In  the  extraordinary  general meeting of shareholders of AS Hansapank

and AS Eesti Hoiupank the following decisions were made:

1)  To  merge  AS  Hansapank  and  AS  Eesti  Hoiupank in a way that AS

Hansapank is the acquiring company and AS Eesti Hoiupank is the company

being  acquired and to approve the Merger Agreement entered into by and

between AS Hansapank and AS Eesti Hoiupank on June 11, 1998;

2)To  increase  the share capital of AS Hansapank in order to carry out

the  merger  in  the amount of 205 920 000 kroons, by issuing of 20 592

000  new  registered  common shares - class B, with the par value of 10

kroons.  The new amount of the share capital is 588 355 600 kroons. The

shares  issued  pursuant to the present resolution shall be transferred

upon merger to the shareholders of AS Eesti Hoiupank in accordance with

the  conditions  of  the Merger Agreement which was entered into by and

between AS Hansapank and AS Eesti Hoiupank on June 11, 1998

to replace the shares of AS Eesti Hoiupank;

3)To  nominate  the  auditor Aivar Kangust from AS Coopers & Lybrand to

carry out one single audit and to review the valuation of the assets to

be  transferred by AS Eesti Hoiupank upon merger and to give an opinion

whether  the transferred assets of AS Eesti Hoiupank are sufficient for

the  increase  of  the share capital of AS Hansapank in accordance with

the provisions of Article 424 of the Commercial Code;

4)To approve the new text of the Articles of Association;

5)  To recall all members of the Supervisory Council and to elect a new

Supervisory  Council with 12 members: Hannes Tamjärv, Tiina Mõis, Bengt

Dennis, Jonathan H.M. Harfield, Joakim Helenius, Lars-Olof Ödlund, Jüri

Käo,  Gunnar  Okk,  Jüri  Raidla,  Meelis Milder, Heldur Meerits, Endel

Siff.