Tallinn Stock Exchange            Announcement             11.02.2005



Cash offer to Hansapank shareholders



FöreningsSparbanken AB intends to make a cash offer of 

EUR 11.00 per share in AS Hansapank (the “Offer”) 



FöreningsSparbanken AB (“FöreningsSparbanken”) offers EUR 11.00 in cash for 

each share in AS Hansapank (“Hansabank”), not already owned by 

FöreningsSparbanken.



The Offer represents a premium of 16.0 per cent compared to the three months 

average closing price for the Hansabank share and a premium of 4.7 per cent 

compared to the closing price on 10 February 2005.



FöreningsSparbanken currently owns 59.71 per cent of the total number of 

shares of Hansabank.



The Offer contains a condition of an acceptance level of the Offer amounting 

to at least ninety five per cent (95%) of the total number of shares in 

Hansabank and certain other customary conditions. 



“The acquisition of the remaining Hansabank shares is the natural step in 

our journey to become the leading bank in the Nordic-Baltic region. 

Hansabank has a unique position, with strong market shares, and will make an 

excellent platform for FöreningsSparbanken’s further growth in the Baltic 

countries and beyond“, says Carl Eric Stålberg, Executive Chairman of 

FöreningsSparbanken.



The total value of the Offer amounts to approximately EUR 1,407 million.



Hansabank is listed on the Tallinn Stock Exchange.



The formal Offer will be made public through a notice and prospectus, which 

are subject to approval by the Estonian Financial Supervision Authority 

(FSA). Such approval is expected to be obtained on or about 25 February 

2005. 





For further information, please contact:

Carl Eric Stålberg, Executive Chairman, FöreningsSparbanken,

phone +46 8 58 59 12 96

Jan Lidén, President and CEO, FöreningsSparbanken, 

phone +46 8 58 59 22 27

Henrik Kolga, Head of Corporate Communications, FöreningsSparbanken

phone +46 708 11 13 15

Jonas Blomberg, Head of Investor Relation, FöreningsSparbanken, 

Phone +46 702 65 01 33

Background and reasons for the Offer



FöreningsSparbanken’s strategic focus



FöreningsSparbanken’s main strategic focus is to become the leading bank in 

the Nordic-Baltic region with a strong local presence in each home market, 

signified by universal banking, a significant market share, and 100 per cent 

ownership if possible. 



FöreningsSparbanken envisages to further increase its presence in the new 

home markets Estonia, Latvia and Lithuania as well as in its current home 

market Sweden. FöreningsSparbanken is convinced of the considerable benefits 

for both customers and shareholders in pursuing such a Nordic-Baltic 

regional strategy. 



In addition to FöreningsSparbanken’s home markets, and as part of the 

international strategy, FöreningsSparbanken has significant operations in 

the Nordic countries where select products and services are offered to 

target customer segments, either directly or through partly owned companies.



FöreningsSparbanken’s international strategy is based on three pillars:



? Acquisitions of universal banks (100 per cent ownership if possible).



? Expansion in selected product areas where economies of scale or cross-

border customer value can be realized or additional distribution channels 

can be added.



Organic growth in major Nordic cities.



FöreningsSparbanken’s reasons for the Offer



Hansabank – A cornerstone of FöreningsSparbanken’s strategy



Hansabank is an important part of the FöreningsSparbanken group, both 

strategically and financially. Estonia, Latvia and Lithuania are considered 

as home markets to FöreningsSparbanken and key countries in the 

international strategy. Therefore, the acquisition is consistent with 

FöreningsSparbanken’s strategy outlined above and constitutes a cornerstone 

of its objective to be the leading Nordic-Baltic bank with a strong presence 

in the Swedish and the new Baltic home markets. FöreningsSparbanken believes 

that the dynamic economies of Estonia, Latvia and Lithuania, their entry 

into the European Union last year, the increasing stability of the region as 

well as their future adoption of the euro are all factors that make the 

acquisition a logical strategic step.





A strong platform for investments into future growth



Hansabank is the leading bank in the Baltic countries, with a strong brand 

recognition and significant market shares in retail banking, corporate 

banking and asset management. Together with FöreningsSparbanken’s financial 

resources, it is envisaged that Hansabank will be an optimal platform for 

further growth in the Baltic countries and allows the pursuit of additional 

opportunities in neighboring countries, including Russia. 

FöreningsSparbanken expects Hansabank to be a significant contributor to 

profit and growth going forward.



Closer cooperation to generate synergies 



FöreningsSparbanken believes it can increasingly add value to the operations 

of Hansabank as the Baltic economies and markets for financial services 

continue to grow and become more integrated with the Nordic markets. 

FöreningsSparbanken also believes that increased sharing of knowledge and 

best practice with Hansabank could lead to further improvements of the 

Swedish operations. On an operational level, a closer cooperation should 

enable the realization of synergies. Such synergies could include cost 

savings relating to funding, IT-development, product development and 

reallocate resources to those units with the highest productivity. Revenue 

synergies are expected to be generated by using FöreningsSparbanken’s 

product platform to satisfy the increasing requirements of an expanding 

client base. These synergies are expected to be limited in the near term but 

should grow with the increasing integration of the Nordic and Baltic 

economies.



Intentions of FöreningsSparbanken concerning Hansabank



Limited structural changes



In accordance with FöreningsSparbanken’s principles for governance and 

organization, FöreningsSparbanken will continue to strengthen local 

operations and decision-making capabilities in the Estonian, Latvian and 

Lithuanian home markets. The Offer is expected to have no substantial 

structural changes for Hansabank or FöreningsSparbanken employees. 

FöreningsSparbanken will continue to optimize the group’s resource capacity 

and with Hansabank as a platform for future growth, further investments are 

envisaged in these markets.



Execution of squeeze-out



If, following the Offer, FöreningsSparbanken will hold at least 95 per cent 

of the shares of Hansabank, FöreningsSparbanken intends to exercise the 

right to take over the remaining minority shares of Hansabank in accordance 

with Estonian law.





Delisting



Depending on the remaining free float and trading volume of the shares of 

Hansabank following completion of the Offer, the shares of Hansabank may be 

delisted from the Tallinn Stock Exchange.



Main terms and conditions of the Offer



In accordance with Estonian law, FöreningsSparbanken will submit a notice of 

the Offer and a prospectus to the FSA for approval. Under Estonian law, the 

FSA shall decide on the approval of the notice and the prospectus within 15 

calendar days as of the receipt of the documents. The notice and the 

prospectus will be published following approval by the FSA. Such approval is 

expected to be obtained on or about 25 February 2005.



The notice and the prospectus to be submitted to the FSA will contain the 

following main terms and conditions:



? FöreningsSparbanken offers EUR 11.00 in cash for each share in Hansabank 

not already owned by FöreningsSparbanken.



? Completion of the Offer is conditional upon that shareholders of Hansabank 

give acceptances to the Offer to such an extent that FöreningsSparbanken 

will hold at least ninety five per cent (95%) of all shares of Hansabank and 

that certain other customary conditions are fulfilled. FöreningsSparbanken 

shall have the right to waive one or more of the conditions, however, not 

later than on the 10th calendar day before the expiry of the offer period.



As of today, FöreningsSparbanken is the beneficial owner of 189,504,712 

shares of Hansabank, representing 59.71 per cent of the total number of 

shares of Hansabank.



Pursuant to the rules in the Swedish Banking and Financing Operations Act, 

FöreningsSparbanken has on 31 January 2005 submitted an application to the 

Swedish Financial Supervisory Authority for approval to acquire all shares 

in Hansabank not already owned by FöreningsSparbanken.



Considerations for Hansabank’s shareholders



The purchase price represents a premium of 4.7 per cent to the closing price 

on 10 February 2005 and a premium of 16.0 per cent to the last three months 

average closing price for the Hansabank share. FöreningsSparbanken considers 

the purchase price to represent a substantial premium, compared to 

Hansabank’s average share price during the previous months.



The liquidity in Hansabank’s shares has historically been limited 

(especially compared with Nordic and other European financial institutions) 

and as such the Offer is an opportunity for holders of the share to monetize 

their current holdings.





Pro forma impact on FöreningsSparbanken



The pro forma impact of the transaction, based on external forecasts , is 

financially attractive. Cash EPS is calculated to increase with 5.8% in 2005 

and 8.4% in 2006. EPS is calculated to increase with 0.9% in 2005 and 2.3% 

in 2006. Return on equity is calculated to increase with 14 bps in 2005 and 

37 bps in 2006.



Indicative Offer timetable 



Date  	Event

28 February 2005	Notice and prospectus made public 

1 March 2005 – 4 April 2005	Offer period

7 April 2005	Publication of results

11 April 2005	Settlement 



Advisors



FöreningsSparbanken has retained Morgan Stanley and Swedbank Markets as 

financial advisors in connection with the Offer.



Press conference



A press and analyst presentation will be held on 11 February 2005 at 09.00 

CET at FöreningsSparbanken’s head office, Brunkebergstorg 8 in Stockholm. 

(Please note NEW TIME!)



Conference call and webcast for analysts and investors in English at 15.00 

CET, 11 February 2005



Mr Jan Lidén, CEO and President, will present the full-year report for 2004 

and the Offer, followed by a Q&A session. The webcast will be broadcast on 

<a href='http://www.fsb.se/ir.' target='_blank'>http://www.fsb.se/ir.</a> A recording will be available after the presentation.



To attend the presentation by telephone, call our conference call operator 

Genesys on

+44 (0) 20 7162 0186 ten minutes prior to the start of the call. An audio 

recording will be available for three days following the event. For access 

to this, dial +44 (0) 20 7031 4064 and enter access code 645 403.



Information about Hansabank



Hansabank is a universal bank, providing together with its subsidiaries a 

wide range of services ranging from retail banking and corporate financing 

to life assurance, leasing and investment banking. 



The Hansabank group is currently active in all three Baltic markets and has 

a market share of approximately one third of the total market in the region. 

As of June 2004, the Hansabank group had the largest market share for 

deposits and loans in the region. Selected niche segments are also served in 

Russia. 



Hansabank’s preliminary year-end report for 2004 has been made public as of 

today. The press release announcing the result is available at Hansabanks’s 

website (www.hansagroup.com).



Information about FöreningsSparbanken



FöreningsSparbanken, internationally known as Swedbank, is together with its 

consolidated subsidiaries one of the largest banking groups in Sweden, the 

Baltic and the Nordic countries. 



FöreningsSparbanken is a universal bank, with activities in all business 

segments ranging from traditional retail banking to corporate and investment 

banking and asset management. FöreningsSparbanken’s vision is to be the 

leading bank in the Nordic-Baltic region.



The group’s core business is retail banking and the customer base consists 

of private individuals, small and medium sized companies, municipalities and 

large corporations. As at year-end 2004, the group had approximately 4.1 

million retail customers in Sweden. In addition, the group has access to 

another 1.7 million retail customers through cooperating independent savings 

banks and partly owned banks. The group’s customer base represents almost 

two thirds of the Swedish population and also includes approximately 230,000 

corporate customers and another 115,000 corporate customers through the 

independent savings banks and partly owned banks.



The FöreningsSparbanken group has a very strong market position in Sweden. 

It has leading retail market shares in household deposits, mutual funds, 

mortgage lending and issuing of bank cards and acquiring of bank card 

transactions. In the corporate market, the group’s market share varies 

between approximately 15 and 25 per cent in deposits, lending and 

installment financing and leasing. 



The FöreningsSparbanken group’s Swedish branch network of just below 500 

branches is the largest banking network in Sweden, with an extensive nation-

wide coverage. The group’s products and services are also distributed 

through the almost 300 branches of the cooperating independent savings banks 

and partly owned banks. Outside Sweden, the group has an extensive branch 

network in the Baltic countries through its local subsidiary Hansabank.



FöreningsSparbanken is listed on the Stockholm Stock Exchange. As of 10 

February 2005, FöreningsSparbanken’s market capitalization was approximately 

SEK 87 billion.