09:22 KC-BOCHK*U0304A<01824> & KC-CK(H)*U0306A<01825> - Ann (2) conditions of the ELIs Series B HK$53.000 HK$53.000 1 Share 10th As June, defined 2003 in the terms and conditions of the ELIs The Settlement Amount will be calculated by the Issuer and paid in Hong Kong dollars. If the Settlement Amount is a cash amount and on the Expiry Date the Settlement Amount is greater than zero, the ELIs will be automatically exercised (without notice being given to the holders of the ELIs) and the Issuer or its agent will pay to such holders an amount calculated in the manner described above, if applicable. The expected date of payment of the Settlement Amount is 30th April, 2003 for Series A ELIs and 12th June, 2003 for Series B ELIs. If the Settlement Amount equals the delivery of the Entitlement, the ELIs will be automatically exercised on the Expiry Date. Exercise Expenses must be paid by the ELI holders in accordance with the terms and conditions of the ELIs. The expected date of electronic delivery of the Entitlement is 30th April, 2003 for Series A ELIs and 12th June, 2003 for Series B ELIs. The payment and delivery obligations of the Issuer in relation to the ELIs will be unconditionally and irrevocably guaranteed by KBC Bank NV (the `Guarantor'). The ELIs will not be offered, transferred or sold as part of the initial distribution, or at any time thereafter, to or for the benefit of any persons resident, incorporated, established or having their usual residence in the United States. The offering of the ELIs will comply with all applicable rules in the countries in which they are offered. An application will be made to the Stock Exchange for the listing of, and permission to deal in the ELIs on the Stock Exchange. The date of commencement of dealings is expected to be 3rd December, 2002. All necessary arrangements will be made to enable the ELIs to be admitted to the Central Clearing and Settlement System. Other than the Guarantor being a licensed bank in Hong Kong regulated by the Hong Kong Monetary Authority, neither the Issuer nor the Guarantor is regulated by any of the bodies referred to in Rule 15A.13(2) or (3) of the Rules. The Guarantor is supervised by the Belgian Banking and Finance Commission. The annualised yield of the ELIs is detailed below. These values may not be comparable to similar information provided by other issuers of equity linked instruments as each issuer may use different pricing models. ELIs Yield Series A 18.37% Series B 18.11% The ELIs will constitute general unsecured contractual obligations of the Issuer and the Guarantor and no other person. Investors are relying upon the creditworthiness of the Issuer and the Guarantor and have no rights under the ELIs against the Company. The Guarantor's long term credit ratings are A+ by Standard and Poor's Ratings Group, AA- by Fitch IBCA Ltd, and Aa3 by Moody's Investors Service. The Issuer and Guarantor have undertaken to make documents containing details of the ELIs and financial and other information on the Issuer and Guarantor available for inspection by holders of the ELIs during the period that any structured products issued by the Issuer are listed on the Stock Exchange. The documents available for inspection are a copy of the Base Listing Document dated 26th April, 2002, together with any addenda or successor document to the Base Listing Document (both the English version and the Chinese translation) and the Supplemental Listing Document to be dated on or before 2nd December, 2002 (both the English version and the Chinese translation). These documents will be available for inspection at the office of Computershare Hong Kong Investor Services Limited, which is presently at Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong. Information on the KBC Financial Products Group and the Guarantor can also be found on website www.kbcfp.com and www.kbc.be respectively.