AS EESTI FOREKSPANK

ANNOUNCEMENT

16.11.98

 

 

DECISIONS OF THE GENERAL MEETING OF SHAREHOLDERS OF EESTI FOREKSPANK

 

On 15.11.98 took place an extraordinary general meeting of shareholders of AS Eesti 

Forekspank. The meeting was attended by 24 shareholders and their representatives, 

who represented a total of 15 114 991 votes, or 85,792% of all the votes determined 

with the shares of AS Eesti Forekspank.

 

The general meeting of shareholders passed the following resolutions:

 

1. To approve the merger contract concluded by AS Eesti Forekspank and AS Eesti 

Investeerimispank on September 30, 1998.

 

For: 99.99%, against: 0,001, did not vote: 0,001% of the registered votes.

 

2. Change the statutes of AS Eesti Forekspank and validate the new statutes in the added 

wording.

 

For: 99,99%, against: 0,001% of the registered votes.

 

3.1. Recall the members of AS Eesti Forekspank Management Board Arvo Heinmaa, Argo Pakkas, 

Kristi Puskai, Rein Usin and Jüri Vips.

 

For: 100% of the registered votes.

 

3.2. Recall the members of AS Eesti Forekspank Supervisory Board Peeter Luik and Peter 

Wild, and to consider their proxies expired after the registration of the statutes accepted 

on the present general meeting in the Business Register.

 

For: 100% of the registered votes.

 

3.3. Vote the following people to the AS Eesti Forekspank Supervisory Board:

Pirkko Juntti (personal code 140245-644T), Andres Järving (personal code 36007030212), 

Gunnar Kraft (personal code 36403160286), Aare Tark (personal code 35904040229) 

and Peter Yngwe (personal code 570226-6213).

 

For: 99,978%, against: 0,022% of the registered votes.

 

4. In relation with the merger of AS Eesti Forekspank and AS Eesti Investeerimispank, 

and in order to replace the shares of AS Eesti Investeerimispank with the shares of 

AS Eesti Forekspank in accordance with conditions of merger contract concluded between 

AS Eesti Forekspank and AS Eesti Investeerimispank on September 30, 1998, ("Merger

contract"), and based on § 298 section 1 article 2 of the Commercial Law, the 

extraordinary general meeting of AS Eesti Forekspank shareholders decided:

 

(i) To increase the share capital by two hundred thirty six million three hundred seventy 

six thousand nine hundred sixty (236 376 960) EEK, for which to issue and offer to the

shareholders of AS Eesti Investeerimispank twenty three million six hundred thirty seven

thousand six hundred ninety six (23 637 696) AS Eesti Forekspank nominal ordinary shares

with the par value of 10 EEK ("Shares"), in total of two hundred thirty six million 

three hundred seventy six thousand nine hundred sixty (236 376 960) EEK.

 

(ii) Based on the law, the statutes of AS Eesti Forekspank, and the Merger contract,

a Share will give its owner the rights and obligations coming from the ownership of

the AS Eesti Forekspank nominal ordinary share, which are specified in a law and the statutes 

of AS Eesti Forekspank.

 

(iii) There is no share premium since the Shares will be issued in the course of the 

merger of two credit institutions. The substitution relationship with regard to the 

AS Eesti Investeerimispank share is determined in the Merger contract.

 

(iv) At the moment of replacement, the shares of AS Eesti Investeerimispank will be 

replaced with the Shares in accordance with the provisions of law, the rules of the 

Estonian Central Depository for Securities, and the Merger contract. The replacement 

will take place for all the shareholders of AS Eesti Investeerimispank.

 

(v) Concerning the replacement of shares in the course of merger of two credit 

institutions, the replacement named in the article (iv) of the present decision 

will be considered as the time of subscription and payment.

 

(vi) In order to organize the replacement, the Management Board of AS Eesti Forekspank

will announce it immediately after the notification of the registration of the merger 

in the respective Business Register to the Estonian Central Depository for Securities.

Within the bounds of possibility, to organize the transfer of the Shares taking place 

in the course of replacement to the security account of the shareholders named in the 

article (iv) of the present decision, by the fifth workday at the latest after the 

announcement to the Estonian Central Depository for Securities.

 

(vii) Confirm that the Shares will give equal rights with the AS Eesti Forekspank shares

which are already listed on the Tallinn Stock Exchange, including an equal right with the 

AS Eesti Forekspank shares already listed on the Tallinn Stock Exchange to receive 

dividends on the dividend payment following the issuance. The Shares to be issued give a 

right for the dividends during the present economic year, which started on January 1, 1998.

 

(viii) In accordance with the § 422 section 1 of the Commercial Law, the shareholders of

AS Eesti Forekspank do not have and will not have the privilege on subscription and 

acquisition of the shares.

 

For: 99,99%, against: 0,001%, neutral: 0,004% of the registered votes.

 

 

Ranno Pajuri

Director of the Market Communications

Eesti Forekspank

Tel. +372 6302 105