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Current reports 1999

February 23, 1999

Current Report 9/1999

Pursuant to §81 of the Law on Public Trading in Securities and the Order of the Council of Ministers dated December 22, 1998 regarding the type, form and terms of passing current information... (Dz. U. No. 163, item 1160), the Board of Executives of PPABank S.A. informs that we received information regarding signing an agreement between Polish - AmericanPAEF, ECC and Generale Bank regarding intended sale of large block of PPABank Shares held by PAEF to GB.

Parties to the agreement issued the following press release:

"Generale Bank, the Polish-American Enterprise Fund (PAEF) and Enterprise Credit Corporation (ECC) have signed a share purchase agreement in which Generale Bank agrees to purchase PAEF's and ECC's entire stake of 58,8% in PPABank. The transaction will take Generale Bank's stake in PPABank to 68,5%.

The price to be paid by Generale Bank for PAEF and ECC shares is expected to be around PLN 40 per share, depending on the book value of the Bank at the closing of the transaction.

Following the purchase, Generale Bank will launch a public offer for the remaining shares in PPABank.

The transaction is subject to obtaining approval from the National Bank of Poland, the Securities Commission and the Anti-Monopoly Office.

PPABank is a medium-sized commercial bank founded in 1990 and listed on the Warsaw Stock Exchange since 1994. It maintains a nation-wide network of branches in Poland offering quality service, mainly to the fast developing small and medium sized enterprises sector. PPABank has invested considerable resources in the development of its computer system, which is among the most advanced ones in the country.

PPABank total assets at the end of December 1998 were PLN 1131 million (USD 370 million), and its loan portfolio increased very significantly in 1998, reaching PLN 750 million (USD 214 million). Its 1998 net profit amounted to PLN 20.4 million (USD 5.82 million). It currently employs 540 persons.

In November 1997, Generale Bank entered in to a Shareholders' Agreement with PAEF and ECC, which opened the way to acquire a 9.7% stake in PPABank. It allowed Generale Bank to offer its customers the services and the support they require in Poland, the largest market in Central Europe.

The agreement now signed between the same parties reflects the confidence of Generale Bank both in the further significant development of Poland and in the quality of PPABank. Generale Bank contemplates very positively the continuation of financing schemes in favour of Polish small and medium sized enterprises in a way similar to the ECC-founded "Small Business Loans Program" successfully implemented for several years by PPABank.

Generale Bank, which has been Belgium's leading private financial institution for more than 175 years, has become part of the Fortis Group in 1998. Together with the other banking entities of Fortis, it will form a new integrated banking group in June 1999.

Fortis Group operates in the fields of insurance, banking and investments. In its home market, the BENELUX, it is one of the largest providers of integrated multi-channel financial services. In other European countries, in Asia, in Africa and in the USA, the group focuses on specialist market sectors. Fortis Group employs some 58,000 people worldwide and has a combined market capitalization of about EUR 38 billion, making it the tenth-largest financial institution in Europe. On 30-th of June 1998, Fortis had assets in excess of EUR 330 billion and the net profit for the first half of 1998 amounted to EUR 886 million.

Generale Bank was advised in this transaction by NM Rothschild & Sons Ltd and by Baker & McKenzie.

Polish-American Enterprise Fund was established by US Congress in 1989 to support the development of small and medium size businesses in Poland through direct equity investment in private companies and targeted loan programs. From PAEF's inception total equity investment and loans made by PAEF and sister funds stand at USD 655 million. Polish-American Enterprise Fund established the Enterprise Credit Corporation in 1990 and became a majority shareholder in the PPABank in 1991 to provide loans to small and medium businesses. Both institutions were successful in providing loans of total USD 272 million to over 7 thousand private businesses.

PAEF was advised in this transaction by Enterprise Investors the largest private equity management in Poland. Legal advisers were Weil, Gotshal & Manges Llp. i B.Gessel i Wspólnicy s.j."

Bank BGŻ BNP Paribas Spółka Akcyjna z siedzibą w Warszawie przy ul. Kasprzaka 10/16, 01-211 Warszawa, zarejestrowany w rejestrze przedsiębiorców Krajowego Rejestru Sądowego przez Sąd Rejonowy dla m. st. Warszawy w Warszawie, XII Wydział Gospodarczy Krajowego Rejestru Sądowego pod nr KRS 0000011571, posiadający NIP 526-10-08-546 oraz kapitał zakładowy w wysokości 84 238 318 zł w całości wpłacony.