OPTIVA PANK

ANNOUNCEMENT



TARGET COMPANY'S OPINION ON TAKE-OVER BID



The current opinion is compiled in accordance with the Tallinn Stock 

Exchange Rules for Take-over Bids (chapter 6.1).



AS Optiva Pank (hereinafter "Target Company") is of the opinion that:



1. Members of the Target Company's Management and Supervisory Boards 

do not have any contracts and other connections with the offeror;



2. Members of the Target Company's Management and Supervisory Boards 

were not elected or appointed by the offeror or upon the offeror's 

proposition;



3. There is no conflict of interests between the members of the 

Target Company's Supervisory Board and Management Board concerning 

the take-over bid, thus the Target Company has had no grounds to 

apply methods for minimizing possible conflicts resulting from the 

conflict of interests;



4. The influence of the takeover bid on the Target Company's 

activities is positive, since the Target Company will be 100% owned 

by Sampo-Leonia group as a result of the take-over. This will have a 

positive effect on the Target Company's international ratings and 

improve substantially its financing possibilities, thus having a 

positive effect on the Target Company's financial and economic 

results. Sampo-Leonia group has clearly expressed its wish to expand 

its activities in the Baltic countries, having currently 40% share in 

the Estonian damage insurance market. The importance of personnel 

increases continuously, since the company's financial and economic 

results are highly dependent on the personnel resources. Being 

employed by a member bank of Sampo-Leonia group provides workers the 

opportunities to enhance their qualification through training and 

schooling possibilities in an international banking-insurance 

concern.



5. According to the opinion of the independent members of the 

Supervisory Board (Andres Järving, Pirkko Juntti, Gunnar Kraft, Aare 

Tark, Peter Yngwe), as stipulated in §5.7 of chapter "Listing Rules" 

of Tallinn Stock Exchange Rules and Regulations, the effect of the 

take-over bid on the Target Company's interests and for its employees 

is positive, as the Target Company will become a member in an 

international banking-insurance concern after the take-over is 

completed. This enables the Target Company to benefit from offeror's 

experience as banking-insurance concern and to develop cross-

marketing of banking and insurance services on the Estonian market. 

On one hand it will secure the Target Company's market position; on 

the other hand it will expand the Target Company's product line and 

improve the quality of Target Company's products.



6. Members of the Target Company's Supervisory Board and Management 

Board intend to accept the take-over bid;



7. There are no agreements between the members of Target Company's 

Supervisory Board and Management Board, which end with, or the 

condition of which for paying a compensation to the members of the 

Supervisory or the Management Board, is making the take-over bid for 

the securities of the Target Company.



AS Optiva Pank





Härmo Värk          			Priit Perens

Chairman of Management Board		Member of Management Board





Ruth Laidvee

Market Communications Director

+372 63 02 105