(incorporated as a joint-stock company with limited liability
in the Republic of Estonia)

OFFERING OF UP TO 3,000,000 ORDINARY SHARES

The information contained herein relates to the issue and offering of up to 3,000,000 ordinary A-shares in registered form of nominal value of EEK 10 each (the "New Shares") of AS Eesti Hoiupank (Estonian Savings Bank Ltd.), a company limited by shares incorporated in the Republic of Estonia (the "Bank"). The shares (the "Offer Shares") to be offered in the Estonian public offering (the "Estonian Public Offering") and the international placing (the "International Offering") are those shares not taken up by existing shareholders in the Bank pursuant to their pre-emption rights in connection with an increase in the capital of the Bank by the issue of New Shares. The offer to existing shareholders (the "Rights Offering") and the Estonian Public Offering are being made by means of a domestic prospectus (the "Estonian Prospectus") which was approved by the Securities Commission of Estonia on 29th September, 1997. Immediately following the closing date of the Rights Offering (which is expected to be 23rd October, 1997), the Bank and the Managers will determine the number of Offer Shares available for placing. Allotment of the Offer Shares will take place as soon as practicable after the close of the Estonian Public Offering and the International Offering (together, the "Offering"), which is expected to occur on 28th October, 1997.

Offer Price: EEK 230.00 per Offer Share

The existing shares (the "Existing Shares") are, and the new shares issued pursuant to the Rights Offering and the Offer Shares (together with the Existing Shares, the "Shares") will be, listed on the Tallinn Stock Exchange (the "TALSE"). On 10 October 1997, the closing price of the Existing Shares on the TALSE was EEK 250.50 per Existing Share. The Shares are and will be held in dematerialised form in the Estonian Central Depository for Securities (the "Central Depository") and may be held, bought and sold only through the Central Depository. The Offer Shares are expected to be delivered on or about 31 October, 1997.

Prospective investors should consider a number of matters relating to the Republic of Estonia ("Estonia") in general and the Offering in particular when deciding whether to purchase the Offer Shares (see "Investment Considerations" below).

Hoiupanga Investeeringute AS

This Offering Circular is dated 10 October 1997

The purpose of this Offering Circular is to provide information with regard to the Bank and the Offer Shares. No person has been authorised to provide any information or to make any representations other than those contained in this Offering Circular in connection with the offer or sale of Offer Shares and, if given or made, such information or representations must not be relied upon as having been authorised by the Bank or by Hansa Investments Limited (the "Lead Manager") or by Hoiupanga Investeeringute AS (the "Co-Lead Manager", together with the Lead Manager the "Managers"). Neither the delivery of this Offering Circular nor any sale made in connection herewith shall, under any circumstances, create an implication that the information contained herein is correct at any time after the date hereof or that there has been no change in the affairs of the Bank or its subsidiaries since the date hereof. Nothing contained herein is, or may be relied upon as, a promise or representation as to the future performance or policies of the Bank.

The Bank, having made all reasonable enquiries and subject to as mentioned below, accepts responsibility for, and confirms that this Offering Circular contains, all information with regard to the Bank and the Shares which is material in the context of the International Offering, that the information contained in this document is in every material respect true and accurate and not misleading, that the opinions of the Bank expressed herein are honestly held and that there are no other facts the omission of which would make this document as whole or in part or any such information or the expression of any such opinions or intentions misleading in any material respect.

The information contained herein under the headings "Estonian Banking System and Financial Markets", "Foreign Investment and Exchange Controls" and "Taxation" includes extracts from summaries of information and data publicly released by official sources in Estonia and other sources indicated therein and the Bank accepts responsibility for accurately reproducing such summaries and data but accepts no further responsibility in respect of such information.

The distribution of this Offering Circular and the offering of the Offer Shares in certain jurisdictions may be restricted by law. This Offering Circular may not be used for the purpose of an offer or solicitation by anyone in any jurisdiction where such an offer or solicitation is unlawful or to any person to whom it is unlawful to make such an offer or solicitation. Persons into whose possessions this Offering Circular comes are required by the Bank to inform themselves about and to observe any such restrictions. For a further description of certain restrictions on offers and sales on the Offer Shares, see "Subscription and Sale" below.

This Offering Circular is being furnished by the Bank solely for the purpose of enabling a prospective investor to consider the purchase of Offer Shares and is based on the information prepared for the Estonian Prospectus. None of the Managers has conducted any verification or due diligence exercise of the kind which would be customary in connection with many international offerings of securities and, accordingly, none of the Managers assumes any responsibility or liability for the accuracy or completeness of this Offering Circular. It is expected that the investors interested in participating in the Offering will conduct their own independent investigation of the Bank. In making an investment decision, prospective investors must rely on their own examinations of the Bank and the terms of the International Offering, including the merits and risks involved. The information contained in this Offering Circular has been provided by the Bank and other sources identified herein. Distribution of this Offering Circular to any person other than the offeree, except in accordance with the requirements applicable in any relevant jurisdiction, is unauthorised. Each prospective purchaser, by accepting delivery of this Offering Circular, agrees to the foregoing.

The Bank is a company organised under the laws of Estonia. The Directors and executive officers of the Bank reside in Estonia. A substantial portion of the assets of such persons and of the Bank is located in Estonia. As a result, it may not be possible for investors to effect service of process outside Estonia upon such persons or the Bank or to enforce against them in Estonia judgements obtained in courts outside Estonia.

Unless otherwise indicated the financial statements and other financial information in this Offering Circular have been prepared in accordance with International Accounting Standards ("IAS").

In this Offering Circular all references to "USD" are to United States Dollars, to "DEM" are to German Marks, and to "EEK" and "Kroon" are to Estonian Kroons. For information purposes only, on 10 October, 1997, the official exchange rate (mid-market) between the USD and the EEK was US$ 1 = EEK 14.00. The official exchange rate between the DEM and the EEK is fixed at DEM 1 = EEK 8.00.