Hansapank                     NEWS RELEASE                03/25/2004 12:30



AGENDA AND PROPOSALS TO THE AGM



The  2003 Annual General Meeting of Shareholders of Hansabank will  be

held  at 2 pm on Monday, 19 April 2004 at the conference hall  of  the

National Library. Registration begins at 1 pm.



The agenda and the proposals to the General Meeting are the following:



1. Annual Report of Financial Year 2003

Having reviewed the annual accounts and management report (jointly:

Annual Report), together with the auditors’ report and the proposal

for distribution of profits, the Annual General Meeting resolved to

approve the Annual Report of 2003 and distribute the profit as

follows:



The 2003 net income in the amount of 1,914,460,995 (one billion nine

hundred and fourteen million four hundred and sixty thousand nine

hundred and ninety five) kroons will be distributed together with the

retained earnings from the previous periods in the amount of

4,540,752,833 (four billion five hundred and forty million seven

hundred and fifty two thousand eight hundred and thirty three) kroons.



To distribute the total retained earnings of 6,455,213,828 (six

billion four hundred and fifty five million two hundred and thirteen

thousand eight hundred and twenty eight) kroons as follows:



to pay 555,394,763 (five hundred and fifty five million three hundred

and ninety four thousand seven hundred and sixty three) kroons as

dividends (7 kroons per share);



to retain 5,899,819,065 (five billion eight hundred and ninety nine

million eight hundred and nineteen thousand and sixty five) kroons

undistributed.



The date of closing the list of shareholders entitled to receive

dividend shall be 4 May 2004 at 8:00 a.m. The dividend shall be paid

out on 11 May 2004.



2. Amendments to Articles of Association

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

2.1.1 To amend Article 7 (1) of the Articles of Association and

stipulated it as follows:

"7 (1) The Bank's minimum share capital is 2,000,000,000 (two billion)

kroons and the maximum share capital is 8,000,000,000 (eight billion)

kroons. The Bank's share capital (hereinafter referred to as the share-

capital) may be increased or reduced within the limits of the minimum

and maximum share capital without amending these Articles of

Association."

2.1.2 To supplement Article 29 (4) and Article 29 (5) of the Articles

of Association and stipulate them as follows:

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

The Council shall appoint and recall employees of Internal Audit on

the proposal of the head of Internal Audit.

(5) The Internal Audit shall report to the Council on a regular basis

on the objectives, rights, obligations related to the Internal Audit

function and work activities. Such reports shall include essential

risk areas and problems. The Internal Audit shall give overviews of

its work activities to the Management Board. Such overview shall

highlight essential risk areas and problems."



3. Recalling of members of the Council



4. Electing members of the Council

The proposal regarding Council members will be made at the

shareholders meeting.





5. Increase of share capital via fund issue

5.1 On the basis of Section 350 of the Commercial Code and the Bank's

audited annual accounts of 2003, to increase the Bank's statutory

share capital in the amount of 2,380,263,270 kroons by means of fund

issue on the account of share premium, by issuing 238,026,327 new

ordinary shares of class B with a nominal value of 10 kroons and

whereby:

- the new amount of Bank's share capital shall increase from the

current 793,421,090 kroons up to 3,173,684,360 kroons;

- the share issue shall be carried out on the account of share premium

paid in the course of previous share issues whereas the shareholders

are not required to make any additional contributions to the share

capital;

- as a results of the share issue, each shareholder entered in the

share registry as of 8:00 a.m. on 4 May 2004 shall receive 3 (three)

new shares per each share owned by the shareholder on the date above

written;

- the newly issues shares shall carry applicable shareholder rights as

of the financial year which begins on 01 January 2005;

- the relevant entries to the share registry arising from this

resolution shall be made as of 11 May 2004.

5.2 To task the Board to carry out the resolutions set forth in

section 5.1 within 6 months as of the date of this Annual General

Meeting of Shareholders



6. Electing the auditor

6.1 In accordance with Section 328 of the Commercial Code and Section

94 (1) of the Credit Institutions Act, to elect Mr Veikko Hintsov,

auditor’s certificate No. 328, domicile Tallinn, from the audit firm

AS Deloitte & Touche Audit, registration code No 10687819, as the

Bank’s independent auditor for the financial year 2004;

6.2 The auditor shall be remunerated pursuant to an agreement to be

concluded between the auditor and the Board of Management;

6.3 To authorise the Board of Management to conclude an audit service

agreement with the audit firm AS Deloitte & Touche Audit.





Mart Tõevere

Head of Communications and IR

+372 613 1569