030/013

Nachod, Ovocna Str. 1576, postcode 574 01

in the Supervisory Board as of: 27th May 2001

                                                        Section B, File No. 1360

Member:

Jan Juchelka, personal identification number 710919/5148

Podebrady, Jizni 1339, Nymburk District, postcode 290 01

in the office as of: 8th October 2001

Member:

Didier Alix, birth date 16th August 1946

14, bis Rue Raynouard, 75116 Paris

French Republic

in the office as of: 8th October 2001

Member:

Jean - Louis Mattei, birth date 28th September 1947

24, Rue Pierre et Marie Curie, 75005 Paris

French Republic

in the office as of: 8th October 2001

Member:

Christian Achille Frederic Poirier, birth date 30th November 1948

19, Rue Mademoiselle, 78000 Versailles

French Republic

in the office as of: 8th October 2001

Member:

Severin Cabannes , birth date 21st July 1958

14, Rue de Voisins, 78430 Louveciennes

French Republic

in the office as of: 8th October 2001

Shares:

38,009,852 listed ordinary bearer shares in the nominal value of CZK 500,

Registered capital: CZK 19,004,926,000

Of which paid up: 100 %

Other facts:

- Manner of the Company's establishment:

In accordance with the privatisation project of the state financial institution
Komercni banka, with the registered office in Prague, Na prikopech 28, approved
by resolution of the Government of the Czechoslovak Federative Republic No. 1 of
9 January 1992 and No. 109 of 20 February 1992, the National Property Fund of
the Czech Republic, as the sole promoter, established the public limited company
styled Komercni banka, a. s. based on the Founding Deed of 3 March 1992 under
section 172 of the Commercial Code.

- An amendment to the Articles of Association adopted by the General Meeting
held on 16 July 1992 has been registered.

- An amendment to the Articles of Association adopted by the General Meeting
held on 8 November 1993 has been registered.

- An amendment to the Articles of Association adopted by the General Meeting
held on 29 April 1994.

- An amendment to the Articles of Association adopted by the General Meeting
held on 6 May 1996.

-Accuracy of this excerpt is hereby confirmed

                               Prague City Court



Date: 17th May 2002

Excerpt number: 82770/2002

                                                             Executed by: Sediva

I certify that this copy, in the form of a photocopy, agrees from-word-to-word
with the original of - 3 - pages, from which it was made. The copy is complete
and contains - 3 - sheets, including the certification clause.

The submitted document contains no changes, amendments, additions, inserts, and
crossing outs that could compromise its authenticity. No corrections of
discrepancies with the submitted document were made to the copy. This
certification of the Public Notary does not verify the truth about the facts
stated in the document.

In Prague, on (stamp)

Stamp:

Alena Mokroluska

Authorized by

Public Notary JUDR. Libuse Vildova

in Prague

(illegible signature)

(stamp)

JUDr. Libuse Vildova

Public Notary in Prague

stamp)

JUDr. Libuse Vildova

Public Notary in Prague

I certify that this copy, in the form of a photocopy, agrees from-word-to-word
with the original of - 3 - pages, from which it was made. The copy is complete
and contains - 3 - sheets, including the certification clause.

The submitted document contains no changes, amendments, additions, inserts, and
crossing outs that could compromise its authenticity. No corrections of
discrepancies with the submitted document were made to the copy. This
certification of the Public Notary does not verify the truth about the facts
stated in the document.

In Prague, on 26 June 2002 (stamp)



Stamp:

Anna Netolicka

Authorized by

Public Notary JUDR. Libuse Vildova

in Prague

(illegible signature)



(stamp)

JUDr. Libuse Vildova

Public Notary in Prague

I certify that this copy, in the form of a photocopy, agrees from-word-to-word
with the original of - 3 - pages, from which it was made. The copy is complete
and contains - 3 - sheets, including the certification clause.

The submitted document contains no changes, amendments, additions, inserts, and
crossing outs that could compromise its authenticity. No corrections of
discrepancies with the submitted document were made to the copy. This
certification of the Public Notary does not verify the truth about the facts
stated in the document.

In Prague, on 26 June 2002 (stamp)



Stamp:

Anna Netolicka

Authorized by

Public Notary JUDR. Libuse Vildova

in Prague

(illegible signature)

(stamp)

JUDr. Libuse Vildova

Public Notary in Prague
--------------------------------------------------------------------------------

                                                                         Annex 2



                                                                      N 362/2002

COPY

A F F I D A V I T



I, the undersigned Vice-Chairman of the Board of Directors of Komercni banka, a.
s., with its registered office at Prague 1, Na Prikope 33/969, Zip Code 114 07,
company identification number 45317054, Peter Palecka, identification number
591103/6692, permanently residing at Cernosice, Jahodova 1565, district of
Prague - West, REPRESENT on behalf of the Board of Directors of Komercni banka,
a. s., that





- the authenticated copy of the Extract from the Commercial Register of Komerc-
ni banka, a. s., maintained with the Municipal Court of Prague, Section B, File
no. 1360 executed on May 17, 2002 submitted within the framework of preparations
for the regular general meeting of the company to the Notary, JUDr. Libuse
Vildova, contains the up-to-date condition of the data concerning the company
entered in the Commercial Register and that all data contained therein, subject
to those pertaining to Tomas Spurny, a former member of the Board of Directors,
and Guy Poupet, a new member of the Board of Directors, are unchanged as of the
date of holding the regular general meeting,



- the Articles of Association of the company dtd. March 28, 2002 submitted
within the framework of preparations for the regular general meeting of the
Company to the Notary, JUDr. Libuse Vildova were submitted to the Notary in
their latest up-to-date version,



- the notice of regular general meeting was, apart from being published in the
Hospodarske noviny on May 24, 2002 also posted on the official bulletin board in
the registered office of the Bank within the intention of the valid Articles of
Association,



- none of shareholders established in favor of the Company any mortgage right to
at least one share of the company as a security for the coverage of costs
incurred in sending the notice of the regular general meeting and therefore did
not ask either or the sending of a notice of the regular general meeting,



- the proposed amendments to the Articles of Association of the Company were
available to the shareholders since May 24, 2002 for examination in the
registered office of Komerc- ni banka, a. s., and on the internet address
www.kb.cz,



- in accordance with the provisions of Section 180 Subsection 5 of the
Commercial Code the company did not receive in a period of five working days
prior to holding of the regular general meeting any proposal or counter-proposal
concerning the proposal for a transfer of the enterprise and a proposal for a
change to the Company's Articles of Association,



- the company did not receive any written notice in within the intention of the
provisions of Section 183d of the Commercial Code.







Given in Prague this twenty-sixth day of June 2002



                                                                              ..



I certify that this duplicate copy in the form of a photocopy

literally corresponds to the original of the number of pages: 1

of which it was made. This duplicate copy is complete and includes

the certification clause and contains 1 page.

The presented deed does not contain changes, amendments, inserts, or

deletions, which could reduce its credibility.

The duplicate copy does not contain any corrections of discrepancies

with the submitted deed. By seeing the document, the Notary does not

verify the truth of the facts stated in the deed.

Given in Prague on June 26, 2002 (stamp)

(round stamp)

JUDr. Libuse Vildova

Public Notary in Prague

(stamp)

Anna Netolicka

Authorized by

Public Notary, JUDr. Libuse Vildova

in Prague

(illegible signature)
--------------------------------------------------------------------------------

                                                                         Annex 3



                      Announcement of the General Meeting



           The Board of Directors of Komercni banka, a. s., convenes





                            Regular General Meeting

                           of Komercni banka, a. s.,



Registered office at Prague 1, Na Prikope 33, building identification No. 969,
postcode 114 07, identification No. 45317054, incorporated in the Commercial
Register maintained with the Municipal Court in Prague, Part B, File No. 1360
(hereinafter only the 'Bank')



that will be held on 26 June 2002, from 10.00 o'clock in the Congress Hall of
the Ambassador Hotel, Wenceslas Square 5 - 7, Prague 1.

General Meeting Agenda:

1. Opening

2. Approval of the rules of procedure and voting rules of the General Meeting,
election of the General Meeting chairman, minutes clerk, minutes verifiers and
scrutineers

3. Approval of the report prepared by the Board of Directors on business
activities of the Bank and the standing of its assets and liabilities in 2001

4. Discussion of the regular financial statements with the proposal for
distribution of profit 2001, and of the consolidated financial statements for
2001

5. The opinion of the Supervisory Board on the regular financial statements, on
the proposal for distribution of profit 2001 and on the consolidated financial
statements for 2001

6. Approval of the regular financial statement for 2001

7. Decision on the distribution of profit for 2001

8. Approval of the consolidated financial statements for 2001

9. Decision on amendments to the Articles of Association

10. Report by the Supervisory Board on the results of its supervisory activities

11. Decision on the conclusion of contract the subject matter of which is the
sale of the enterprise Komercni banka, state financial institution, to Komercni
banka, a. s.

12. Decision on the acquirement of own shares

13. Decision on remuneration of the members of the bodies of the Bank, approval
of the agreements on discharge of office of the members of the Bank's bodies

14. Conclusion



The draft contract the subject matter of which is the sale of the enterprise
Komercni banka, state financial institution, to Komercni banka, a. s., examined
by the Supervisory Board, and the expert's report have been deposited in the
Collection of Deeds of the Commercial Register of the Municipal Court in Prague,
Section B, File No. 1360 since 22 May 2002 which has been announced by the
Obchodni vestnik on 22 May 2002.

The essential part of the draft amendments to the Articles of Association
submitted to the general meeting consists in the alterations made to section 2,
section 21 and section 43 in accordance with the requirements laid down by Act
No. 126/2002 Coll., which amends the Banking Act. At the same time, the range of
powers of the Supervisory Board has been limited the emphasis being put on the
initiative of the Supervisory Board as it carries out its supervising activity
and on the rationality and efficiency of the relations between the bodies of the
Bank (sections 8,9,12,15 subsections 1,16,18 subsection 5, section 31). Some of
the exclusive powers of the Board of Directors have become non-exclusive thus
enabling their delegation on low-level management (section 19).



Another amendment pertains to the restrictions of the number of members of the
Bank Executive Committee which have been edited out (section 40). Powers and
responsibilities of the Bank employees have been modified to comply as close as
possible with the requirements of the Banking Act (section 41).

Another amendment has been made to section 10 which stipulates the ability of
the general meeting to approve the Rules of Procedure. We have refined the text
of section 14 and section 15 subsection 3. We have also simplified the
provisions regarding the constitution of a quorum of the Supervisory Board and
Board of Directors, the per rollam voting, and the possibility of convening the
meetings of the Board of Directors and of the Supervisory Board by means of
communication media stipulated in section 15 and section 18.

Proposed amendments to the Articles of Association will be available for
inspection in the head office of Komercni banka, a. s., from 24 May 2002, on
business days from 8.00 to 16.00 o'clock, and at the Internet address www.kb.cz.
Every shareholder has the right to ask to be sent a copy of proposed Articles of
Association at his/her cost and danger.

Komercni banka, a. s., hereby informs its shareholders that if they wish to
lodge counterproposals to proposed amendments to the Articles of Association or
to the proposal for the conclusion of the contract the subject matter of which
is the sale of the enterprise Komercni banka, state financial institution, to
Komercni banka, a. s., at the General Meeting, they are obliged - subject to
Section 180, subsection 5 of the Commercial Code - to deliver their proposals or
counterproposals in writing to the head office of Komercni banka, a. s., no
later than 5 business days prior to the General Meeting date.

The regular financial statements, consolidated financial statements, and the
report by the Board of Directors on relations between the supervising and the
supervised in accordance with section 66a subsection 9, Commercial Code No. 513/
1991 Coll., unabridged, will be available for inspection in the head office of
Komercni banka, a. s., from 24 May 2002, on business days from 8.00 to 16.00
o'clock.

Decisive day:

A decisive day for the participation at the General Meeting is 19 June 2002.

Registration of shareholders:

Shareholders will be registered from 9 o'clock in the place of holding the
General Meeting. Upon the registration, shareholders - natural persons shall
prove their identity by a valid proof of identity. In the case of empowerment,
the empowered person shall present a valid proof of identity and the original or
an officially attested copy of the power of attorney.

If a shareholder is a legal person, upon the registration the person acting in
the legal person's name in accordance with the extract from the Commercial
Register or other register shall present a valid proof of identity and the
original or officially attested copy of the valid extract from the Commercial
Register, or from other register stipulated by law, or the original or an
officially attested copy of the shareholder's - legal person's resolution
certifying the authority to act in such person's name. The shareholder's
representative shall also present, jointly with the original or officially
attested copy of the valid extract from the Commercial Register or other
register, the original or officially attested copy of the principal's written
power of attorney or other document certifying his or her right to act for the
company, and he or she shall present a valid proof of identity. A shareholder's
heir shall present a document certifying his or her rights.



The report on relations between the supervising and the supervised shows that
Komercni banka, a. s., did not suffer any harm in the accounting period between
1 January 2001 and 31 December 2001 in relation with agreements and contracts
made between the supervising and the supervised in 2001. No legal acts in the
interest of or initiated by the two were made between the supervised and the
supervising and no measures in the interest of or initiated by the supervised or
the supervising which would make Komercni banka, a. s., suffer harm, reach
profit or advantage, or be disadvantaged were taken or made by the supervised
during this accounting period.



Main figures of the audited unconsolidated financial statements for the year
ended 31 December 2001

CZK million                                                                                      IAS               CAS

Net profit                                                                                      2,532             2,624
Total assets                                                                                  421,720           525,288
Loans and advances to customers (net)                                                         135,197           193,763
Amounts owed to customers                                                                     316,791           285,083
Total shareholders' equity                                                                     23,598            22,639



Main figures of the audited consolidated financial statements for the year ended
31 December 2001

CZK million                                                                                      IAS               CAS

Net profit                                                                                      2,904             2,417
Total assets                                                                                  431,433           535,763
Loans and advances to customers (net)                                                         136,681           195,316
Amounts owed to customers                                                                     318,394           286,856
Total shareholders' equity                                                                     24,927            23,599





Board of Directors of Komercni banka, a. s.




--------------------------------------------------------------------------------

                                                                         Annex 4



    Notice of deposition of the draft contract of sale of a business in the
                              Collection of Deeds



The Board of Directors of company Komercni banka, a. s. with registered office
at 33, Na Prikope, building identification No. 969, Prague 1, 114 07, company
registration No. 45317054, incorporated in the Commercial Register maintained
with the Municipal Court in Prague, section B, file No. 1360

a n n o u n c e s

that the draft contract of sale of a business (hereinafter the 'contract')
reviewed by the Supervisory Board, and the expert's report drawn up on the
grounds of section 67a, subsection 3 and section 220c Commercial Code in order
to revise the accuracy of the price will be deposited in the Collection of Deeds
of the Commercial Register maintained with the Municipal Court in Prague,
section B file No. 1360 since 22nd May 2002 within the intention of the
provisions of section 67a subsection 5 and section 220d subsection 1st
subparagraph Commercial Code.



The parties to the contract are:

1) National Property Fund of the Czech Republic with registered office at Prague
2, 42, Rasinovo nabrezi, post code 128 00, identification No. 41692918,
incorporated in the Commercial Register maintained with the Municipal Court in
Prague, section A.LXII, file No. 174, as seller, and



2) Komercni banka, a.s., with registered office at Prague 1, 33, Na Prikope,
BID. 969, post code 114 07, Czech Republic, company registration No. 45317054,
incorporated in the Commercial Register maintained with the Municipal Court in
Prague, section B, file No. 1360, as buyer.



The subject matter of the contract is the sale of the privatised property of the
business of the seller to the buyer based on the resolution of the government of
the Czech Republic No. 779 of 26th July 2000.



The elements of the contract are the obligation of the seller to sell the
privatised property of the business to the buyer and the obligation of the buyer
to buy the privatised property for the purchase price equal to the accounting
value of the business determined in accordance with the financial statements
made on the day preceding the day on which this contract shall become effective.
The accounting value as at 28 February 2001 was equal to three million seven
hundred and eighty-five thousand Czech Crowns (CZK 3,785,000) and will be
updated on the grounds of the financial statements of Komercni banka, state
financial institution, which will be made as of the day preceding the day on
which this contract shall become effective.



                                     Board of Directors of Komercni banka, a. s.
--------------------------------------------------------------------------------



                                                                         Annex 5





DUPLICATE COPY



CZECH NATIONAL BANK

Na Prikope 28

115 03 Prague 1

Section of Bank Supervision



                                                 Given in Prague on May 20, 2002

                                                        Proc. ref. 2002/1949/520





DECISION





 The Czech National Bank, in accordance with section 16 subsection 1 par. a) of
the Banking Act No. 21/1992 Coll., as amended, (hereinafter referred to as the '
 Banking Act'), decided to adopt the following resolution concerning a request
filed by Komercni banka, a. s., with its registered office at Na Prikope 33/969,
  zip code 114 07, company identification number 45317054, incorporated in the
 Commercial Register maintained with the Municipal Court of Prague, Section B,
                                 File no. 1360:



Komercni banka, a. s., is granted a prior consent with the conclusion of the
agreement of sale of a company with the National Property Fund of the Czech
Republic with its registered office at Prague 2, Rasinovo nabrezi 42, company
identification no. 41692918, the subject of which is Komercni banka, state
financial institution with its registered office at Prague 1, Na Prikope 28,
company identification no. 00211397.



                                Notice of Appeal



This decision may be appealed against pursuant to the provisions of section 61,
      subsection 1 of Act No. 71/1967 Coll. on Administrative Proceedings
(Administrative Rules), as amended, with the Czech National Bank, Na Prikope 28,
Prague 1, zip code 115 03, within fifteen days from the date of delivery of this
                                   decision.

Pursuant to the provisions of section 41 subsection 1 of the Banking Act, the
appeal is a subject to a decision of the Bank Council of the Czech National
Bank. The submitted appeal does not have a deferral effect.



                                 (round stamp)

                              Czech National Bank

                                     Prague





RNDr. Petr Jiricek

Deputy Director

Ing. Karel Gabrhel

Deputy Director of Department 521 - Section of the Bank Supervision



This decision is served on:

Komercni banka, a. s., Na Prikope 33, 114 07 Prague 1, zip code 114 07



I certify that this duplicate copy in the form of a photocopy

literally corresponds to the original of the number of pages: 1

of which it was made. This duplicate copy is complete and includes

the certification clause and contains 1 page.

The presented deed does not contain changes, amendments, inserts, or

deletions, which could reduce its credibility.

The duplicate copy does not contain any corrections of discrepancies

with the submitted deed. By seeing the document, the Notary does not

verify the truth of the facts stated in the deed.

Given in Prague on (stamp)

(round stamp)

JUDr. Libuse Vildova

Public Notary in Prague

(stamp)

Anna Netolicka

Authorized by

Public Notary, JUDr. Libuse Vildova

in Prague

(illegible signature)





I certify that this duplicate copy in the form of a photocopy

literally corresponds to the original of the number of pages: 1

of which it was made. This duplicate copy is complete and includes

the certification clause and contains 1 page.

The presented deed does not contain changes, amendments, inserts, or

deletions, which could reduce its credibility.

The duplicate copy does not contain any corrections of discrepancies

with the submitted deed. By seeing the document, the Notary does not

verify the truth of the facts stated in the deed.

Given in Prague on June 26, 2002 (stamp)

(round stamp)

JUDr. Libuse Vildova

Public Notary in Prague

(illegible signature)


--------------------------------------------------------------------------------

                                                                         Annex 6







                                                                      N 362/2002





DUPLICATE COPY

A F F I D A V I T





 We, the undersigned Chairman of the regular General Meeting of Komercni banka,
   a. s., JUDr. Ladislav Petrasek, identification no. 430508/108, residing at
 Prague 9, Homolova 496, and the minute clerk of the regular General Meeting of
  Komercni banka, a. s., Mgr. Renata Maskova, identification no. 745529/3901,
 residing in Stepanovice, Tisnov, zip code 666 02, elected to our posts within
the framework of item 2 of the agenda of the regular General Meeting of Komercni
    banka, a. s. held on June 26, 2002 as the persons confirming, within the
intention of section 185 subsection 2 of the Commercial Code the correctness of
            the shareholders attendance list agreed to declare, that



- the shareholders attendance list of the regular General Meeting of Komercni
banka, a. s. registered the attendance of only those shareholders, who owned,
based on the Excerpt from the Issuer's Register of Listed Shares executed on
June 19, 2002 from the Securities Center, the shares of the company as of the
decisive day, that is as of June 19, 2002

- nobody raised any protest stating that he/she was not admitted to the session
of the regular General Meeting.







               Given in Prague this twenty-sixth day of June 2002







I certify that this duplicate copy in the form of a photocopy

literally corresponds to the original of the number of pages: 1

of which it was made. This duplicate copy is complete and includes

the certification clause and contains 1 page.

The presented deed does not contain changes, amendments, inserts, or

deletions, which could reduce its credibility.

The duplicate copy does not contain any corrections of discrepancies

with the submitted deed. By seeing the document, the Notary does not

verify the truth of the facts stated in the deed.

Given in Prague on June 26, 2002 (stamp)

(round stamp)

JUDr. Libuse Vildova

Public Notary in Prague

(stamp)

Anna Netolicka

Authorized by

Public Notary, JUDr. Libuse Vildova

in Prague

(illegible signature)
--------------------------------------------------------------------------------



                                                                         Annex 7



                                 DUPLICATE COPY



CZECH NATIONAL BANK

Na Prikope 28

115 03 PRAGUE 1



Section of the Bank Supervision

Department of Remote Supervision 1





                                                Given in Prague on June 24, 2002



Komercni banka, a. s.

JUDr. Ladislav Petrasek

Director of Department 2180 - KB Financial Group Administration and Support

Na Prikope 33

114 07 Prague 1





Subject:





Approval of the Excerpt from the Register of the Issuer of Listed Shares.



In respect of the general meeting which will be held on June 26, 2002, the Czech
National Bank approves, in accordance with the provisions of Section 20a
Subsection 2 of the Banking Act No. 21/1992, as amended, the list of
shareholders of Komercni banka, a. s. stated in the Excerpt from the Register of
Issuer of the Listed Shares executed on June 19, 2002.





CZECH NATIONAL BANK

Section of the Bank Supervision

Department of Remote Supervision 1

Na Prikope 28

115 03 PRAGUE 1





(illegible signature)

Ing. Karel Gabrhel

Director of the Department of Remote Supervision 1



(illegible signature)

Ing. Jan Sobotka



I certify that this duplicate copy in the form of a photocopy

literally corresponds to the original of the number of pages: 1

of which it was made. This duplicate copy is complete and includes

the certification clause and contains 1 page.

The presented deed does not contain changes, amendments, inserts, or

deletions, which could reduce its credibility.

The duplicate copy does not contain any corrections of discrepancies

with the submitted deed. By seeing the document, the Notary does not

verify the truth of the facts stated in the deed.

Given in Prague on June 25, 2002 (stamp)

(round stamp)

JUDr. Libuse Vildova

Public Notary in Prague

(stamp)

Anna Netolicka

Authorized by

Public Notary, JUDr. Libuse Vildova

in Prague

(illegible signature)





I certify that this duplicate copy in the form of a photocopy

literally corresponds to the original of the number of pages: 1

of which it was made. This duplicate copy is complete and includes

the certification clause and contains 1 page.

The presented deed does not contain changes, amendments, inserts, or

deletions, which could reduce its credibility.

The duplicate copy does not contain any corrections of discrepancies

with the submitted deed. By seeing the document, the Notary does not

verify the truth of the facts stated in the deed.

Given in Prague on June 26, 2002 (stamp)

(round stamp)

JUDr. Libuse Vildova

Public Notary in Prague

(stamp)

Anna Netolicka

Authorized by

Public Notary, JUDr. Libuse Vildova

in Prague

(illegible signature)


--------------------------------------------------------------------------------

                                                                         Annex 8



                        PRIVATISED ASSETS SALE AGREEMENT



       entered into in accordance with the Act 92/1991 Coll., as amended,

                                   Article I.

                                  The parties

1. The Seller:

Czech National Property Fund based in Prague 2, Rasinovo nabrezi 42, ZIP 128 00,
registered in the Register of Businesses maintained by the City Court in Prague,
section A.LXII, inset 174

represented by: •

organisation id: 41692918

Bank account: Ceskoslovenska obchodni banka, a.s., account number 421657/0300

variable symbol:

specific symbol:



2. The Buyer:

Komercni banka, a.s.

based in Prague 1, Na Prikope 33 /. 969, ZIP 11407

Registered in the Register of Businesses maintained by the City Court in Prague,
section B, inset 1360

Represented by:

Organisation id: 45317054

Bank account: Komercni banka, a.s., account number: 276181500297/0100









                                  Article II.

                              Underlying documents

1. This Agreement on the sale of privatised assets (hereinafter 'the Agreement')
has been concluded based on the following documents:

(a) Updated privatisation project of Komercni banka, state-owned enterprise,
organisation id: 00211397, based in Praha 1, Na Prikope 28 (hereinafter 'the
Business'), project ref. nr. (50582/3001), updated by 28 February 2001
(hereinafter 'updated privatisation project');

(b) Privatisation decision nr. 779 adopted by the Government of the Czech
Republic on 26 July 2000 (hereinafter 'privatisation decision') in accordance
with (S) 10 par. 1 of the Act 92/1991 Coll., as amended (on the transfer of
state property to other persons, hereinafter 'the Law');

(c) Resolution made by the founder - the Czech National Bank - ref. nr. .. dated
.. on the transfer of privatised assets to the Seller as from .. (hereinafter '
Founder's resolution').

2. This Agreement has been concluded based on the following approvals:

(a) The Czech National Bank approved the Agreement on the sale of the Business
assets to the Buyer on • 2002.

(b) The Antimonopoly Office (expressed its opinion that this Agreement was not
subject to competitors consolidation approval procedure).

(c) The General Meeting of the Buyer approved the conclusion of the Agreement on
the purchase of the Business assets by the Buyer in the form of the resolution
dated • 2002.



                                  Article III.

                                 Subject matter

1. The Seller hereby sells to the Buyer the privatised assets of the Business
defined in Article II. 1. (a) under the terms and conditions set forth below and
in accordance with the aforementioned privatisation decision (hereinafter 'the
privatised assets'). The Buyer hereby buys such privatised assets for the
purchase price set forth in Article IV.

2. The privatised assets being transferred hereunder include the set of things
and financial resources managed legally by the Business as well as the set of
rights, other assets and liabilities of the Business. The property right to
privatised assets passes to the Buyer along with other rights and obligations
tied to the privatised assets.

3. Exhibit 1 as an inseparable part hereof includes the list of real estates
belonging to the privatised assets (hereinafter 'the real estates'). Movable
items, parts of the privatised assets pursuant to par. 2, shall be further
referred to as 'movable things'.



                                  Article IV.

Purchase price

1. The book value of the privatised assets set out in Article III hereof is CZK
3.785.000 (say: three millions seven hundred and eighty-five thousand Czech
korunas) pursuant to the updated privatisation project by 28th February 2001.

2. The above book value of the assets represents a tentative purchase price
(hereinafter 'tentative purchase price'). Tentative purchase price will be
updated in accordance with the Closing Accounts as at the date preceding the
effective date hereof. The Seller sells and the Buyer purchases the privatised
assets for the purchase price equal to the book value of the privatised assets
identified in the Closing Accounts as at the date preceding the effective date
hereof (hereinafter 'purchase price' and 'closing accounts'). The purchase price
will be clarified within 30 days following this Agreement effective date. Within
the same term the Seller will be obliged (i) to have the closing accounts
performed and audited pursuant to legal regulations in effect, and (ii) to
present a copy of closing accounts. The amount of purchase price will be entered
in the Handover Record to be executed pursuant to Article X, unless the Buyer
expresses his disagreement with the identified amount of purchase price.

3. The purchase price (or its balance after the deduction of advance payment
pursuant to par. 6 below) shall be paid by the Buyer within 90 days following
the effective date hereof (hereinafter 'purchase price maturity date') in lump
sum in favour of the Seller's account set out in Article I, unless this
Agreement provides implicitly otherwise. The purchase price shall be deemed paid
on the date when the due amount is credited to the Seller's account.

4. If the amount of the purchase price shall have not been known or agreed by
the purchase price maturity date for any reason, it is agreed that the Buyer
shall pay an advance equal to tentative purchase price minus the advance
pursuant to Art. 6 below before the purchase price maturity date. If the
purchase price is not known even three months after the purchase price maturity
date the Buyer shall then have the right to withdraw from this Agreement.

5. If the advance paid pursuant to par. 3 is higher than the purchase price the
Seller shall return any such excess payment to the Buyer's account set out in
Article I. above within thirty days following the agreement on purchase price
set forth in the Handover Record.

6. The parties acknowledge that the Buyer has paid an advance equal to 10% of
tentative purchase price, i.e. CZK 378 500, - in favour of the Seller's account.
If the Seller terminates this Contract or if the bankruptcy is declared on the
Buyer's assets and the (tentative) purchase price is not paid, the Seller shall
be obliged to pay contractual penalty to the Seller equal to the defined advance
payment.



                                   Article V.

                                  Late charges

Should the Buyer fail to meet the payment date of the purchase price or
tentative purchase price laid down in Article IV. hereof, the Parties have
agreed in line with relevant provisions of the Commercial Code that the Buyer
shall pay agreed late charges at the rate of 0.05% of due amount daily. Late
charges will be payable against the billing prepared by the Seller. The Buyer
shall be duty bound to pay the agreed late charges within the term determined by
the Seller.





                                  Article VI.

              Withdrawal due to the failure to pay purchase price



Irrespective to Article V hereof and in accordance with (S) 345 of the
Commercial Code, the Seller shall be entitled to withdraw from the Agreement if
the purchase price or tentative purchase price is not paid within ten business
days after the specified term since such default may be regarded as a
substantial breach of contractual obligations by the Buyer. The Seller shall
have the right to withdraw from the Agreement also if the Buyer is in delay with
payment of even a negligible portion of the purchase price unless such delay has
not been caused by the Buyer. The Seller shall have the right to withdraw from
the Agreement in the aforementioned events starting from the moment when he
shall learn about such delay through the whole duration of the delay.





                                  Article VII.

                                Passage of title



1. The property right to real estates and movable things shall pass to the Buyer
on the agreed effective date hereof.

2. The appropriate Land Register Office shall enter the passage of title to the
real estates in the land register in line with (S) 19 par. 3 of the Law and in
line with (S) 7 of the Act 265/1992 Coll., as amended.





                                  Article VIII

Buyer's representations and obligations



1. The Buyer represents that he is acquainted with the actual condition of real
estates and movable things.

2. The Buyer undertakes not to transfer to any third party any real estate that
has passed to the Buyer hereunder without the Seller's consent before the full
amount of purchase price is paid. The Buyer undertakes not to enter into any
real estate lease contract or any apartment lease contract or any
non-residential premises lease contract for a fixed term exceeding the purchase
price term or any indefinite term contract with more than one month termination
notice, before the purchase price is paid. The same conditions apply to the
conclusion of any loan contract.

3. Should the Buyer violate the undertakings under the previous paragraph 2, the
Seller shall be entitled to require liquidated damages from the Buyer.





                                  Article IX.

          Seller's representations and defects in the Business assets



1. The Seller represents that as at the dates when this Agreement comes into
force and effect

a) he is authorised to sign this Agreement and fulfil his obligations hereunder.
The Seller's signing and performing of this Agreement has been duly approved by
all required bodies of the Seller and all appropriate authorities of the Czech
Republic and no other approvals or permits are required,

b) this Agreement, signed by the Seller's representatives whose names are laid
down on the signature pages hereof, shall represent legal and valid obligations
of the Seller enforceable against his assets,

c) this Agreement or the transactions contemplated herein shall not violate (i)
any contract, obligation, judgement or order where the Seller is a party, (ii)
any law or other legal regulation applicable to the Seller or his assets,

d) he is fully authorised to dispose of the privatised assets in accordance with
his undertakings herein,

2. If any of the representations made by the Seller herein turns out to be
untrue, it can be regarded as a substantial breach of contract by the Seller and
as such will constitute the Buyer's right to withdraw herefrom.



3. Any discount from the purchase price due to defective and missing things and
liabilities not reflected in the books will be provided in line (S) 20 of the
Law.



                                   Article X

                             Handover and takeover

1. Within thirty days following the effective date hereof the Seller shall be
obliged to hand over and the Buyer shall be obliged to take over (i) the items
included in the privatised assets, (ii) original documents which certify the
title to such items or their acquisition and are important for their use, and
(iii) original documents, which certify the existence of any receivable or
payable debts being transferred to the Buyer hereunder. Precise places and times
of handover shall be identified by the Seller (or by a person authorised by the
Seller to hand over the privatised assets) in a written notice addressed to the
Buyer and delivered reasonably in advance. The handover shall be documented in
the form of a record signed by both parties ((hereinafter 'handover record').

2. The party which refuses to start handover/takeover process under the previous
paragraph or refuses to continue such handover/takeover without any serious
reason shall be obliged to pay the other party CZK 1.000 for each day of the
duration of such breached obligation.



3. If the Seller refuses to hand over to the Buyer the privatised assets and the
documents set out in paragraph 1 of this Article this will be regarded as a
substantial breach of this Agreement by the Seller and the Buyer shall have the
right to withdraw herefrom.



                                  Article XI.

                            Notices and conjunction

1. The Buyer is duty bound to notify the creditors of his acceptance of debts
without undue delay. For this purpose the Seller shall provide the Buyer with a
list of creditors stating their business name, address and names of contact
persons no later than on the effective date hereof.



2. The Seller is duty bound to notify the debtors who owe receivable debts being
part of the privatised assets that their debts have passed no later than on the
effective date hereof. If such debts are secured by a lien, guaranty or in any
other manner the Seller shall inform the persons who provided such security
about the same and within the same term as in the previous sentence. The Seller
shall provide the Buyer with the list of debtors stating their business names,
addresses and names of contact persons no later than on the effective date
hereof along with the copy of notices dispatched in line with the previous
provisions in this paragraph 2 and the documents certifying that such notices
have been mailed. The transfer of debts is otherwise governed by relevant
provisions in the Civil Code 40/1964 Coll., as amended.

3. Any breach of duties stipulated in previous paragraphs of this Article XI by
the Seller shall be regarded as a substantial breach of this Agreement and the
ground for the Buyer to withdraw herefrom.



4. The Buyer undertakes to provide necessary cooperation to the Seller in the
latter's performance of duties pursuant to this Article XI.







                                  Article XII.

                          Legal effects of withdrawal



1. The withdrawal shall become effective on the date stated in a termination
notice delivered to the party which breached the obligations hereunder.
Otherwise on the date stipulated in relevant provisions of the Commercial Code.

2. In the event of withdrawal the Buyer shall be obliged to return the
privatised assets to the Seller within thirty (30) days following the date when
the withdrawal became effective. If the Buyer fails to return the privatised
assets he shall be obliged to provide monetary reimbursement for such unreturned
property equal to the book value of received and unreturned assets. Unless
otherwise provided herein, the Seller undertakes to return paid (tentative)
purchase price to the Buyer within the same term as the Buyer is obliged to
return the privatised assets. If the Buyer withdraws from this Agreement, the
Seller shall be obliged to pay also real estate transfer tax or real estate tax
that might be assessed to the Buyer. In case of withdrawal, the Buyer hereby
grants the Seller the authority to file on the Buyer's behalf a motion to delete
the property title to the real estates from the Land Register and a motion to
enter the Seller's title in the Land Register. The Seller hereby accepts such
authority.



3. The right to enforce late charges and contractual penalties shall not cease
to exist as a result of withdrawal herefrom.





                                 Article XIII.

                      Actions in relation to Land Register

The parties have agreed that the Buyer shall present this Agreement to
appropriate Land Register Offices to make an entry in the Land Register. For
this purpose the Seller shall submit a notarised copy of the following documents
to the Buyer upon the signature hereof::

a) Updated privatisation project,

b) Privatisation decision, and

c) Founder's resolution.



                                  Article XIV.

                       Undertaking to amend the Agreement

If any party finds out after the signature hereof that this Agreement
undoubtedly affects any rights of third parties concerning the assets, which are
the subject of the sale transaction, the parties undertake to amend this
Agreement so that such shortcoming is eliminated. This does not affect the
provisions in Article IX par. 2 and 3 above.



                                  Article XV.

                                Force and effect

This Agreement shall come into force and effect on the day of its signature by
the second party. The Buyer presumes on the signature date hereof that the
Seller shall sign this Agreement on the first day of the first (or the second at
the latest) calendar month following the calendar month during which a copy
hereof signed by the Buyer shall be delivered to the Seller and that a copy
hereof signed by the Seller shall be delivered to the Buyer on the same day.



                                  Article XVI.

                               Forbidden mortgage



The Buyer is entitled to impose a lien on the assets or their part before the
date of full purchase price payment only in order to secure the Bank's
receivable debt and only to the extent of the purchase price and only in
connection with a loan contract used to pay the purchase price and only if the
Bank shall remit the amount to be used to pay the purchase price directly to the
Seller's account in accordance with such loan contract.





                                 Article XVII.

                                 Governing law



Mutual relations between the parties not covered herein shall be governed by
legal provisions and applicable provisions of the Act 513/191 Coll. (the
Commercial Code), as amended, and other generally binding legal regulations.





                                  Article XVI.

Amendments

The parties may amend, modify or specify this Agreement only in the form of
mutually agreed and numbered written addenda.





                                 Article XVII.

                                  Counterparts

This Agreement is executed in four original counterparts and the Buyer and the
Seller shall receive two copies.



                                   Exhibit 1

                                List of estates





1. Real estates registered in the Real Estate Register maintained by the
Regional Court in Ceske Budejovice, municipality Ceske Budejovice, district
Ceske Budejovice 1 and cadastre Ceske Budejovice 1 title deed nr. 451.

Land:


Allotment nr.                                  area (sq. m.)                      Type of plot
306                                            318                                developed area
Buildings:
Type                                           Nr.                                Allotment nr.
Residential building                           247                                306





2. Real estates registered in the Real Estate Register maintained by the
Regional Court in Vsetin, municipality Vsetin, cadastre Vsetin, title deed nr.
5711.

Land:


Allotment nr.                      area (sq. m.)                            Type of plot
389                                1201                                     developed area





3. Real estates registered in the Real Estate Register maintained by the
Regional Court in Jicin municipality, Jicin, cadastre Jicin title deed nr. 4323.

Land:


Allotment nr.                         area (sq. m.)                               Type of plot
781/2                                 600                                         other areas
781/4                                 1777                                        other areas
781/5                                 976                                         other areas



4. Real estates registered in the Real Estate Register maintained by the
Regional Court in Benesov municipality Vrchotovy Janovice, cadastre Manelovice
title deed nr. 766.

Land:


Allotment nr.                         area (sq. m.)                               Type of plot
270/5                                 696                                         other areas
273/1                                 455                                         other areas
273/2                                 192                                         other areas
274/1                                 3748                                        other areas





The parties declare that they have read this Agreement and that the Agreement
has been concluded in accordance with their true and free will.



Done in Prague, date ..

The Buyer:

The Seller:


--------------------------------------------------------------------------------

N 362/2002

NZ 324/2002





I hereby certify that this copy of public notary's deed made on the
twenty-eighth June of the year of two thousand and two is intended for Komercni
banka, a. s., and is identical with the public notary's deed and Annexes 1
through 8 thereto dated twenty-eighth June of the year of two thousand and two
ref. no. NZ 324/2002 made by the undersigned Notary Public in Prague JUDr.
Libuse Vildova.

(signature)

(round stamp)

JUDr. Libuse Vildova

Public Notary in Prague




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