EESTI ÜHISPANK

ANNOUNCEMENT



TARGET COMPANY'S OPINION ON THE TAKE-OVER BID



The  present  opinion  is  composed  pursuant  to  chapter 6.1. of the

Take-over bid rules of Tallinn Stock Exchange.



AS  Eesti  Ühispank  (hereinafter'  the  Target  Company')  is  of the

opinion that:



1. The members  of the supervisory  board and the  management board of

the Target  Company do  not have  any contracts  or other  connections

with  the  offeror,  save  the  Supervisory  Board members Mats Kjaer,

Magnus Carlsson and Petteri  Karttunen are employed by  the commercial

undertakings belonging to the group of the offeror;



2. The members  of the supervisory  board and the  management board of

the Target  Company were  not elected  or appointed  by the offeror or

upon the offeror's proposition,  save Mats Kjaer, Magnus  Carlsson and

Petteri Karttunen were  elected the members  of the supervisory  board

of the Target Company upon the offeror's proposition, and Johan  Lindh

was elected the member of  the management board of the  Target Company

upon the offeror's proposition;



3. The members  of the supervisory  board and the  management board of

the  Target  Company  do  not  have  any  conflict  of  interests   in

connection  with  the  take-over  bid  and  therefore  no  methods for

minimising possible  risks resulting  from the  conflict of  interests

were needed to apply.



4. The influence of the take-over bid on the activities of the  Target

Company  is  beneficial  since  according  to  the offeror, the Target

Company needs additional investments for further optimum  development,

the support and  financing of which  Skandinaviska Enskilda Banken  AB

(hereinafter SEB) is able to offer. Belonging to one owner along  with

the  other  SEB's  Baltic  subsidiaries  Vilniaus  Banka  and Unibanka

creates the  possibility that  all three  Baltic banks  are integrated

into  one  Baltic  group.  They  would  create  an  organisation  with

aggregate assets  amounting to  SEK 25  billion and  a market share of

the Baltic States total of 28 per cent in deposits and 35 per cent  in

loans, placing  the group  clearly ahead  of its  competitors. Such  a

unified organisation  would have  194 branch  offices serving  759,000

retail customers  and 114,000  corporate customers.  SEB has confirmed

that it  recognises the  importance of  retaining the  local identity,

focus  and  market  specialisation  of  the  Target Company. Since the

acquisition of  the holding  in the  Target Company  in November 1998,

the employees of the Target Company have benefited from the fact  that

the  Target  Company  belongs  to  SEB  Group by having access to wide

range  of  professional  training  in  a  variety  of  fields. SEB has

confirmed that it  does not anticipate  any changes in  the employment

relationships with the management or the employees in connection  with

the take-over bid;



5. The  independent members  of the  supervisory board,  as defined in

article 5.7. of  Listing Requirements for  Securities of the  Rules of

Tallinn Stock Exchange, Mart  Avarmaa, Koit Uus, Andres  Lipstok, Aadu

Luukas and Tord  Olofsson consider the  terms of the  take-over bid to

be  fair   and  reasonable   and  consequently   recommend  that   the

shareholders should  accept it.  Pursuant to  the reasoning  of item 4

above, the members  of the supervisory  board are of  the opinion that

the  take-over  is  beneficial  both  to  the  interests of the Target

Company as well as to its employees;



6.  The  members  of  the  supervisory  board and the management board

intend to accept the take-over bid;



7. There are no agreements between the Target Company and the  members

of the supervisory  board or the  management board with  the condition

that the contract ends or the  payment of compensation is made to  the

members of the supervisory board  or the management board in  case the

take-over bid is made for securities of the Target Company.



Eesti Ühispank



Ain Hanschmidt

Chairman of Management Board





Urmas Neetar

head of reporting department

6 656 390