HANSAPANK

ANNOUNCEMENT



COMMENTARY TO THE TALLINN CITY COURT RULING



Hansapank is in the opinion that the merger of Hansapank and Hoiupank

effected in 1998 cannot be cancelled. According to Hansapank’s

position the ruling by Tallinn City Court to declare null and void the

resolution of the extraordinary general meeting of shareholders of

Hoiupank is theoretically and practically impossible to enforce.



According to the Law on Credit Institutions valid at the time of the

merger, the merger resolution could be debated only prior to the

issuance of the merger permit by the Central Bank. The merger permit

was issued to AS Eesti Hoiupank and AS Hansapank by the Bank of

Estonia on July 13, 1998. The same is stipulated also in the

Commercial Code, whereby the merger cannot be disputed after its

registration in the Commercial Register. Therefore, Hansapank confirms

that the merger resolution cannot neither practically nor

theoretically be declared null and void.



However, Hansapank agrees with the court, which has interpreted the

decisions of Hoiupank board and supervisory council to temporarily

transfer the Hoiupank shares obtained by HTAS using the funds of EEK

225 mio received from Hoiupank, from the securities’ account of HTAS

to the securities account of Hoiupank  as incorrect. The incorrect

decision was caused by an ultimatum by Marcel Vichmann to pay EEK 45

mio and the wish of Hoiupank’s Council and the board to avoid losses

to the bank and its’ shareholders.



Hansapank also considers the methods of repurchasing the shares from

Daiwa Europe determined by Hoiupank’s council as inappropriate.

However, Hansapank is still convinced that Hoiupank’s former chief

legal council Marcel Vichmann used the trust of and the inappropriate

decisions made by the bank’s management in his personal benefit.

Hansapank is going to announce its’ further position in the ongoing

civil and criminal procedures regarding the subject in the nearest

future.



Additional information

Kristi Liiva

Head of Marketing and Public Relations

+372 6133 714





Mart Tõevere

Investor relations

+372 6131 569