EESTI ÜHISPANK

ANNOUNCEMENT

18.11.98

 

 

NOTICE OF EXTRAORDINARY GENERAL MEETING

 

Notice  is  hereby  given  that  the  Extraordinary General Meeting of

shareholders of AS  Eesti Ühispank will  convene on 26  November 1998,

at 4 p.m.,  in Sakala Centre,  at 12 Rävala  Avenue, Tallinn, Estonia.

The registration of participants is to start at 3 p.m.

 

Agenda

 

1. Report on the performance of AS Eesti Ühispank in 1998

 

2. Increase of share capital

 

As there is a  need to enlarge the  owner's equity, the share  capital

will be increased by the issue of 22,000,000 (twenty-two million)  new

registered  ordinary  shares,  each  with  the  face  value  of EEK10.

Subsequently  the  share  capital  of  AS  Eesti  Ühispank  will reach

EEK731,514,420  and  is  divided  into  73,151,442 registered ordinary

shares.

 

This  issue  is  for  private  placement  with  Skandinaviska Enskilda

Banken (SEB) and the International Finance Corporation (IFC).  SEB  is

issued 15,000,000 new shares. On December 3, 1998 SEB is to  subscribe

and remunerate for the shares.

 

The IFC  is issued  7,000,000 shares  and it  is entitled to subscribe

and remunerate for the shares within six months of decision passed  by

the General Meeting of shareholders.

 

The rights attached to the  issued shares are equal with  other shares

of  Eesti  Ühispank  listed  on  the  stock  exchange, including their

eligibility  for  the  dividend  declared  in  respect  of  the   1998

financial year.

 

3. Waiving pre-emption

 

The Management Board of Eesti Ühispank moves to waive the  pre-emptive

rights of the Bank's shareholders  in the subscription for the  issued

shares.

 

4. Amendments in the Articles of Association

 

5. Discharge of the Supervisory Board members and the election of new 

members

 

The shareholders entitled to take part in the General Meeting have  to

be entered in the Share Register as at 8 a.m., on 26 November 1998.

 

In order to register for the General Meeting we would ask the 

participants

* private persons to present their IDs, their proxies 

  should in addition present their authorisations;

* representatives of legal persons to present their IDs and the 

  Commercial Register card, authorised representatives should present

  in addition an authorisation by the management body.

 

 

 

Management Board of AS Eesti Ühispank