Extraordinary General Meeting of the Shareholders (EGM) of Banque Cantonale Vaudoise

BCV'S RECAPITALIZATION PLAN IS ON TRACK

1,121 BCV shareholders, with a combined shareholding of 6,557,279 shares or 77.25 % of BCV's share capital, met today in Lausanne, Switzerland, for an EGM, and accepted the motions put forward by the Bank's Board of Directors regarding a reduction in BCV's share capital and the creation of a participation certificate capital.

The par value of the shares will be reduced from CHF 125.- to CHF 62.50, and the amount by which share capital is thus reduced will be booked, in its entirety, to reserves, which will improve the structure of the Bank's shareholders' equity. The reduction in the shares' par value also makes it possible for the Bank to issue the dividend-right participation certificates at an issue price exceeding their par value, which will help to rebalance the relative proportions of capital and reserves in the Bank's shareholders equity. By creating the participation certificate capital BCV will increase its shareholders' equity by CHF 1.25 bn, which will provide the Bank with a very strong financial base. This will allow BCV to play its mandated role as a cornerstone of the economy of Vaud Canton more efficiently, in line with the new strategic approach outlined by the Chairman of the Board, Mr Olivier Steimer. The Canton has in effect guaranteed that the recapitalization will be a success through a commitment to exercise any preferential subscription rights unused by current shareholders or other investors.

The certificates, with a par value of CHF 62.50, will be publicly offered for subscription from February 12th to February 20th, at an issue price of CHF 92.- per certificate, with payment date on 28 February. Their preference dividend entitlement for fiscal 2003, which is contingent upon the Bank's results for the period, has been set at CHF 3.33, or 5.328% of the certificates' par value. As of fiscal 2004, the dividend entitlement will be set based on the annual yield on Swiss government bonds plus 0.7% with a cap set at CHF 4,60.

Lausanne, 5 February 2003