HANSABANK                        RELEASE                         15.03.05



OPINION OF THE SUPERVISORY COUNCIL OF AS HANSAPANK



This opinion is issued by the Supervisory Council of AS Hansapank pursuant to

Article 171 (2) of the Estonian Law on Securities Markets (Väärtpaberituru

seadus) and pursuant to Article 21 of the Rules on Takeover Bids

(Ülevõtmispakkumisreeglid) approved by the Decree of the Minister of Finance of

the Republic of Estonia No 71 of 28 May 2002 in connection with the takeover bid

(the "Offer") made by FöreningsSparbanken AB ("Swedbank") to shareholders of AS

Hansapank (the "Bank").



The Supervisory Council of the Bank hereby delivers the following information and

opinions:



1.    Members of the Supervisory Council and Management Board of the Bank



1.1   The Supervisory Council of the Bank (the "Council") consists of the

following members:



      Mr. Anders Ek (Chairman of the Council)

      Mr. Gunnar Okk (Vice-Chairman of the Council)

      Mrs. Tiina Mõis

      Mr. Lennart Lundberg

      Mr. Endel Siff

      Mr. Robert Charpentier

      Mr. Staffan Crona

      Mr. Anders Sahlen.



The Council notes that Mr. Anders Sahlen, the former Chairman of the Council of

AS Hansapank, submitted his resignation in June 2004 and has since then not

participated in the work of the Council. Therefore, Mr. Sahlen has not

participated in evaluation of the Offer and has not expressed his opinion on the

Offer.



1.2   The Management Board of the Bank (the "Board") consists of the following

members:



Mr. Indrek Neivelt

Mr. Erkki Raasuke

Mr. Priit Põldoja

Mr. Olli Ensio Heinonen

Mr. Aivo Adamson

Mrs. Kristina Siimar

Mrs. Ingrida Bluma

Mr. Ugis Zemturis

Mr. Giedrius Dusevicius

Mr. Druvis Murmanis





2.    Relationships and agreements of Council and Board members with Swedbank



2.1   Mr. Anders Ek, the Chairman of the Council is employed by Swedbank and is a

member of the Executive Management of Swedbank, a member of the Board of

Directors of Swedbank (Luxembourg) S.A. Group and a member of the Board of

Directors of Robur AB, a member of the Swedbank Group.



2.2   Mr. Lennart Lundberg, a member of the Council is employed by Swedbank. Mr.

Lundberg is also the Deputy Chairman of the Council of AB Hansabankas, the

Lithuanian subsidiary of the Bank, a member of the Council of A/S Hansabanka, the

Latvian subsidiary of the Bank and a member of the Council of OAO Kvest Bank, the

Russian subsidiary of the Bank.



2.3   Mr. Robert Charpentier, a member of the Council is employed by Swedbank.

Mr. Charpentier is also a member of the Council of OAO Kvest Bank, the Russian

subsidiary of the Bank.



2.4   Other members of the Council have no agreements or other relationships with

Swedbank.



2.5   No member of the Management Board of the Bank has any agreement or

relationship with Swedbank.





3.    Members of the Council and Board elected by or upon proposal of Swedbank



3.1   All members of the Council were elected upon proposal made by a

representative of Swedbank at the Annual General Meeting of the Bank on 19 April

2004.



3.2   No Board member has been elected or appointed upon proposal of Swedbank.







4.    Conflicts of interest between members of the Council and Board , measures

applied to avoid risks arising from conflicts of interests



4.1   There are no conflicts of interests for members of the Council who are

related to Swedbank.



Messrs. Ek, Lundberg and Charpentier, members of the Council are employees of

Swedbank. In order to avoid conflict of interest between their duties as members

of the Council of the Bank and as employees of Swedbank they were excluded from

preparation of the Offer and strict internal rules have been applied within

Swedbank in order to avoid the disclosure of confidential information related to

the Bank by the referred members of the Council of the Bank to Swedbank and from

Swedbank to the referred members of the Council of the Bank in respect of the

Offer.



4.2   The remaining members of the Council, Mrs. Mõis, Messrs Okk, Siff and Crona

have no conflicts of interest in connection with the Offer and they did not

participate in preparing of the Offer.



4.3   No member of the Board has any conflict of interest in connection with the

Offer. No member of the Board participated in preparing of the Offer.





5.    Information about shares owned by Council and Board members, intent to

accept or reject the offer



5.1   Mrs. Tiina Mõis, a member of the Council, owns 2,081,000 shares of the

Bank. Mrs. Mõis has expressed her intention to not accept the offer at 11 EUR per

share.



5.2   Mr. Endel Siff, a member of the Council, owns 402,484 shares of the Bank.

Mr. Siff has expressed his intention to not accept the offer at 11 EUR per share.



5.3   Mr. Indrek Neivelt, the Chairman of the Board, owns 445,592 shares of the

Bank. Mr. Neivelt has expressed his intention to not accept the offer at 11 EUR

per share.



5.4   Mr. Erkki Raasuke, a member of the Board, owns 53,620 shares of the Bank.

Mr. Raasuke has expressed his intention to not accept the offer at 11 EUR per

share.



5.5   Mr. Priit Põldoja, a member of the Board, owns 10,000 shares of the Bank.

Mr. Põldoja has expressed his intention to not accept the offer at 11 EUR per

share.



5.6   Mr. Olli Ensio Heinonen, a member of the Board, owns 4,000 shares of the

Bank. Mr. Heinonen has expressed his intention to not accept the offer at 11 EUR

per share.



5.7   Mr. Aivo Adamson, a member of the Board, owns 1,100 shares of the Bank. Mr.

Adamson has expressed his intention to not accept the offer at 11 EUR per share.



5.8   Mrs. Kristina Siimar, a member of the Board, owns 19,048 shares of the

Bank. Mrs. Siimar has expressed her intention to not accept the offer at 11 EUR

per share.



5.9   Mrs. Ingrida Bluma, a member of the Board, owns 46,920 shares of the Bank.

Mrs. Bluma has expressed her intention to not accept the offer at 11 EUR per

share.



5.10  Mr. Ugis Zemturis, a member of the Board, owns 5,000 shares of the Bank.

Mr. Zemturis has expressed his intention to not accept the offer at 11 EUR per

share.



5.11  Mr. Giedrius Dusevicius, a member of the Board, owns 1,736 shares of the

Bank. Mr. Dusevicius has expressed his intention to not accept the offer at 11

EUR per share.





6.    Agreements for payment of compensation in case of a takeover bid



No member of the Council or Board has entered into any agreement with the Bank

pursuant to the terms of which compensation is payable to such Council or Board

member by the Bank or by any third person in case of a takeover bid for the

Bank's shares, such as the Offer made by Swedbank.





7.    Advice obtained by the Council from Citigroup



      Citigroup has been engaged by the Supervisory Council of the Bank to advise

on the adequacy, from a financial point of view, of the price of the Offer. On 15

March 2005, Citigroup delivered advice to the Supervisory Council of the Bank to

the effect that, as of that date and based upon and subject to various

assumptions, considerations and limitations provided therewith, its experience as

an investment bank and other factors it deemed relevant, the price of the Offer

was inadequate, from a financial point of view, to the shareholders of the Bank

(other than Swedbank).





8.    Opinion of the Council members related to Swedbank on the Offer



8.1   In the opinion of Messrs Ek, Lundberg and Charpentier Swedbank is a

professionally managed bank with a long experience in the Bank's core business

i.e. retail banking. As an owner Swedbank understands the challenges and

opportunities that the Bank is facing.



The proposed takeover bid will generally enhance the Bank's conditions to be

     continuously successful in the growing markets where it is active. The

    developments in countries and regions bordering the Baltic countries will

probably create opportunities for the future, which could be penetrated more

powerfully by the Bank with the 100 % backing of Swedbank.



The funding of the anticipated growth of the loan portfolio will be crucial for

         the Bank in the future. Both the liquidity and cost of funds situation

would benefit from full ownership by Swedbank, regardless of how the treasury

activities would be organized.



Although no material structural changes are planned for in the Bank, according to

the prospectus, the Bank's cost efficient operations would in the long run gain

from an optimisation of the new Group's resource capacity.



The possibility to share experience and knowledge spontaneously or through

organized career ladders leading in both directions between the banks would be to

the benefit for the staff of the Bank.



With the full support of Swedbank, the Bank will have the capacity to

continuously be in the forefront on an increasingly demanding market. This will

be to the benefit of its customers and, thereby, to the benefit of the economic

development in the Baltic countries.



The proposed takeover transaction is logical from a business point of view and

our assessment is that it will contribute to a further positive development for

the Bank and its staff.



Estonian takeover rules do not require members of the Council to express a view

on the price offered by Swedbank. We believe that it can be argued that the Offer

price is within a fair range. The second largest shareholder, the EBRD, has

expressed that it intends to accept the Offer. However, we recognise the opinion

given by Citigroup and that the Bank's share has traded above the Offer price

after the Offer was published.





9.    Opinion of the independent Council members on the Offer



9.1   The following opinion is issued by the independent members of the Council

of the Bank Mrs. Tiina Mõis, Mr. Endel Siff and Mr. Gunnar Okk pursuant to

Article 171 (2) of the Estonian Law on Securities Markets (Väärtpaberituru

seadus), pursuant to Article 21 of the Rules on Takeover Bids

(Ülevõtmispakkumisreeglid) approved by the Decree of the Minister of Finance of

the Republic of Estonia No 71, and in accordance with the general principles of

the Commercial Code (Äriseadustik).



The Hansabank Group is operating in the fastest growing markets in the European

Union: Estonia, Latvia and Lithuania. The Bank has recently also launched banking

activities in Russia, a market with immense growth potential and speed of

development. The Bank has continuously outperformed competitors in terms of

growth and is deemed as one the most successful banks in Eastern Europe. Several

analysts consider the Bank's management to be the key to success. The main driver

of management motivation and commitment until now has been the ability to execute

independent strategy as a listed company.



Whereas we fully recognize the value adding effect the takeover would yield to

Swedbank, we see no direct benefits that the said transaction would bring to the

Bank. We deem possible synergies between the two banks as minor.



We acknowledge that by combining the assets, the bank may take bigger credit

risks and expand at a greater speed in Russia. In terms of centralized financing,

we see cost saving for Swedbank. For the Bank, on the other hand, centralized

financing may not prove to be more efficient than borrowing from capital markets.

If any, the possible gain is likely to remain within one per cent of the Bank's

revenues today.



In terms of IT, synergies are, at least in the foreseeable future, impossible, as

the IT systems of the two banks have very little in common. It is also doubtful

whether synergies could be found in product development area. The reason for this

is that banking products are developed and offered in response to the needs of

the local market. The developmental phases of the Baltic and Swedish markets,

however, are quite different today.



As a listed company, the Bank benefits from direct feedback from the markets and

is compelled to ensure transparency in management. De-listing would negatively

impact the Bank's image.



We believe that for the Bank's employees, the takeover would not bring along any

significant changes. De-listing may, however, reduce the Bank's attractiveness as

an employer and its ability to attract top talent.



There are no foreseeable changes arising from Swedbank's takeover in relation to

crediting and servicing private clients and SMEs. However, the quality of

financial services for corporations that are based on Estonian, Latvian or

Lithuanian capital may deteriorate as the speed and flexibility of credit

decisions is hurt by centralized decision-making process.





The independent members of the Supervisory Council are of the opinion that full

takeover of the Bank by Swedbank does not create any value added for the Bank, as

the Bank may loose several of its competitive advantages. In addition, we are of

the opinion that the purchase price offered by Swedbank does not include a

sufficient takeover premium. We agree with the opinion expressed by several

analysts covering the Bank's share that the fair purchase price should be in the

range of EUR 14-15 per share.





9.2   The following opinion has been issued by the independent member of the

Council of the Bank Mr. Staffan Crona: with regard to the interests of the Bank

the most immediate effect of accepting the Offer would be the strengthening of

the creditworthiness of the Bank and consequently more favourable funding costs.

In the longer run a close cooperation between Swedbank and the Bank could lead to

the realisation of synergies within various fields (e.g. IT development and

product development) with increased productivity for the group as a whole.



The offer will not in the short run have any effects worth mentioning on the

employment relationships of the Bank with its employees. In the longer run the

comparatively low salary level together with the high skills in the Bank could

very well lead to increased employment in the Bank through reallocation of part

of the activities from Sweden to the Baltic States.



A prerequisite for the realisation of the synergies and benefits of this takeover

is that the Bank can continue its operations with a certain degree of

independence as a separate legal entity within the Swedbank's group and under a

common brand as Hansabank. This is important to avoid too much of inefficient

bureaucracy and is one of the reasons behind the Bank's success so far.  I

welcome the fact that there are no indications in the prospectus of any changes

in this respect within the foreseeable future. This should also be in line with

the Swedbank's strategy of a decentralised organisation.



I am not going to express any firm opinion about the price offered by Swedbank in

light of the fact that there is a no requirement by the Estonian law do so.

However, I would like to draw the attention to the fact that the EBRD, the

biggest of the independent shareholders, has announced its intention to accept

the Offer, but also to Citigroup's advice (as described in paragraph 7 above) and

to the fact that the Bank's shares have been traded in the price range of

EUR11.60 - EUR12.00 since the Offer was published.





Mart Tõevere

Head of Corporate Communications and IR

Tel. +372 6131 569