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Komercni Banka (KMCA)

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Wednesday 16 July, 2003

Komercni Banka

AGM Notarial Deed 1/3

Komercni Banka
16 July 2003

Komercni banka, a.s. http://www.kb.cz/en
Prague 1, Na Prikope 33, building identification number 969, Post Code 114 07
Identification No.: 45 31 70 54
incorporated in the Commercial Register maintained with the Municipal Court in
Prague, section B, insert 1360



Part 1 of 3



                                                                        Page One

N 404/2003

NZ 382/2003



                                  COUNTERPART

                                 Notarial deed



Drawn up by me, JUDr. Libuse Vildova, a notary public with the registered office
in notary's office in Praha 1, Narodni trida 10, house number 138

On June nineteen two thousand three (19/6/2003)



At the request of the company Komercni banka, a.s, with the registered office
Praha 1, Na Prikope 33, house number 969, postal code 114 07, Company
Registration Number 45317054 (hereinafter referred to as the 'Company'), I
arrived at the conference room of Hotel Ambassador, Vaclavske namesti 5-7, Praha
1 on June nineteen two thousand three at 9.20 a.m., to witness and certify some
legally significant facts concerning the ordinary General Meeting of the
company.



I hereby certify that I have personally inspected an abstract of the Companies
Register kept by the Municipal Court in Prague, section 5, file 1360, in which
the joint-stock company Komercni banka, a.s. is recorded with the company
registration number 45317054. According to the abstract, the registered capital
of the company as of 24/4/2003 was CZK 19,004,926,000, as divided into
38,009,852 registered ordinary book shares in the nominal value of CZK 500.



A certified transcript of the abstract of the Companies Register kept by the
Municipal Court in Praha of 24/4/2003 has been attached to this notarial deed as
Annex 1.



I also certify that according to the information provided by the company
Komercni banka, a.s. -Department 2180 - Administration and Support of FS KB, the
ordinary General Meeting was summoned by a notice of General Meeting published
in daily paper Hospodarske noviny on 19/5/2003, and by a display of the notice
of General Meeting on the official board of the company in the registered office
of Komercni banka, a.s.



The notice of General Meeting, containing the agenda thereof, as handed over to
the notary public, has been attached to this notarial deed as Annex 2.



I therefore hereby issue this



                              notarial certificate



concerning some significant facts pertaining to the ordinary General Meeting of
the company Komercni banka, a.s. that I personally attended on June nineteen two
thousand three in the Conference room of the Hotel Ambassador, Vaclavske namesti
5-7, Praha 1.





                                                                        Page Two



Item 1 - Commencement



The General Meeting was opened by Chairman of the Board of Directors and Chief
Executive Officer of the company Mr Alexis Juan, who spoke French for the entire
course of the proceedings. This and as well as other appearances of members of
the Board of Directors Mr Philippe Roucheton and Olivier Flourens, and of
Chairman of the Supervisory Board Mr Didier Alix, were interpreted into Czech by
Ms Renata Drahozalova, birth registration number 575307/1071, resident in Praha
3, Zizkov, Premyslovska 1481/34.

At 10.05 a.m., Chairman of the Board of Directors and Chief Executive Officer of
the company Mr. Alexis Juan welcomed the attendees and stated that in accordance
with the Articles of Association and by commission of the Board of Directors of
the company Komercni banka, a.s. he will chair the General Meeting until a
chairperson elected by the shareholders will replace him in this function.



Mr Alexis Juan, Chairman of the Board of Directors and Chief Executive Officer
of the company, introduced Mr Guy Poupet, Vice chairman of the Board of
Directors, and Mr Olivier Flourens, Mr Peter Palecka, Mr Matus Pull and Mr
Philippe Roucheton, members of the Board of Directors . He also introduced Mr
Didier Alix, Chairman of the Supervisory Board; Mr Jean-Luiss Mattei, Vice
chairman of the Supervisory Board, and Ms Miroslava Smidova, Mr Severin
Cabannes, Jan Kucera, Petr Laube and Christina Poirier, members of the
Supervisory Board.



Mr Alexis Juan, Chairman of the Board of Directors and Chief Executive Officer
of the company, also introduced notary public Ms. Libuse Vildova.



Mr Alexis Juan, Chairman of the Board of Directors and Chief Executive Officer
of the company, also stated that in compliance with the Articles of Association
of the bank, the Board of Directors also invited a representative of the
external auditing company Deloitte & Touche to participate in the proceedings of
the General Meeting as a guest, as well as that the Board of Directors
commissioned company INFO 7, s.r.o. to secure the recording of attendance and
the voting procedures.



He also stated that in compliance with the valid Bank Act, an abstract of the
registry of the issuers from the Securities Centre of the Czech Republic as
approved by the Czech National Bank was used to determine the attending
shareholders for this General Meeting.



Mr Alexis Juan, Chairman of the Board of Directors and Chief Executive Officer
of the company, announced that he was informed by the attendance recording staff
that the shareholders present at the General Meeting owned shares representing
the total nominal value of 62.530% of the bank's registered capital, and asked
the shareholders to place the KB logo they had received at the attendance desk
on a visible place of their clothes to allow for easy identification. He
declared that pursuant to the valid Articles of Association of the company, the
General Meeting had a quorum and was qualified to adopt decisions and that no
one lodged a protest against the exercise of the voting rights. Subsequently, he
commenced the proceedings of the General Meeting



                                                                      Page Three



Mr Alexis Juan, Chairman of the Board of Directors and Chief Executive Officer
of the company, stated that he will inform the attendees of the agenda as
published in the notice of General Meeting in daily paper Hospodarske noviny on
19/5/2003. Apart from having been published in Hospodarske noviny, the agenda
was also displayed on the official board in the registered office of the bank.
Subsequently, he read the agenda as follows:



1. Opening of proceedings

2. Approval of the Rules of Procedure and Rules of Voting of the General
Meeting, election of Chairman, minutes clerk, minutes verifiers and
vote-counters of the General Meeting

3. Approval of the Report by the Board of Directors on the commercial activities
of the bank and on the state of the bank's assets in 2002

4. Discussion of the regular annual financial statement and of the proposal for
the distribution of profit for the year 2002, as well as of the consolidated
annual financial statement for the year 2002

5. The statement of the Supervisory Board concerning the regular financial
statement for the year 2002, concerning the proposal for the distribution of
profits and the statement concerning the consolidated financial statement for
the year 2002, the report of the Supervisory Board about the results of its
supervisory activities and about relations between interconnected persons
pursuant to Article 66a paragraph 9 of the Commercial Code 513/1991 Coll, as
amended

6. Approval of the regular annual financial statement for the year 2002

7. Decision about the distribution of profit for the year 2002

8. Approval of the consolidated financial statement for the year 2002

9. Decision about the amendment of the Articles of Association

10. Decision about the remuneration of the members of the bank's bodies

11. Conclusion



Mr Alexis Juan, Chairman of the Board of Directors and Chief Executive Officer
of the company, reminded that the voting is exercised via ballots that the
shareholders received at the attendance desk. If the Board of Directors or
Chairman of the General Meeting requests or the General Meeting decides
otherwise, the voting may be exercised in other manners as well. First, the
General Meeting will vote on the request by the board o directors. If the
required majority accepts the proposal of the Board of Directors, the remaining
proposals will not longer be put to vote. The General Meeting will vote on other
proposals and counter-proposals in the order in which they were submitted.



Mr Alexis Juan, Chairman of the Board of Directors and Chief Executive Officer
of the company, explained the voting procedure for the General Meeting. When
taking a vote, the shareholder will detach the ballot with the announced serial
number of the voting round and cast it into the ballot box. If he agrees with
the proposal, he detaches the blue ballot, if he does not agree he detaches the
yellow ballot and if he abstains from voting he detaches the white ballot. Mr
Juan also remarked that each shareholder received a card with the number of his/
her votes at the attendance desk. This card will be used for voting only in case
that the vote will be taken in other manner than by ballots. Mr Juan also said
that the General Meeting takes places at the premises of the conference room,
the balcony and the adjacent stairway to ground floor. Upon leaving these
premises the shareholders will be checked out and when return they will be
checked in. The check-in and check-out points are located at the exit from the
hall under the stairway, and at the back parts of both the floors of the hall.
In case a shareholder leaves the General Meeting permanently, he or she must
return the ballots to the attendance desk.



                                                                       Page Four



Mr Alexis Juan, Chairman of the Board of Directors and Chief Executive Officer
of the company, also informed the shareholders that at rear section of the
conference room an information centre of the General Meeting is situated, where
the Komercni banka staff is prepared to answer the questions or the requests of
the shareholders. Mr Juan also stated that the shareholders may study some of
the documents pertaining to the agenda of the General Meeting at the information
centre, and asked the shareholders to submit their written proposals,
counterproposals, requests for explanation or protests at this information
centre.





Item 2 - Approval of the rules of procedure and rules of voting of the General
Meeting, election of Chairman, minutes clerk, minutes verifiers and
vote-counters of the General Meeting



Mr Alexis Juan, Chairman of the Board of Directors and Chief Executive Officer
of the company, asked a member of the Board of Directors Mr Peter Palecka to
read the draft of the Rules of Procedure and Rules of Voting that regulate the
internal procedural rules for the decision-making of the General Meetings, since
the decision-making method itself has been stipulated by the bank's Articles of
Association, in compliance with the Commercial Code.



Member of the Board of Directors Mr Peter Palecka read the draft of the Rules of
Procedure and Rules of Voting as follows:



THE RULES OF PROCEDURE AND THE RULES OF VOTING OF THE KOMERCNI BANKA, a.s.
GENERAL MEETING



A) Shareholders' conduct at the General Meeting



1. At the General Meeting of the company, the shareholder is entitled to rights
as specified in Act 513/1991 Coll., Commercial Code (as amended), and in the
Articles of Association as adopted by the General Meeting. In compliance with
the aforesaid regulations, the shareholder is entitled to vote on the items of
agenda, and request explanations concerning the issues pertaining to the company
and persons controlled by the company, should such explanation be necessary for
the assessment of the item on the agenda of the General Meeting. The shareholder
is also entitled to assert his/her proposals or counterproposals, either in
person or via authorised representatives, or via representatives with the
written power of attorney.



2. The General Meeting follows the procedure set out in the agenda published in
the notice of General Meeting, The issues that have not been included in the
proposed agenda of the General Meeting, may be decided only with the
participation and express approval of all shareholders of the company.



3. A member of the Board of Directors authorised the Board of Directors declares
the General Meeting open. This member of the Board of Directors then chairs the
General Meeting until the General Meeting elects a new Chairman.



                                                                       Page Five



4. In the opening section, the General Meeting elects:

- Chairman of the General Meeting;

- Minutes clerk;

- Two minutes' verifiers;

- Persons commissioned to count the votes (hereinafter referred to as the '
scrutineers').



5. Chairman of the General Meeting, minutes clerk, two minutes' verifiers and
scrutineers are all elected simultaneously (in one vote).



6. Chairman of the General Meeting chairs the General Meeting and is responsible
for its progress.



7. Chairman of the General Meeting is obliged to:

- Observe the agenda of the General Meeting;

- Observe the provisions of these Rules of Procedure and Rules of Voting, the
Articles of Association, Commercial Code, and the Bank Act, and to decide in all
disputable issues related to the progress of the General Meeting,

- Chair the voting in such manner that the notarial deed about a decision of the
General Meeting could be executed in compliance with all the prerequisites
stipulated by the law.



8. Chairman of the General Meeting is entitled to:

- Interrupt the General Meeting proceedings and announce the intermissions
necessary for the due assertions of shareholders' rights, as well as to secure
due progress and validity of the General Meeting;

- Accept procedural decisions that govern the progress of the General Meeting,
particularly to decide about the time limit for the assertion of oral proposal,
counterproposal, request for explanation or protest.



9. The shareholders submit the proposals, counterproposals and request for
explanation to Chairman of the General Meeting either orally or in writing. In
case of the written submission they hand it in at the information centre. The
heading of must contain information whether the document concerned is a
proposal, counterproposal or a request for explanation. The submitter must
attach a legible signature bellow the text, and either his or her first name and
surname (in case of natural persons) or company title and the company
registration number (in case of legal persons). If the submitted document does
not contain the aforesaid prerequisites, Chairman of the General Meeting will
attempt to rectify the situation. If Chairman of the General Meeting does not
ascertain that an authorised person submitted the proposal, the General Meeting
will not discuss the submission. In case of oral proposal, counterproposal,
request for explanation concerning the issues pertaining to company and
company-controlled persons, should such explanation be necessary for the
assessment of the General Meeting's agenda, the submitter must state his or her
name and surname or the name and surname of the person he or she represent (in
case he or she acts on behalf of a shareholder - natural person). If necessary,
at the request of Chairman of General Meeting, the submitter shall provided his
place of residence as well. In case of shareholder - legal person, the submitter
provides his or her name, surname, company title and company.



                                                                        Page Six





registration number of the person he or she represents. At the same time the
submitter shall state, whether he or she wants to present a proposal, counter
proposal or request for explanation.



Chairman of the General Meeting is obliged to provide the clarification of the
request for explanation submitted in compliance with this Rules of Procedure and
Rules of Voting. The information rendered as a clarification must be specific
and provide an adequate representation of the real state of affairs. Chairman of
the General Meeting may refuse to provide the explanation in instances
stipulated by the Commercial Code.



10. A shareholder, a member of the Board of Directors or a member of the
Supervisory Board is entitled to ask the minutes clerk to record his or her
protest concerning the decision of the General Meeting in the General Meeting
minutes. The method of the submission of protest is stipulated by the provision
of Section 19 of the Rules of Procedure and Rules of Voting.



11. Upon leaving the General Meeting, a shareholder is obliged to return the
ballots and check out at the attendance desk. After he or she returns to the
General Meeting, and checks in, he will receive the ballots back.



12. After the completion of the agenda, Chairman of the general meeting will
close the session.



13. The minutes of the General Meeting are signed by Chairman of the General
Meeting, the minutes clerk and minutes verifiers.



B) Shareholders' vote taking at the General Meeting



1. All persons recorded in the shareholders' attendance list and present at the
General Meeting at the time of vote-taking, are entitled to take vote at the
General Meeting, unless the law stipulates otherwise.



2. The succession of voting rounds observes the agenda of the General Meeting.



3. The votes are taken via ballots that contain the assigned attendance number,
numeral code of the voting shareholder, the number of the voting round and the
type of the vote (FOR, AGAINST or ABSTAIN). In one voting round, a shareholder
may submit one ballot only (FOR or AGAINST or ABSTAIN), which contains the code
number of the shareholder and the number of the voting round.



4. The shareholder will receive the ballots at the attendance desk. On share of
the nominal value of CZK 500 corresponds to one vote.



5. At the request of the Board of Directors, Supervisory Board, Chairman of the
General Meeting or following the decision of the General Meeting, the votes
shall be taken by acclamation. Each shareholder shall receive a card with the
marked out number of his votes, and at call by Chairman of the General Meeting
he or she will raise the card above head to allow the scrutineers to count to
votes.



                                                                      Page Seven



6. The first vote is taken on the proposal submitted by the Board of Directors.
If the required majority of votes approves this proposal, other proposals or
counterproposals for this item of agenda shall not be put to vote. If the
proposal submitted by the Board of Directors is declined, a vote is taken about
the proposal by the Supervisory Board. Other proposals and counterproposals to
this item of agenda are put to vote in the time order in which they were
submitted. If the General Meeting adopts the proposal or counterproposal
submitted in this way, other proposals or counterproposals for this item of
agenda shall not be put to vote.



7. In case that several proposals are put to vote within one resolution
(so-called en bloc voting) and a shareholder does not agree with one of the
proposals, he is assumed to disagree with the entire resolution.



8. The proposal for the amendment of the Articles of Association is put to vote
as a whole. The wording of the amended provisions or of the provisions
influenced by the modifications will be read verbatim to the shareholders at the
General Meeting.



9. Voting procedure

a) Chairman of the General Meeting:

- Ascertains the quorum of the General Meeting;

- Declares whether the General Meeting has a quorum;

- Reads or asks another person to read the verbatim wording of the resolution
that is put to vote and declares the required quorum;

- Opens the voting pertaining to a specific item on the agenda of the General
Meeting;

- Announces the number of the voting round;

b) Voters submit their ballots to the scrutineers and cast them into the ballot
box.



10. In case a shareholder looses the ballot or the data printed on the ballot
are incorrect, the shareholder request a replacement ballot from the
scrutineers. The scrutineers have the issue of the replacement ballot recorded
in the minutes.



11. After each voting the scrutineers will collect the ballots from the voters
and check the validity of the ballots. A ballot is invalid, if it does not
contain any or all identification data, of the voting round number on the ballot
is different from the voting round in which the vote is taken. Likewise, any
torn, crawly or otherwise damaged ballots are considered invalid if the ballots
does not allow for the unambiguous identification of the voter's decision.



12. The scrutineers count the votes contained in the valid ballots. As soon as
they ascertain that the amount of votes required to reach the decision on the
proposed item of agenda was reached, the scrutineers inform the Chairman of the
General Meeting of the preliminary result of the voting and the Chairman
consequently announces the result to the General Meeting. The counting of the
votes then continues and the final are be announced at the end of the General
Meeting, and recorded in the minutes of the General Meeting. If the required
number of votes is not reached to pass the proposal, the Chairman of the General
Meeting informs the shareholders of the fact, reads the following proposal and
asks the shareholders to take a new vote.



                                                                      Page Eight



13. In case that a notarial deed is to be drawn up about the decision of the
General Meeting, the Chairman of the General Meeting will wait until the
complete results of the voting are available for the discussed item of the
agenda and only then he will announce the final results of the voting. If the
required number of votes is not reached to pass the proposal, Chairman of the
General Meeting informs the shareholders of the fact, reads the following
proposal and asks the shareholders to take a new vote.



14. In case that no submitted proposal or counterproposal is passed for an item
of agenda, Chairman of the General Meeting will close the discussion of that
item of agenda.



These Rules of Procedure apply for the ordinary General Meeting of Komercni
banka, a.s. that took place on June 19 2003.



Mr Alexis Juan, Chairman of the Board of Directors and Chief Executive Officer
of the company, raised a query whether anyone has any proposals, counter
proposals or request for explanation pertaining to the propounded Rules of
Procedure and Rules of Voting. No one in the conference room responded to the
query.



Mr Alexis Juan, Chairman of the Board of Directors and Chief Executive Officer
of the company, then read the proposal for resolution as follows:



Resolution one



The General Meeting has approved the Rules of Procedure and Rules of Voting of
the General Meeting of Komercni banka, a.s., pursuant to the proposal submitted
by the Board of Directors.



Mr Alexis Juan, Chairman of the Board of Directors and Chief Executive Officer
of the company, declared that an absolute majority of the shareholders present
was required to pass the proposed resolution. He said that according to the data
supplied by the persons temporarily authorised to count to votes, the General
Meeting had a quorum and was capable to pass decisions, as the shareholders
present owned shares in the total nominal value of 62.536% of the registered
capital of the bank. Mr Juan asked the shareholders to detach the ballot with
the voting round serial number 1, and to cast the blue, yellow or white ballot
into the ballot box.



After the completion of the voting, Mr Alexis Juan, Chairman of the Board of
Directors and Chief Executive Officer of the company, read the preliminary
results of the voting on the first resolution. A total of 99.971% of
shareholders present were for the proposal.



Mr Alexis Juan, Chairman of the Board of Directors and Chief Executive Officer
of the company, stated that the first resolution was adopted by the required
absolute majority and that the shareholders will be informed of the precise
result of the voting later on in the course of the General Meeting.



At the request of the company Komercni banka, a.s. in order to secure the
transparency of this notarial deed, the precise results of the voting on
individual resolutions, as declared in the course of the General Meeting, will
be attached immediately bellow the resolution that was put to vote.



                                                                       Page Nine



Mr Ladislav Petrasek, Chairman of the General Meeting, declared and read the
precise results of the voting about resolution one, from the document submitted
by the persons temporarily authorised to count to votes, as follows:



Percentage of votes for the resolution: 99.971%

Percentage of votes against the resolution: 0.000%

Percentage of votes abstained: 0.000%

Percentage of non-voting votes: 0.029%



Mr Alexis Juan, Chairman of the Board of Directors and Chief Executive Officer
of the company, introduced the proposal of the Board of Directors to elect the
following persons as the bodies of the General Meeting: Mr Ladislav Petrasek as
the Chairman of the General Meeting, Ms Jolana Zabrsova as the minutes clerk, Ms
Ilona Lehovcova and Mr Jaroslav Hoch as the verifiers of the minutes, and Mr
Radomil Kochanek and Ms Daniela Markova as the persons authorised to count to
votes. Mr Juan also declared that all candidates will be elected into only for
the duration of the General Meeting and that they will be obliged to secure the
due progress of this ordinary General Meeting in compliance with the legal
regulations and Articles of Associations of the bank. At the same time, the
Board of Directors in compliance with the adopted Rules of Procedure and Rules
of Voting proposes to pass this resolution en bloc.



Mr Alexis Juan, Chairman of the Board of Directors and Chief Executive Officer
of the company, raised a query whether any of the shareholders has any written
or oral proposal or request for explanation to the submitted proposal for the
election of the officials of the ordinary General Meeting. No one responded to
the query.



Subsequently, Mr Alexis Juan, Chairman of the Board of Directors and Chief
Executive Officer of the company, propounded the resolution proposal of the
Board of Directors as follows:



Resolution two



The General Meeting elects:

Mr Ladislav Petrasek as the Chairman of the General Meeting;

Ms Jolana Zabrsova as the minutes clerk;

Ilona Lehovcova and Jaroslav Hoch as the minutes verifiers;

Radomil Kochanek and Daniela Markova as the persons authorised to count the
votes.



Mr Alexis Juan, Chairman of the Board of Directors and Chief Executive Officer
of the company, declared that an absolute majority of the shareholders present
was required to pass the proposed resolution. In compliance with the adopted
Rules of Procedure and Rules of Voting this resolution will be put to vote en
bloc. He said that according to the data supplied by the persons temporarily
authorised to count to votes, the General Meeting had a quorum and was capable
to pass decisions, as the shareholders present owned shares in the total nominal
value of 62.536% of the registered capital of the bank. Mr Juan asked the
shareholders to detach the ballot with the voting round serial number 2, and to
cast the blue, yellow or white ballot into the ballot box.



                                                                        Page Ten



After the completion of the voting, Mr Alexis Juan, Chairman of the Board of
Directors and Chief Executive Officer of the company, read the preliminary
results of the voting on the resolution two. A total of 96.50% of shareholders
present were for the proposal.



Mr Alexis Juan, Chairman of the Board of Directors and Chief Executive Officer
of the company, stated that the resolution two was adopted by the required
absolute majority and that the shareholders will be informed of the precise
result of the voting later on in the course of the General Meeting.



Mr Ladislav Petrasek, Chairman of the General Meeting, declared and read the
precise results of the voting about resolution two, from the document submitted
by the persons authorised to count to votes, as follows:



Percentage of votes for the resolution: 99.987%

Percentage of votes against the resolution: 0.000%

Percentage of votes abstained: 0.000% one vote not included

Percentage of non-voting votes: 0.013%



Subsequently, Mr Alexis Juan, Chairman of the Board of Directors and Chief
Executive Officer of the company, handed over Chairmanship of the ordinary
General Meeting to the Mr Ladislav Petrasek, newly-elected Chairman of the
General Meeting, and asked all elected officials of the General Meeting to take
up their offices.





Item 3 - Approval of the report by the Board of Directors on the commercial
activities of the bank and about the state of the bank's assets in 2002



Mr Ladislav Petrasek, Chairman of the General Meeting, took charge of the
Chairmanship of the General Meeting at 10.50 a.m. and informed the shareholders
that they received the documents for this item at the attendance desk as
document No. 2, and that the report by the Board of Directors on the commercial
activities of the bank in 2002 is an inherent part of Komercni banka's Annual
Report 2002, that is available for the shareholders in the information centre at
the back of the gall. Mr Ladislav Petrasek, Chairman of the General Meeting,
also remarked that also the 2002 annual Financial Statement is available to the
shareholders in the information centre. Likewise, the 2002 Consolidated
Financial Statement and the Report on the Relations between Interconnected
Persons are included in the Komercni banka's 2002 Annual Report.



Mr Ladislav Petrasek, Chairman of the General Meeting, asked Mr Alexis Juan,
Chairman of the Board of Directors and Chief Executive Officer of the company,
to present his commentary to this item of the agenda.



                                                                     Page Eleven



Mr Alexis Juan, Chairman of the Board of Directors and Chief Executive Officer
of the company, in his report commented on the main points set out in the
written report of the Board of Directors submitted to the shareholders. Above
all, he stated that:



- Year 2002 was the first year when Komercni banka, a.s. was owned by Societe
Generale, and that this year was a financial and business success;

- A new strategy was introduced - the Board of Directors wants to strengthen the
leading position of the bank and acquire new clients;

- A restructuring programme was adopted - the bank wants to satisfy its clients
and provide them with the best services possible - this is why there the new
client segmentation was implemented;

- The sales network was restructured;

- The bank's products and distribution channels were extended - to allow the
clients to use the services 24 hours/day;

-New visual corporate identity was introduced to represent the fact that
Komercni banka, a.s., belongs to the Societe Generale group;

- New organizational structure was implemented that allows for a better
utilisation of human resources;

- New plans were introduced to decrease the bank's expenses pertaining to the
bank's operation and risks;

- The entire Komercni banka financial group cooperates with other companies that
are part of the Societe Generale group.

At the end of his report, Mr Alexis Juan, Chairman of the Board of Directors and
Chief Executive Officer of the company, commented on the unconsolidated
financial results of the company.



Mr Ladislav Petrasek, Chairman of the General Meeting, thanked Mr Alexis Juan,
Chairman of the Board of Directors and Chief Executive Officer of the company,
for his commentary, which he accompanied with documents submitted to the
shareholders and stated that during Mr Juan's speech the information centre
collected many questions. Mr Petrasek asked the members of the Board of
Directors to agree on who will respond to individual questions.



Mr Ladislav Petrasek, Chairman of the General Meeting, read a question from
shareholder Mr Ladislav Petran from Bechyne:

I am from a small town in Tabor district. Since I do not read Hospodarske
noviny, I tried to learn about the date of the General Meeting in other ways. As
late as on 16/6 I failed to learn the date of the General Meeting at the Bechyne
branch. Even the executive manager of the Tabor branch did not know the date of
the General Meeting. In his report Mr Juan said that the information about the
time and place of the General Meeting was available at all branches, which
obviously was not true. Thank you.



Mr Ladislav Petrasek, Chairman of the General Meeting, stated that Mr Alexis
Juan did not say that the notice of General Meeting was placed in all Komercni
banka branches. In compliance with law, it had to be displayed only in the
registered office of the company, i.e. in Praha 1, Na Prikope 33. Moreover, Mr
Petrasek stated that he apologizes on behalf of the company for the executive
manager of Tabor branch who was not able to provide this piece of information.



                                                                     Page Twelve



Mr Ladislav Petrasek, Chairman of the General Meeting, read a question from
shareholder Vladimir Kyzlink:

Please find attached the comments that I sent via KB branch on Vaclavske
namesti. I have received the answer within one month, but unfortunately, the
response was purely formal. The people from the branch did not respond to my
issue, they only informed me what fees I have to pay for my account.

By my argument I wanted to draw attention to the established practice that is
quite inappropriate, in my opinion. I expected the KB management either to rebut
my comments or to support me as the client and negotiate with Univyc.

Let me therefore draw your attention to an inappropriate method of dealing with
client's suggestions and comments at the branches. I expect to receive the
statement of the KB management concerning my issue. I have not received an
answer to a question, whether KB shares the monthly fees of 0.05%.



Mr Ladislav Petrasek, Chairman of the General Meeting, stated that the Board of
Directors asked member of the executive management Mr. Pokorny to respond to
this question.



Mr Pokorny stated:

'We solve the client complaints by providing the client a confirmation within
three days from the distribution network that we are working on the complaint.
We try to deal with each complaint as soon as possible. In this particular case,
the complaint was unfortunately sent to the technical division to solve, and not
to the distribution network management. Therefore, the distribution network
management will review answer sent to Mr Kyzlink. Concerning the issue of how
Komercni banka and Univyc share the fees and whether Komercni banka may
influence the fee rate, let me state that 0.04% goes directly to Univyc, while
the fee for Komercni banka is 0.01% - this fee covers Komercni banka's expenses
with the account conducted by Univyc. I will answer other questions submitted by
Mr Kyzlink to the branch directly to Mr Kyzlink.'



Mr Ladislav Petrasek, Chairman of the General Meeting, read a question submitted
by shareholder Mr Ladislav Strach:

Recently, some media have started to spread rumours about the poor financial
situation of Komercni banka. This has resulted in the drop of the share prices.
Similar campaign accompanied by the withdrawals of deposits and the passivity of
the relevant public authorities (bank supervision etc.) resulted in the collapse
of IPB in 2000. Is not there a danger of a similar scenario with KB? How is the
management of Komercni banka going to face this threat?



Mr Alexis Juan, Chairman of the Board of Directors and Chief Executive Officer
of the company, responded to this question as follows:



'These attacks and malicious gossip have scandalized the entire Komercni banka's
team. We consider it to be not only an attempt to destabilize Komercni banka,
but rather an attempt to harm the entire Czech banking industry. Some not
entirely clean matters might have appeared in Komercni banka's past and today
some people try to misuse these shortcoming right at the moment, when Komercni
banka announced the best results in the entire industry in the Czech Republic
for the year 2002. I have presented to you Komercni banka's results and you can
see for yourself that these defamations are completely unfounded and
unjustified. Unfortunately,



                                                                   Page Thirteen



these days such slanders are rather common. There are two reasons for this.
First, in recent years the Czech banking industry was on the verge of collapse
and many depositors were afraid of losing their bank deposits. These concerns
were reinforced by the bankruptcy of Union banka. The second reason is the
general state of law and justice in the Czech Republic. Commercial Code protects
the liberties of one person at the expense of someone else, which allows one
person to bring a legal action against Komercni banka and demand the declaration
of bankruptcy four consecutive times. Another aspect that allows fast
distribution of this malicious gossip is modern communication media such as
Internet or SMS messages. How have we reacted? We provided our employees with
data that allows them to respond to all questions and to argue against slanders.
I called the governor of the Czech National Bank Mr Tuma and asked him to take
action against the gossip that could destabilize not only our bank, but after
the collapse of Union Bank also the entire banking industry. Mr Racocha, a
member of the Bank Board of the Czech National Bank issued a communique in this
matter. I wrote a personal letter to the Minister of Justice and informed him of
a recent case when one person has submitted for bankruptcy petitions against
Komercni bank for the fourth consecutive time. I would like to thank my
colleague from the Bank Association and from large banks, who signed a letter
addressed to the Minister of Interior Stanislav Gross, asking him to commission
the police to investigate similar affairs and thus prevent the destabilization
of bank market in the Czech Republic.'



Mr Ladislav Petrasek, Chairman of the General Meeting, thanked Mr Alexis Juan,
Chairman of the Board of Directors and Chief Executive Officer of the company,
for his answer and then read two queries, the first one from shareholder Mr
Zbynek Matousek and the second one from shareholder Mr Ludek Kabat:



'What is the recent development of the lawsuit against Barak Alon's companies?
Is there a chance for KB to succeed in getting at least a part of the USD 100
million that an English court ordered Stone & Rolls Limited to pay?

What is the situation concerning the Barak Alon's debt? Will the debt ever get
returned?'



Member of the Board of Directors Mr Peter Palecka responded to the query:

'Komercni banka received a judicial decision from the Vienna court of first
instance, which sentenced company BCL Trading for the payment of USD 8 million.
This was one of the first legal actions aimed at exacting the entire sum in the
amount of CZK 8 billion. In order to minimise the court fees, the banks decided
to file the suit gradually, as the court fees are derived from amount of the
disputed sum. The aforesaid judicial decision will be used to submit a
bankruptcy petition for company BCL Trading. Based on the report on the
commission of a crime submitted by Komercni banka to Austrian police, Austrian
investigative, prosecuting and adjudicating bodies charged managing director of
BCL Barak Alon and managing director of Stone & Rolls Zvonko Stojevic. The
judicial proceedings before Austrian court should commence in September.'



The second question referred to company Stone & Rolls, i.e. to the London case.
Pursuant to the English law, this company went into liquidation due to its
insolvency. The liquidator ascertained the assets of the company. Komercni banka
is a member of the committee of creditors and waits for the profit from the sale
of the company's assets. Due to the large amount of creditors it is impossible
to quantify the proceeds, but naturally, we will do our best to maximize them.
In case of Stone & Rolls Komercni banka was a victim of fraud, so it will be
difficult to locate the resources that would reimburse the debt.



                                                                   Page Fourteen



Mr Ladislav Petrasek, Chairman of the General Meeting, thanked member of the
Board of Directors Mr Peter Palecka for his response and read a question from
shareholder Jiri Skop:

A news report appeared in the press, according to which KB is a defendant in a
large court suit. The sum concerned amounts to CZK 29 billion. The Annual Report
states that the total value of lawsuits is CZK 2.6 billion. With regard to the
value of the lawsuit, the aforesaid case appears to be rather substantial. What
is the current state of affairs concerning this lawsuit?



Mr Ladislav Petrasek, Chairman of the General Meeting, remarked that the General
Meeting discusses the profit/loss of Komercni banka in the year 2002, and since
the aforesaid dispute arose in the year 2003, the sum of CZK 29 billion could
not be included in the total value of lawsuits of CZK 2.6 billion.



Member of the Board of Directors Mr Peter Palecka responded to the question:

'Mr Alexis Juan, Chairman of the Board of Directors and Chief Executive Officer
of the company, already stated that in this case the bank completely refuses to
comply with Mr Kulanda's demands, and considers the lawsuit unfounded and
unjustified. The bank took all necessary steps to solve the case before the
court, which is why we do not consider it necessary to create adjustment entries
for this super-size lawsuit.'





Mr Ladislav Petrasek, Chairman of the General Meeting, read a question by
shareholder Mr Zbynek Matousek:

I would like to ask the Board of Directors to provide its statement concerning
the sale of some KB subsidiaries. When the sale of a 50% share of CAC Leasing
will be settled? How much KB expects to earn by this sale? Does KB expect to
sell other companies from its portfolio, such as MUZO, VSSKB , IKS KB or PF KB?
What is the current situation in Komercni pojistovna?-



Member of the Board of Directors Mr Philippe Roucheton responded to this
question:

'These questions are related to the fiscal period of the year 2003 and not of
the year 2002, and the subject matter of this General Meeting is the approval of
the Annual Report and Financial Statement for the year 2002. The sale of a 50%
share of company CAC Leasing is a part of the overall strategy of Komercni banka
group in the leasing area - i.e. of the strategy to focus on the cooperation
with the Societe Generale subsidiaries that enterprise in the leasing industry.
Company Creditanstall owns the other 50% share in CAC Leasing, and we also had a
preliminary agreement with this company to sell them our share. The price for
the sale of the share is not available to public at the moment, as we are
waiting for the permission by the Office for the Protection of Competition. We
will sell this share with profit, but due to the high taxes the net impact in
the accounting books will be insignificant. Concerning other subsidiaries that
focus on the area of portfolio management, assets management or enterprise in
the insurance industry - as the CEO mentioned in his report, we have established
a cooperation with Societe Generale group partnership companies that are engaged
in the same line of business, but we cannot rule out a possible capital merging
between these companies in the future.'



Mr Ladislav Petrasek, Chairman of the General Meeting, read another part of the
question by shareholder Zbynek Matuska:



                                                                    Page Fifteen





What is the current development of CDO portfolio? Will it be necessary to create
additional reserves for this portfolio? Does KB contemplate a possible sale of
CDO's before the termination thereof?

Again, member of the Board of Directors Mr Philippe Roucheton responded to this
question:

'We assess the CDO portfolio ordinarily each month, using a model which takes
into account all events that take place depending on the state of debts and
underlying assets. Every three months we adjust the state of provisions created
for these securities - based on the state of assessment of these securities.
Concerning the CDO portfolio, this derives the state of the risk from the state
of the USA economy. The trend in the last two months is that the bonds' rate
goes down, but it is possible that it will go up quite rapidly. If we intend to
create provisions, then the development thereof depends on the risk development
of USA companies. The question is whether we want to sell CDO? Naturally, we
want to sell it, but first we need to find the buyer. In the accounting books
the CDO has been recorded under the item ready to sell, but first we have to
find a buyer who will offer a good price.'



Mr Ladislav Petrasek, Chairman of the General Meeting, read another part of the
question by shareholder Zbynek Matuska:

KB sold a package of hard to recover credits (approx CZK 21 billion) for more
than CZK 4 billion to company GE. Has the sale been settled, how does it show in
the KB results and what is the current situation concerning the sale, following
the dispute with the Consolidation Agency? How many reserves did Komercni banka
create in the past to cover this package of hard to recover credits?



Member of the Board of Directors Mr Olivier Flourens responded to the question:

'The sale of this portfolio will be completed by the end of this summer, under
very good conditions. An entire division specialized in bad debts is engaged in
this matter. We proceed in compliance with an agreement concluded between GE
Capital and Komercni banka. Concerning the financial impact on the 2002 business
results - in comparison with the total financial results of Komercni banka, this
is not a significant item.'



Mr Ladislav Petrasek, Chairman of the General Meeting, read the last part of the
question by shareholder Zbynek Matuska:

A question for the Board of Directors: What is the expected KB profit/loss in
the year 2003 and 2004?





Mr Alexis Juan, Chairman of the Board of Directors and Chief Executive Officer
of the company, responded to the query:

As I have indicated in my report, the economic climate is hardly favourable in
the year 2003. Czech Republic is economically interconnected with the EU-region
countries and especially with Germany, where the economic situation is rather
unfavourable at the moment. Naturally, this has a significant impact on the
Czech banking industry as well. Komercni banka must strive to be flexible and to
adapt to the market situation and adopt innovative solutions, for instance to
decrease operational costs in order to balance the costs with the turnover. As
far as the risk ratio is concerned, will maintain the existing discipline. We
would like to stabilize the risk costs. Our business activities have been
developing well, though. For instance, Komercni banka granted the highest amount
of mortgage credits in the first three



                                                                    Page Sixteen



months of the year 2003, and has a 28% market share this year.'



Mr Ladislav Petrasek, Chairman of the General Meeting, read the last part of the
question by shareholder Zbynek Matuska:

What is the current development concerning the Komercni banka's dispute with
Wood & Company for UNIPETROL shares, which Wood & Company bought for company
ABLE and which subsequently remained in KB along with the loss from the
transaction? This dispute hangs on for a very long time and it seems to me that
KB does not exert sufficient efforts in a case that is so obviously favourably
standing for KB.



Member of the Board of Directors Mr Peter Palecka responded to the query:

'With regard to the dispute with Wood & Company, I must say that this is a
dispute to nullify the arbitral award. The bank has taken all required legal
steps and later this year there will be another court session in this case.'



Mr Ladislav Petrasek, Chairman of the General Meeting, then read the proposal of
the resolution as follows:



Resolution three



The General Meeting approves the Report on the commercial activities of the bank
and on the state of the bank's assets in 2002 as submitted and presented by the
Board of Directors.



Mr Ladislav Petrasek, Chairman of the General Meeting, declared that an absolute
majority of the shareholders present was required to pass the proposed
resolution. He said that according to the data on the monitor, the General
Meeting had a quorum and was capable to pass decisions, as the shareholders
present owned shares in the total nominal value of 62.523% of the registered
capital of the bank. Mr Petrasek asked the shareholders to detach the ballot
with the voting round serial number 3, and to cast the blue, yellow or white
ballot into the ballot box.



Ladislav Petrasek, Chairman of the General Meeting stated that the resolution
two was adopted by the majority of 99.987% of votes of shareholders present and
that the shareholders will be informed of the precise result of the voting later
on in the course of the General Meeting.



Mr Ladislav Petrasek, Chairman of the General Meeting, declared and read the
precise results of the voting about resolution three, from the document
submitted by the persons authorised to count to votes, as follows:



Percentage of votes for the resolution: 99.987%

Percentage of votes against the resolution: 0.000%

Percentage of votes abstained: 0.010% one vote not included

Percentage of non-voting votes: 0.003%



At the request of the company, the document labelled 'Report by the Board of
Directors on the commercial activities of the bank and on the state of the
bank's assets in 2002' has been attached to this notarial deed as Annex 3.



                                                                  Page Seventeen



Item 4 - Discussion of the regular annual financial statement and the proposal
for the distribution of profit for the year 2002, as well as of the consolidated
annual financial statement for the year 2002



Ladislav Petrasek, Chairman of the General Meeting pointed out that the
shareholders received the documents No. 3, 4 and 5 at the attendance desk and
that items 6, 7 and 8 will be put to vote. Ladislav Petrasek, Chairman of the
General Meeting remarked that the annual financial statement, the consolidated
financial statement and the report on the relations between interconnected
persons were available for the shareholders for inspection from June 19 2003 in
the registered office of the bank. Today, they are available in the information
centre of the General Meeting, as a part of the bank's Annual Report. The main
data contained in the unconsolidated and consolidated financial statement were
included in the notice of General Meeting.



Mr Ladislav Petrasek, Chairman of the General Meeting, asked Mr Philippe
Roucheton, member of the Board of Directors, to present his commentary for this
item of agenda.



In his presentation, Mr Philippe Roucheton mainly commented on various data
displayed on a screen located at the front of the conference room. Among other
he stated that he will comment the unconsolidated financial statement, which is
why some of the presented numbers might differ from the number presented by Mr
Alexis Juan, Chairman of the Board of Directors and Chief Executive Officer of
the company, in his report. Mr Roucheton stated that due to better net bank
revenues, decrease of costs and betters state of reserves and provisions, there
was more than double increase of net profit. Subsequently he analysed the
reasons for the increase in more detail. Mr Roucheton also commented the issue
of the distribution of company dividend and analysed the method of determination
the amount of payable dividends. Mr Roucheton also dealt with the issue of
company profit/loss.



Mr Ladislav Petrasek, Chairman of the General Meeting, thanked Mr Philippe
Roucheton for his presentation.



Item 5 - The statement of the Supervisory Board concerning the regular financial
statement for the year 2002, concerning the proposal for the distribution of
profit and the statement concerning the consolidated financial statement for the
year 2002, the report of the Supervisory Board about the results of its
supervisory activities and about the relations between interconnected persons
pursuant to Article 66a paragraph 9 of the Commercial Code 513/1991 Coll, as
amended



Mr Ladislav Petrasek, Chairman of the General Meeting, asked Mr Didier Alix,
Chairman of the Supervisory Board, to present the statement of the Supervisory
Board.



                                                                   Page Eighteen



Mr Didier Alix, Chairman of the Supervisory Board presented the following
statement on behalf of the Supervisory Board: -

'Dear shareholders, ladies and gentlemen, on behalf of the Supervisory Board of
Komercni banka, a.s. I would like to present to you the statement of the
Supervisory Board concerning the concerning the regular financial statement for
the year 2002, concerning the proposal for the distribution of profit for the
year 2000, concerning the consolidated financial statement for the year 2002,
concerning the Board of Directors' report on the relations between
interconnected persons pursuant to Article 66a paragraph 9 of the Commercial
Code 513/1991 Coll, as amended, as well as the report about the supervisory
activities of the Supervisory Board in the period from the General Meeting which
took place on June 26 2002 until today.



In compliance with Article 12, paragraph 2d) of the bank's Articles of
Association, the Supervisory Board inspected the regular financial statement of
the company Komercni banka, a.s. as of December 31 2002, pursuant to Czech
accounting standards as well as international financial reporting standards, and
the consolidated financial statement as of December 31 2002, drawn up in
accordance with international financial reporting standards.



After inspecting the regular and consolidated financial statement of the bank
for the period from January 1 to December 31, and based on the external
auditor's report, the Supervisory Board certifies that the accounting records
have been kept in an transparent and conclusive manner, and in compliance with
the generally binding regulations that regulate the bookkeeping of banks, as
well as in compliance with the bank's Articles of Association. The financial
records represent all important aspects of the financial situation of Komercni
banka, a.s..



Company Deloitte & Touche audited the consolidated and unconsolidated financial
statements of the bank, and declared that they were compiled:



- In compliance with the valid Czech legal regulations. Deloitte & Touche
declares that the shown state of assets, liabilities and profit/loss as of
December 31 2002 is correct and issued an auditor's certificate without
reservations;

- In compliance with the international accounting standards. Deloitte & Touche
issued an auditor's certificate without reservations.



The Supervisory Board recommends the General Meeting to approve the regular
financial statement as well as the consolidated financial statement for the year
2002, as proposed by the Board of Directors.



In compliance with Article 12, paragraph 2d) of the bank's Articles of
Association, the Supervisory Board inspected the proposal of the board of
director for the distribution of profit for the fiscal period 2002, and
recommend the General Meeting to approve the proposal for the distribution of
profit, as proposed by the Board of Directors.



The Supervisory Board inspected the Report on relations between interconnected
persons in the year 2002 made out in compliance with Article 66a, paragraph 9 of
the Commercial Code, and declares that in the fiscal period from January 1 2002
to December 31 2002 Komercni banka incurred no detriment.



                                                                   Page Nineteen



Dear shareholders, I would like to inform you also about the activities of the
Supervisory Board of Komercni banka, a.s. in the period from the last General
Meeting that took place in June 2002 until this General Meeting.

First, let me make a small comment about the bank's managing bodies.



During the aforesaid period, the Supervisory Board conducted a personnel
exchange in the bank's Board of Directors. The Supervisory Board accepted the
resignation of Mr Patrice Cheroutre related to Mr Cheroutre's transfer to
another post in Societe Generale. Following the proposal by the committee for
remuneration and personnel issues, the Supervisory Board elected Mr Olivier
Flourens a new member of the Board of Directors. Mr Flourens was elected as of
February 1 2003. As of October 2002, Mr Guy Poupet was elected a Vice chairman
of the Board of Directors.



Since the last General Meeting the Supervisory Board has been working in the
same composition. Moreover, let me inform you that member of the Supervisory
Board Mr Cabanner is no longer an employee of SOGE Group and that the
nine-member Supervisory Board is composed of 3 members elected by employees, 3
members of the SOGE group and 3 independent members.



Now, let me briefly talk about the main activities of the Supervisory Board
advisory committees.



The audit committee has been informed by the external auditor about the progress
of the audit. Also the managing director of the internal audit and control
division informed the audit committee on the results of his investigation, as
well as on how the imposed measures are being fulfilled. The audit committee was
also informed about the implementation of financial indicators and about the
bank's overall profit/loss. The audit committee also focused on the discussion
of the consolidated and unconsolidated financial statement for the year 2002,
and on the issue whether it complies with the applicable international and Czech
accounting standards. In this respect I would like to emphasize the financial
stability of Komercni banka. This stability can be demonstrated by a very high
financial indicator/solvency coefficient, with the equity capital of more than
CZK 30 billion, and an outstanding situation in area of bank's liquidity with
more than CZK 200 billion which have been directly or indirectly lent to the
state with a short maturity date. This is why the international rating agency
Moody's recently announced that it intended to increase the rating of the
Komercni banka's stability rating. Komercni banka has been a strategic
investment for Societe Generale. A marked leader in key market segments, with a
client base of 1.26 million clients, Komercni banka considerably contributes to
the economic results of Societe Generale and represents a major, long-term
support of SOGE in Central Europe. There is not doubt that both SOGE and
Komercni banka prosper, and that SOGE groups intends to support the development
of Komercni banka in the Czech Republic. Both from the financial and business
viewpoint, the main task is to evaluate our know-how, and to help Komercni banka
improve its position at the Czech market, to allow for the increase of our
business activities, as well as to improve the bank's relations both with small
clients and with large companies.



In the course of its meeting, the audit committee handed over its comments and
incentives to the bank management. The audit committee also submitted its
recommendations and suggestions to the bank's Supervisory Board. These
suggestions later become the basis for the accepted measures.



                                                                     Page Twenty



An important element of the activities pursued by the Supervisory Board and the
audit committee is the cooperation and discussion of the reports supplied by the
internal audit and control division. The Supervisory Board and the audit
committee use the information provided by the aforesaid division for its control
activities.

The audit committee consisted of three members: Chairman Severin Cabannes and
members Jan Juchelka and Petr Laube. In the monitored period the audit committee
met five times.



The committee for remuneration and personnel issues supervised the issues
pertaining to the personnel and wage politics exercised in Komercni banka.
Within its scope of activities, the committee submitted its proposals and
recommendations to the Supervisory Board both in respect to the newly elected
member of the Board of Directors Mr Flourens, and in respect to other members of
the Board of Directors.

The committee for remuneration and personnel issues consisted of three members:
Chairman Didier Alix and members Jean-Luis Mattei and Christina Poirier.

In the monitored period the committee for remuneration and personnel issues met
a total of three times.



The complaints addressed or sent to the Supervisory Board act as important
impulses that assist in supervising the due operation of the bank. In the
preceding period, i.e. since the last ordinary General Meeting, the Supervisory
Board received a total of 11 complaints. The supervision board carefully
investigated all the complaints, and based on the results of the investigation
submitted its recommendations to the Board of Directors.



From the last General Meeting that took place in June 2002 until this General
Meeting, the Supervisory Board met four times.

The Supervisory Board carried out its obligations and in compliance with legal
regulations and with Komercni banka's Articles of Association, i.e. its
supervised and monitored the work of the Board of Directors, and the way the
Board of Directors fulfilled its duties, checked the accounting records and
other financial records of Komercni banka, a.s.. In short, the Supervisory Board
performed its activities in compliance with valid legal regulations, Articles of
Association and the decisions of the General Meeting.'



Mr Ladislav Petrasek, Chairman of the General Meeting, thanked Mr Didier Alix,
Chairman of the Supervisory Board for the statement of the Supervisory Board
concerning the regular financial statement for the year 2002, concerning the
proposal for the distribution of profit and the statement concerning the
consolidated financial statement for the year 2002, concerning the report about
the relations between interconnected persons, and for the report of the
Supervisory Board on the results of its supervisory activities.



Item 6 - Approval of the regular annual financial statement for the year 2002



Mr Ladislav Petrasek, Chairman of the General Meeting, stated that the
shareholders submitted two requests for explanation and one counter proposal.



Mr Ladislav Petrasek, Chairman of the General Meeting, read two requests for
explanation, the first one by shareholder Mr Zbynek Matousek, the second one by
shareholder Mr Michal Horak.



                                                                 Page Twenty-One



I request an explanation from Mr Philippe Roucheton concerning his statement
cited by a press agency, and I quote: 'The price of a KB share over 2000 is too
high,' end of quote. I consider it absolutely unprofessional from a top KB
representative to comment negatively the market value of the shares of his
company. This is quite unprecedented in the developed world. I remark that based
on the analyses of both domestic and international reputable brokers and
investment agencies the fair value of KB well exceeds CZK 2000. (For instance,
the most active broker on our market PATRIA quotes CZK 2770). I understand that
KB operates on a continually developing market and there is uncertainty
concerning global economic development, but such statements hardly benefit the
situation. Let me add that SG bought KB two years ago for 1750 in situation that
was completely different from the current state of affairs. Let me quote Mr A.
Juan in EKONOM magazine No. 32/2002, quote: 'Personally, I consider the listing
of shares on the stock exchange a good thing, and the KB Board of Directors
agrees. The listing forces us to think about what the market says. If the market
starts to feel that we took a wrong path, the price of the shares will react
immediately by falling down. Also the Societe Generale shareholders assign great
importance to KB shares,' end of quote.



Let me add that while the SG shareholders assign great importance to KB shares,
Mr Roucheton probably does not. I would like to ask Mr Roucheton for
explanation. Thank you.



I would like to request an explanation from the Chairman of the Board of
Directors concerning the statement by the bank's management that the price of
shares over CZK 2000 is too high and that KB management does not intend to
increase the price of shares by dividends.

I would like to know the opinion of the Chairman of the Board of Directors on
the future development of the price of shares in connection with the previous
statements. Does not the KB management care about the grow of shares?



Member of the Board of Directors Mr Philippe Roucheton responded to the
aforesaid requests for explanation



'Naturally, it is in the interest of both the Board of Directors and the
shareholders that the price of Komercni banka's shares be high. On the other
hand, it is hardly desirable for the price of the shares to fluctuate according
to the momentary situation on the market. The price of the shares should be
influenced by normal events and not by some extraordinary situation. There is no
inconsistency between my statement and the statement by Chief Executive Officer
Mr Juan. We want the shares to grow in a long-term perspective. It is hardly
desirable to make the rate to grow fast and then see it dropping down. It was
mentioned here that the rate of Komercni banka's shares at the time when Societe
Generale bought was CZK 1750. Well, in fact the rate then was CZK 900 and it has
doubled since. On our ordinary quarterly meeting with financial analysts we have
agreed that the profit/loss must be evaluated in a wider context. It is
important to ascertain, whether it was produced from the bank's main activity -
i.e. from its commercial activities, and only then to assess how the bank
performs. Therefore, it would not be sensible to look at the result unadjusted
for the reserve in the amount 2.5 billion and unadjusted for 1 billion of
deferred tax. The rate of CZK 2000 per share is twelve times as much as the net
result - i.e. as the result adjusted for extraordinary events.

Now, I would like to analyse the dividend policy, since we have received a
counterproposal from a shareholder to increase the dividends to CZK 200 per
share'



                                                                 Page Twenty Two



Mr Ladislav Petrasek, Chairman of the General Meeting, entered into discussion
and in order to inform the shareholders he read a counterproposal by Mr Miroslav
Censky as follows:

For the general public, the most important indicator of success and stability of
a company or a bank, is the market value of its shares, as well as the payment
and the value of the dividends. This is probably the best and most effective
advertising a company may have.

Why the Board of Directors cannot afford to increase the value of dividends?
This would influence also the value of the shares on the market. With respect to
the fact that the bank is so successful and even shows a much higher amount of
retained earnings, I consider the amount of CZK 40/share derisory. I would
expect and I propose CZK 200 per share.



Mr Philippe Roucheton continued in his speech as follows:

'The bank has a 32 or 33 billion equity, and is therefore financially sound. Our
capitalization is comparable to Ceska sporitelna or CSOB and it would not be
sensible to decapitalize. The payment of large dividends would decrease the
equity capital. Financial institution must comply with certain solvency
standards and these solvency standards must grow. The same applies to Komercni
banka, which complies with the standards and yet still tries to improve its
solvency.'



Mr Ladislav Petrasek, Chairman of the General Meeting, stated that Mr Roucheton
in his speech hopefully replied also the following comment by shareholder Jan
Kohout:

Board of directors of Komercni banka submits a proposal for the distribution of
profit, which states that the retained earnings in the amount of CZK 7 159
million, which represents 77.6% of the profit for the year 2002, will be used
later on based on the decision of the General Meeting of shareholders. I would
like to know the opinion of the Board of Directors as to how this profit should
be distributed. In my opinion, at least a part of this amount should be used to
increase the sum intended for the payment of dividends. It think that we should
discuss this increase here.



Mr Ladislav Petrasek, Chairman of the General Meeting, stated that in his speech
Mr Roucheton provided many reasons to divide the profit in the way Board of
Directors proposed. Should Mr Kohout have other proposal, he can submit a
counterproposal, but he has to formulate it clearly first. In case that the
proposal by the Board of Directors is not approved, the General Meeting will
vote on the counterproposal by Mr Censky, who was second. If not even Mr
Censky's proposal is approved, the General Meeting will vote on Mr Kohout's
possible counterproposal.





Shareholder Mr Kohout responded to the call of Mr Ladislav Petrasek, Chairman of
the General Meeting, and stated that he recommends increasing the dividend to at
least CZK 80.



Mr Ladislav Petrasek, Chairman of the General Meeting, stated that this should
be considered as a counterproposal, and read another request for explanation by
shareholder Zbynek Matousek.

KB proposes a gross dividend in the amount of CZK 40, which corresponds to a 17%
dividend ratio from the net profit. (Approx. 2% revenue from market price). Let
me quote the statement by A. Juan for EKONOM No. 32/2002, start quote: 'KB
shareholder has to revenues - dividend or, in case he sold the shares, a high
capital profit. It is a common practice that whenever the price of the shares
grow, the company does not pay large



                                                               Page Twenty Three



dividends. We will proceed in the same manner. As long as the value of the
shares grows, we will not pay large dividends,' end quote. Let me add that rate
of the KB share in 2002 grew by 100.58% (from 1036 to 2078) and the dividend
ration was 17% (CZK 11.50) from profit. In the year 2003 the rate of the shares
dropped from 2078 to 1836, i.e. by 11.7% (yesterdays closing rate), and the
dividend ration remains 17% from net profit, even though the value of the shares
dropped by 11.7% as of yesterday. KB has too high valuation reserves and is
overcapitalized and there is not reason to withhold dividends. The only logical
explanation is that KB intentionally withholds profit, because SG intends to
increase its 60% share in the future and only then will distribute more than 17%
(the same happened with ERSTE in CS). Let me add that in SG the dividend ration
is from 40% to 50%. I would like to ask Mr Juan for explanation. Thank you.



Mr Alexis Juan, Chairman of the Board of Directors and Chief Executive Officer,
responded to this query as follows:

I don't share this attitude. The assertion that Societe Generale does not want
to pay dividends is unfounded. I would like to stress that the management
appointed by the majority shareholder is not a crisis management, but rather a
management commissioned to secure long-term development of the bank for the
benefit of all shareholders. The banker's profession is risky, which is why it
is so much important to anticipate the future. When we announced the amount of
dividends, the rate of our shares immediately increased by 2%, as the market
reacts very fast. We do not want to work from day to day. We consider the
investment into Komercni banka's shares to be a long-term investment, and we
proceed in the same manner in relation to shareholders. We deeply care about
those shareholders who invest on long-term basis and who are not interested only
in fast profits.



Mr Philippe Roucheton added a remark to the Mr Juan's appearance:

'I wanted to add that we have not decided about the dividends for the preceding
fiscal period based on the price of the shares during the last ten days.'



Mr Ladislav Petrasek, Chairman of the General Meeting, stated that all requests
for explanation were answered and read the following resolution proposal:



Resolution four



The General Meeting approves the regular financial statement of Komercni banka,
a.s. for the year 2002, in the wording contained in the 2002 Annual Report of
Komercni banka, a.s.



Mr Ladislav Petrasek, Chairman of the General Meeting, declared that an absolute
majority of the shareholders present was required to pass the proposed
resolution. He said that according to the data on the monitor, the General
Meeting had a quorum and was capable to pass decisions, as the shareholders
present owned shares in the total nominal value of 62.520% of the registered
capital of the bank. Mr Petrasek then asked the shareholders to detach the
ballot with the voting round serial number 4, and to cast the blue, yellow or
white ballot into the ballot box.



In the course of the voting procedure, Mr Ladislav Petrasek, Chairman of the
General Meeting, read an request for explanation by shareholder Ladislav Koucky:

What are the plans for the enlargement of the Komercni banka's branch network in
Slovak Republic?



                                                                Page Twenty-Four



Mr Alexis Juan, Chairman of the Board of Directors and Chief Executive Officer,
responded to the query:

'On June 25 we would like to announce at a press conference in Bratislava, what
is the development strategy of Komercni banka in Slovakia. I do not want to
expand on this topic at this moment, since I will be meeting a governor of the
Slovak National Bank shortly to discuss these matters.



After the completion of the voting Mr Ladislav Petrasek, Chairman of the General
Meeting, read the preliminary results of the voting on resolution four as
follows: at the moment 90% of the shareholders present are for the resolution.



Ladislav Petrasek, Chairman of the General Meeting stated that the resolution
four was adopted by the required absolute majority of votes of shareholders
present, that the shareholders will be informed of the precise result of the
voting later on in the course of the General Meeting, and that the precise
result of the voting will be recorded in the minutes of the General Meeting.



Mr Ladislav Petrasek, Chairman of the General Meeting, declared and read the
precise results of the voting on resolution four, from the document submitted by
the persons authorised to count to votes, as follows:



Percentage of votes for the resolution: 99.963%

Percentage of votes against the resolution: 0.001%

Percentage of votes abstained: 0.011% one vote not included

Percentage of non-voting votes: 0.024%



At the request of the company, the document labelled 'Unconsolidated financial
statement of Komercni banka, a.s. for the year 2002, compiled pursuant to Czech
accounting standards' as submitted to shareholders and notary public, has been
attached to this notarial deed as Annex 4.



Item 7 - Decision about the distribution of profit for the year 2002



Mr Ladislav Petrasek, Chairman of the General Meeting, read an request for
explanation by shareholder Mr Michal Horak.

I would like to ask the Chairman of the Board of Directors and the bank
management for more details about the expected development of the prices of
shares.



Mr Philippe Roucheton responded to the request for explanation.

'I would like to emphasize that it is not our company that determines the value
of the shares - this is what the brokers do. The brokers determine what the rate
of the shares will be.'



Mr Ladislav Petrasek, Chairman of the General Meeting, read the following
proposal for resolution by the Board of Directors:



Resolution five



The General Meeting decided to distribute the 2002 profit of Komercni banka,
a.s., in the total amount of CZK 9,229,086,152.01 as follows:


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