JSC  "Hansapanka"  Board  has decided to make the following proposal to

the extraordinary general meeting of shareholders:

1) To increase the share capital by EEK 52,199,840 through the issuance

of

5,219,984  new registered common shares - class B with the par value of

EEK10.The  issue  of  the  new shares shall be directed to the European

Bank for Reconstruction and Development The issue price of a share will

be EEK 53.64 (including a premium of EEK43.64).

The new amount of the share capital will be EEK 787,644,340.

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

shares issued pursuant to this resolution. The subscription period will

be  from December16-17,1998 at the registered address of JSC 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.

3)  To  authorize  the  Board  of  Directors to extend the subscription

period by 15

days from the end of the subscription period.