Hansapank                     NEWS RELEASE                      04/08/2002



DECISIONS OF THE ANNUAL GENERAL MEETING



The  2002 Annual General Meeting of Shareholders held on 8 April 2002,

decided:



1. ANNUAL REPORT OF FINANCIAL YEAR 2001



To approve the Annual Report of 2001, which comprises of the annual

accounts, activity report, conclusion of the auditor and the proposal

for the distribution of profits, as follows:



The net income for 2001 in the amount of 1,756,166,060 (one billion

seven hundred and fifty six million one hundred and sixty six thousand

and sixty) kroons (112,239,181 euros) will be distributed together

with the retained earnings from the previous periods in the amount of

1,829,912,593 (one billion eight hundred and twenty nine million nine

hundred and twelve thousand five hundred and ninety three) kroons

(116,952,432 euros).



To distribute the total of 3,586,078,653 (three billion five hundred

and eighty six million seventy eight thousand six hundred and fifty

three) kroons (229,191,613 euros) as follows:



- to pay 315,428,436 (three hundred and fifteen million four hundred

and twenty eight thousand four hundred and thirty six) kroons

(20,159,500 euros) as dividends to the shareholders (4.00 kroons per

share);



- to allocate 92,675 (ninety two thousand six hundred and seventy

five) kroons (5,923  euros) to the reserve capital; and



- to retain 3,270,557,542 (three billion two hundred and seventy

milllion five hundred and fifty seven thousand five hundred and forty

two) kroons (209,026,190 euros) undistributed. The retained earnings

are subject to deduction by income tax calculated on the basis of

shareholder structure on the day the list of shareholders entitled to

dividend is fixed.



The date of closing the list of shareholders entitled to receive

dividend shall be 23 April 2002 at 8:00 a.m. The dividend shall be

paid out on 30 April 2002.



2. AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF AS HANSAPANK



2.1 To amend and supplement the Articles of Association as follows:



2.1.1 To supplement Article 10 (1) of the Articles of Association by

adding a phrase in the following wording:

“The share capital may also be increased by conversion of convertible

bonds into shares of stock or by set-off of monetary claims under

subordinated debt agreements against the issuing price of shares.ö



2.1.2 To amend Article 11 (1) of the Articles of Association and

establish it as follows:

“(1) The share capital may be reduced, in accordance with the

requirements of law, by cancelling of shares or reduction of the

nominal value of shares.ö



2.1.3 To amend Article 21 (2) of the Articles of Association and

establish it as follows:

“(2) The members of the Council shall be elected and recalled by the

General Meeting. The members of the Council shall be elected for a

period of time between two annual General Meetings.ö



2.1.4 To supplement Article 23 (4) of the Articles of Association

after the words “shall send a draft resolution to all members of the

Council by faxö with the words “or by electronic mail and establish

this Article as follows:

“(4) The Council is entitled to adopt resolutions without convening a

meeting. The Chairman of the Council shall send a draft resolution to

all members of the Council by fax or by electronic mail, specifying

the term during which the members of the Council must reply to it.

Failure of the member to reply within the specified term shall be

deemed as a negative vote. The Management Board shall inform all

members of the Council immediately about the results of the voting in

writing.ö



2.1.5 To amend Article 25 (1) of the Articles of Association and

establish it as follows:

“(1) The members, Chairman and Vice-Chairman of the Management Board

shall be elected by the Council for a term of three (3) years. The

Management Board shall consist of at least six (6), but not more than

twelve (12) members.ö



2.1.5 To amend Article 25 (2) of the Articles of Association and

establish it as follows:

“(2) The Vice-Chairman of the Management Board shall substitute the

Chairman in his the absence of the latter.ö



2.1.7 To amend Article 29 of the Articles of Association and establish

it as follows:

“29. Internal Audit

(1) The purpose of Internal Audit is to provide the governing bodies

of the Bank with adequate information on issues pertaining to its

operation and condition in order to improve the effectiveness and

efficiency of the Bank’s system of internal control. The Internal

Audit shall achieve this purpose by continuously monitoring and

evaluating the measures of internal control, and the work of the

management and employees of the Bank, by effectively detecting

shortcomings and errors in the operations of the Bank, and by

notifying the governing bodies of the Bank thereof.



(2) The Internal Audit shall act in accordance with valid legislative

acts, including the relevant acts of the Bank of Estonia, these

Articles of Association, resolutions adopted by the General Meeting

and the Council of the Bank, the By-Laws of Internal Audit and sound

banking principles.



(3) The employees of the Internal Audit shall have the right to review

all documents of the Bank, monitor, without restrictions, the

operations of the Bank in all fields, also to attend the meetings of

the Management Board and of the committees that have been established

on the basis of these Articles of Association, and demand that the

documents regulating the operations of the Bank and the work of its

employees be in conformity with the valid legislative acts.



(4) The Council shall appoint and recall the head of Internal Audit

and his deputy.



(5) The Internal Audit shall report on Bank’s operations and on audit

results directly to the Council, the Audit Committee of the Council

and Management Board.ö



2.2 To approve the revised Articles of Association



3. RE-ELECTION OF THE MEMBERS OF THE COUNCIL



3.1 To recall all members of the Council:

Anders Folke Sahlén, Annika Wijkström, Staffan Crona, Lars-Erik Kvist,

Lennart Lundberg, Tiina Mõis, Gunnar Okk, Meelis Milder and Endel

Siff.



3.2 To re-elect the members of the Council as follows:

Anders Folke Sahlén, Annika Wijkström, Staffan Crona, Lars-Erik Kvist,

Lennart Lundberg, Tiina Mõis, Gunnar Okk, Meelis Milder and Endel

Siff.



4. ACQUISITION OF OWN SHARES



4.1 In accordance with the requirements of law, to allow the

acquisition of bank’s own shares.





Mart Tõevere

Head of investor relations

+372 6131 569