The  extraordinary  general  meeting  of  shareholders  of AS Hansapank

convened today, on December 15th, resolved:

1.  To  increase the share capital by 52,199,840 (fifty two million one

hundred  and  ninety  nine  thousand  eight  hundred  and forty) kroons

through  the  issuance  of  5,219,984  (five  million  two  hundred and

nineteen  thousand  nine hundred and eighty four) new registered common

shares  -  class  B with the par value of 10 (ten) kroons. The issue of

the   new   shares   shall   be  directed  to  the  European  Bank  for

Reconstruction  and  Development  ("EBRD")  The  issue price of a share

shall  be  53.64 kroons (fifty three kroons and sixty four sents), thus

including a premium of

43.64  kroons (forty three kroons and sixty four sents). The new amount

of  the  share  capital  shall be 787,644,340 (seven hundred and eighty

seven  million  six  hundred  and forty four thousand three hundred and

forty) kroons.

To  waive the pre-emptive right of shareholders to subscribe for shares

issued pursuant to this resolution.

The  subscription  period shall be from 16 December through 17 December

1998.

The  subscription  shall  be  made  at  the  registered  address  of AS

Hansapank, Liivalaia 8, Tallinn.

The  new  shares shall be fully paid upon subscription by cash transfer

to account no. 227000000016 with Hansapank.

The  new  shares shall entitle EBRD to dividends for the financial year

of 1998

and onwards.

2.  To accept the resignation of Mr Bengt Dennis and to recall Mr Bengt

Dennis from the Council. The Council shall have

9 (nine) members.