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The following is a translation
of the Procedure This Procedure has been confirmed by the Resolution of the Supervisory Board of AS Eesti Hoiupank from 24th September, 1997.
In accordance with the Estonian legislation and §9, section 6 of the Articles of Association of AS Eesti Hoiupank, any holder of A-shares is entitled to subscribe for new shares in proportion to the amount of the nominal value of A-shares held. Legitimate persons are entitled to execute their pre-emptive subscription right until 23rd October, 1997. Pre-emptive right in this procedure is subscribing for the Shares and executing the pre-emptive right in buying the Shares subscribed, as described in this procedure, before the subscribers without pre-emptive rights. On 8th October, 1997, Tallinn Stock Exchange announced via its information channels that, on that banking day, on purchase of an A-share, the buyer will be included into the list of A-share owners and will have, on realisation of (after payment for) the deal, pre-emptive rights. On 9th October, Tallinn Stock Exchange announced via its information channels that, from that banking day, the buyer of the A-shares will not receive the pre-emptive rights on realisation (after payment for) of the deal. The pre-emptive right remains with the seller of the A-shares. From 14th October, 1997, any person is entitled to transfer his pre-emptive subscription right separately of A-share only, upon making an entry confirming the existence of the pre-emptive right in the securities account of the person, up to 23rd October, 1997. On the day stated in p.9 of this procedure, the owner of the A-shares receives the pre-emptive right in the securities account in proportion with the A-shares owned. A-share owners will receive 16,500,000.00 pre-emptive rights total. The subscription right for 0.1818181818182 of the issued share will be one pre-emptive right. To subscribe for 2 offered shares, 11 pre-emptive rights is needed.
The following persons are entitled to subscribe for the Shares: Any person in the list of the holders of A-shares of AS Eesti Hoiupank, prepared on the term mentioned in Clause 9 of this Procedure, pursuant to his non-transferred pre-emptive rights. Any person having obtained or acquired the pre-emptive subscription right in accordance with the grounds and procedure set forth in this Procedure and the Share issue prospectus. A person and holder of A-share who has obtained or acquired the pre-emptive right in accordance with the grounds and procedure set forth in this Procedure and the Estonian legislation, is entitled to subscribe for the Shares in accordance with the number of pre-emptive rights obtained or acquired in accordance with the grounds and procedure set forth in this Procedure and the Share issue prospectus. The pre-emptive right can be realised only in case it gives the right to subscribe for one or more full share. The pre-emptive right can be exercised or transferred, if it entitles to apply for subscription for one or more positive whole number of Shares. The pre-emptive right required for applying for one Share is referred to as one (1) pre-emptive right.
An entry of the pre-emptive right made in the securities account must comprise the number of pre-emptive rights.
The pre-emptive right can be transferred through EVK member banks from 14th October, up to 23rd October, 1997. The pre-emptive rights trading starts on the Tallinn Stock Exchange on 14th October and closes on 23rd October, 1997, this is, three trading days before the end of the subscription period. EVK member banks are:
Transfer of pre-emptive right shall perform pursuant to the Regulations of the Tallinn Stock Exchange, EVK procedures and the provisions of the Estonian legislation in respect of transfer of securities. Holding of a securities account or temporary securities account with EVK is a precondition for transfer and acquisition of the pre-emptive right. For acquiring the pre-emptive right, the applicant shall immediately settle its price when submitting the acquisition request to the bank. Applying for subscription for the Share and settlement thereof shall be performed concurrently. Holding of a securities account or temporary securities account with EVK is a precondition for subscribing for the Share. For transfer or acquisition of the pre-emptive right or applying for subscription for the Share, the following must be presented to the bank: acquisition, transfer or subscription application filled in with the following data: name of the transferrer, acquirer or subscriber EVK account number of the transferrer, acquirer
or subscriber
number of pre-emptive rights desired to be transferred, acquired or number of Shares desired to be subscribed for in case of acquiring the pre-emptive right, transfer order by which a respective amount is transferred to the bank account (cash account) of the transferrer, and in case of applying for subscription for the Shares, transfer order by which the respective amount is transferred to a special EVK account with the Bank of Estonia, with the following details: Account No. 1587-*****, where ***** is the EVK
account number A transfer, acquisition or subscription application with insufficient or erroneous data shall not be taken into account and is deemed invalid.
The subscription note shall be transferred to the securities accounts of investors immediately after the decision made by the Supervisory or Management Board on 30th October, 1997. The investor shall be transferred subscription notes in accordance to the number of Shares subscribed. The subscription notes are freely transferable. The Shares acquired shall be transferred to the securities accounts of investors with EVK after registration of the increased share capital of the issuer in the respective commercial register. In case of over-subscription, repayments shall be performed on 31st October, 1997, at the latest to the respective applicants in the amounts paid by the subscription applicant for the shares not obtained, in the course of presenting the subscription application. In case subscription for more Shares is applied for pursuant to the subscription applications than Shares are issued in the course of the issue (over-subscription), the Shares issued shall be divided between those having applied for Share subscription in proportion as provided in this Procedure. Shares are deemed to have been divided between those having applied for subscription and subscribed from passing the above resolution by the Management Board. Persons having applied for share subscription shall be deemed to have waived, from presenting the subscription application, any property and non-property claims to the issuer which may occur during the issue and which arise from: · the subscription application made by the subscriber not being met, if the issue has been oversubscribed in such a way which does not permit giving of a Share to the person having presented the subscription application as it is revealed during the distribution that it is possible to give him less than one Share pursuant to the subscription application; · the subscription application made by the subscriber not being met in part, if the issue has been oversubscribed in such a way which permits granting of a smaller number of Shares to the person having presented the subscription application than indicated in the application; · from keeping by the issuer payments performed in the course of presenting the Share subscription application until returning thereof to the subscription applicant on the term mentioned in Clause 19, paragraph 2 of this Procedure at the latest, after the circumstances mentioned in sub-clauses I or II of this Clause have been clarified; · profit lost by the subscription applicant or any other loss due to circumstances listed in sub-clauses I, II or III of this Clause or any other circumstances; or · cases similar in their essence to those listed in sub-clauses I, II, III or IV or this Clause.
The number of shares subscribed shall be calculated for any persons having applied for Share subscription without the pre-emptive right after the number of Shares subscribed pursuant to the pre-emptive right has been found, subject to the number of shares not subscribed during pre-emptive subscription.
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I
PRE-EMPTIVE SUBSCRIPTION RIGHT