AS EESTI ÜHISPANK

ANNOUNCEMENT

27.11.98

 

 

RESOLUTIONS OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

 

AS Eesti Uhispank

Extraordinary General Meeting of Shareholders

Resolution No. 1

Tallinn

26 November 1998

 

Pursuant to  298.1.1 of the Commercial Code, the Extraordinary

General Meeting of Shareholders of AS Eesti Uhispank

 

has passed the resolution:

 

To approve the following amendments in the Articles of Association of

AS Eesti Uhispank:

 

1. Amend  7.2 in the following way:

'In cases provided by law the consideration may be non-monetary.'

 

2. Amend  10.1 in the following way:

 

'In cases provided by law the consideration may be non-monetary.   The

Management  Board  or  its  authorised  representative  evaluates  the

non-monetary consideration based on the  usual value of this thing  or

right. The  valuation of  the non-monetary  consideration is monitored

by an auditor in compliance with law.'

 

3. In  20.1 substitute the words 'at least one half' for words 'more

than half'

 

4. In  22 substitute the words 'at least one half' for words 'more

than half'

 

5. Amend  24.2 and word it in the following way:

 

'A member of the Supervisory Board  is elected for the term of  office

that starts on the following day after his election decision has  been

passed and  ends on  the day  of the  next regular  General Meeting of

Shareholders.'

 

Total represented: 28765783 votes,

                        183 shareholders/representatives,

 

Voted for:        28166043 votes,

                       166 shareholders/representatives,

                    97,915 % of registred votes.

 

Negative vote:          80 votes,

                         2 shareholders/representatives,

                     0,000 % of registred votes.

 

Unbiased:              207 votes,

                         2 shareholders/representatives,

                     0,001 % of registred votes.

 

Didn't vote:        599453 votes,

                        13 shareholders/representatives,

                     2,084 % of registred votes.

 

AS Eesti Uhispank

Extraordinary General Meeting of Shareholders

Resolution No. 2

Tallinn

26 November 1998

 

Due to the  need to increase  the share capital  of AS Eesti  Uhispank

and based on  the provisions of   298.1.2 of  the Commercial Code  as

well as  10. 2 and   21.1.2 of the Articles of Association of  Eesti

Uhispank,  the  Extraordinary  General  Meeting  of Shareholders of AS

Eesti Uhispank

 

has passed the following resolution:

 

1. To increase the share  capital by EEK 220,000,000 (two  hundred and

twenty million) and  issue 22,000,000 (twenty-two  million) registered

ordinary shares of AS  Eesti Uhispank, with the  face value of EEK  10

(hereinafter  referred  to  as  the  Share),  for free transfer on the

secondary  market  and  direct  the  issue  to  investors according to

Clause 1.1 and 1.2. hereof.

 

As a result of the issue the share capital of AS Eesti Uhispank  grows

up  to  EEK  731,514,420  (seven  hundred  and thirty-one million five

hundred  and  fourteen  thousand  four  hundred and twenty). The issue

(the issue price of shares) amounts to EEK 859,000,000 (eight  hundred

and fifty- eight million).

 

1.1. To  issue 15,000,000  (fifteen million)  Shares to  Skandinaviska

Enskilda Banken AB,  at the total  face value of  EEK 150,000,000 (one

hundred and fifty million).

 

1.1.1. To issue the Shares to Skandinaviska Enskilda Banken AB at  the

price of EEK 40  (forty) per share, i.e.  the share premium is  EEK 30

(thirty), and  the total  share premium  amounts to   EEK  450,000,000

(four hundred and fifty million).

 

1.1.2.  Skandinaviska  Enskilda  Banken  AB  is  to  subscribe for the

Shares on  December 3,  1998. The  subscription and  remuneration take

place  simultaneously.  Skandinaviska  Enskilda  Banken AB remunerates

for the Shares in the full  amount (the nominal value of a  Share plus

share premium) by  a monetary consideration  paid into the  account of

AS Eesti Uhispank at Merita Bank.

 

1.2. To issue  7,000,000 (seven million)  Shares to the  International

Finance  Corporation,  at  the  total  face  value  of  EEK 70,000,000

(seventy million).

 

1.2.1. The Shares are issued to the International Finance  Corporation

at  the  price  of  EEK  37  (thirty-seven)  per share, i.e. the share

premium  is  EEK  27  (twenty-  seven)  per share, and the total share

premium  amounts   EEK  189,000,000   (one  hundred   and  eighty-nine

million).

 

1.2.2. The International Finance Corporation is entitled to  subscribe

and  remunerate  for  the  Shares  within  six month upon passing this

Resolution. The consideration is  non-monetary settling of a  monetary

claim.

 

2. To transfer the Shares to the Securities Accounts of  Skandinaviska

Enskilda Banken  AB and  International Finance  Corporation after  the

increase  in  share  capital  has  been  entered  with  the Commercial

Register.

 

3.  To  confirm  that  the  Share  grants  its  holder  the rights and

obligations attached to the registered ordinary shares as provided  by

law and the  Articles of Association  of AS Eesti  Uhispank, specified

by legislation and the Articles of Association of AS Eesti Uhispank.

 

4. To  confirm that  the Shares  grant equal  rights with the existing

shares  of  AS  Eesti  Uhispank  of  the  same  class, including equal

eligibility for the  dividend declared after  the Resolution has  been

passed  in  respect  of  similar  class  of  share listed in the stock

exchange. The issued  Shares are eligible  for the distribution  of AS

Eesti Uhispank's profit for the financial year begun 1 January 1998.

 

5. To confirm  that due to  the direct placement  of the issue,  there

will be no oversubscription  of Shares. In case  of undersubscription,

the Management Board is entitled to resort to  347 of the  Commercial

Code and to the respective  provisions of other legal acts,  including

the right to withdraw authorisation  of the shares not subscribed  for

during the due subscription period.

 

Total represented: 28765783 votes,

                        183 shareholders/representatives,

 

Voted for:         28763453 votes,

                        178 shareholders/representatives,

                     99,992 % of registred votes.

 

Negative vote:           80 votes,

                          2 shareholders/representatives,

                      0,000 % of registred votes.

 

Unbiased:                 0 votes,

                          0 shareholders/representatives,

                          0 % of registred votes.

 

Didn't vote:           2250 votes,

                          3 shareholders/representatives,

                      0,008 % of registred votes.

 

AS Eesti Uhispank

Extraordinary General Meeting of Shareholders

Resolution No. 3

Tallinn

26 November 1998

 

Pursuant  to    298.1.10  and    345.1.1 of the Commercial Code, the

Extraordinary General Meeting of Shareholders of AS Eesti Uhispank

 

has passed the resolution:

 

1. To waive the pre-emptive  rights of the Bank's shareholders  in the

subscription for  the new  shares directed  to Skandinaviska  Enskilda

Banken AB and the International Finance Corporation on terms  approved

by Resolution 2 of the General Meeting.

 

Total represented: 28765783 votes,

                        183 shareholders/representatives,

 

Voted for:         28763230 votes,

                        175 shareholders/representatives,

                     99,991 % of registred votes.

 

Negative vote:          253 votes,

                          4 shareholders/representatives,

                      0,001 % of registred votes.

 

Unbiased:                 0 votes,

                          0 shareholders/representatives,

                          0 % of registred votes.

 

Didn't vote:           2300 votes,

                          4 shareholders/representatives,

                      0,008 % of registred votes.

 

AS Eesti Uhispank

Extraordinary General Meeting of Shareholders

Resolution No. 4

Tallinn

26 November 1998

 

Pursuant to  298.1.4 of the Commercial Code, the Extraordinary

General Meeting of Shareholders of AS Eesti Uhispank

 

has passed the resolution:

 

1. To discharge members of the Supervisory Board Toomas Tool and 

Juri Schetinin.

 

2. To elect Lars Gustavson and Rutger Blennow as new members of the

Supervisory Board.

 

Appendix: Written confirmation by Lars Gustavson and Rutger Blennow.

 

Toomas Tool:

============

Total represented: 28765783 votes,

                        183 shareholders/representatives,

 

Voted for:         28277870 votes,

                        171 shareholders/representatives,

                     98,304 % of registred votes.

 

Negative vote:          533 votes,

                          3 shareholders/representatives,

                      0,002 % of registred votes.

 

Unbiased:              6310 votes,

                          4 shareholders/representatives,

                      0,022 % of registred votes.

 

Didn't vote:         481070 votes,

                          5 shareholders/representatives,

                      1,672 % of registred votes.

 

Juri Schetinin:

===============

Total represented: 28765783 votes,

                        183 shareholders/representatives,

 

Voted for:         28757123 votes,

                        173 shareholders/representatives,

                     99,970 % of registred votes.

 

Negative vote:          248 votes,

                          3 shareholders/representatives,

                      0,001 % of registred votes.

 

Unbiased:              6142 votes,

                          3 shareholders/representatives,

                      0,021 % of registred votes.

 

Didn't vote:           2270 votes,

                          4 shareholders/representatives,

                      0,008 % of registred votes.

 

Lars Gustavson:

===============

Total represented: 28765783 votes,

                        183 shareholders/representatives,

 

Voted for:         28171087 votes,

                        176 shareholders/representatives,

                     97,933 % of registred votes.

 

Negative vote:            5 votes,

                          1 shareholders/representatives,

                      0,000 % of registred votes.

 

Unbiased:            592441 votes,

                          3 shareholders/representatives,

                      2,060 % of registred votes.

 

Didn't vote:           2250 votes,

                          3 shareholders/representatives,

                      0,008 % of registred votes.

 

Rutger Blennow:

===============

Total represented: 28765783 votes,

                        183 shareholders/representatives,

 

Voted for:         28085986 votes,

                        172 shareholders/representatives,

                     97,637 % of registred votes.

 

Negative vote:          207 votes,

                          2 shareholders/representatives,

                      0,001 % of registred votes.

 

Unbiased:            677320 votes,

                          5 shareholders/representatives,

                      2,355 % of registred votes.

 

Didn't vote:           2270 votes,

                          4 shareholders/representatives,

                      0,008 % of registred votes.

 

Additional information:

Liivia Toomik

Head of Juridical Departement

Tel. +372 6 104 320