HANSAPANK

ANNOUNCEMENT



PROPOSALS TO THE ANNUAL GENERAL MEETING



The Council of Hansapank has approved the following proposals to be

made to the Annual General Meeting of Shareholders regarding

Hansapank’s employee option programme.



1. To supplement Article 10 of the Articles of Association with

Section 4 as follows:

“The Council is entitled to increase the share capital and resolve on

all issues relating thereto within three years as from approval of

this version of the Articles of Association by the General Meeting.

The Council is entitled to increase the share capital up to eight

hundred and three million three hundred and fourteen thousand three

hundred and forty kroons (EEK 803,314,340).”



2. To waive the Shareholders’ pre-emptive right to subscribe for new

shares which shall be issued by the Council on the basis of a

resolution according to Section 4, Article 10 of the Articles of

Association by direct share issue for exercising the terms and

conditions of call options for the directors and employees of

Hansapank or its subsidiaries with the purpose of motivation and with

a subscription price per share not less than the weighted average

price of the Hansapank’s share at the Tallinn Stock Exchange on the

day prior to the day of determination of the option strike price.



3. To propose the Council to increase the share capital by 15,670,000

(fifteen million six hundred and seventy thousand) kroons with making

supplementary contributions by issuing up to 1,567,000 (one million

five hundred and sixty seven thousand) shares by direct share issue

for exercising the terms and conditions of call options for the

directors and employees of Hansapank or its subsidiaries with the

purpose of motivation and with a subscription price per share not less

than the weighted average price of the Hansapank’s share at the

Tallinn Stock Exchange on the day prior to the day of determination of

the option strike price.





Mart Tõevere

Investor relations

+372 6131 569