The Lead Manager has, pursuant to the Placing Agreement dated 10th October, 1997 between the Lead Manager and the Bank (the "Placing Agreement"), agreed with the Bank, subject to the satisfaction of certain conditions, to use all reasonable efforts to procure subscribers for the Offer Shares at a price of EEK 230 per Offer Share. In the event that not all of the Offer Shares are subscribed in the Estonian Public Offering and the International Offering, the Manager has agreed to purchase the balance of the New Shares immediately following the closing date of the International Offering at a price of EEK 230.00 per New Share. The Lead Manager has entered into certain arrangements with the other Managers in connection with the offering and sub-underwriting of the New Shares.

Although an Estonian Prospectus has been prepared for use in connection with the Offering, the Offering Circular has not been registered with, or approved by, the Securities Commission of Estonia and may not be used in connection with any offer or sale of Shares in Estonia.

The Offer Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold within the United States except pursuant to an exception from, or in a transaction not subject to, the registration requirements of the Securities Act.

Each of the Managers has represented and agreed that:

(i) it has not offered or sold and will not offer or sell in the United Kingdom any Offer Shares other than to persons whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995;

(ii) it has complied and will comply with all applicable provisions of the Financial Services Act 1986 with respect to anything done by it in relation to the Offer Shares in, from or otherwise involving the United Kingdom; and

(iii) it has only issued or passed on, and will only issue and pass on, in United Kingdom any document received by it in connection with the issue of the Offer Shares to a person who is of a kind described in Article 11(3) of the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1996, as amended, or is a person to whom the document may otherwise lawfully be issued or passed on.

No action has been taken or will be taken by the Bank, the Managers or any other person that would, or is intended to, permit a public offer of the Shares, or possession or distribution of any offering document or any amendment or supplement thereto or any other offering or publicity material relating to the Offer Shares, in any country or jurisdiction (other than the Republic of Estonia) where action for that purpose is required.

This Offering Circular (in proof, preliminary or final form) is being furnished solely for the purpose of assisting in evaluating the investment described herein and may not be reproduced or used in whole or in part for any other purpose or distributed to anyone other than the recipient. Accordingly, neither the Bank nor the Managers shall have any responsibility with respect to any offer or sale of Offer Shares by any other person or any distribution of this Offering Circular (in proof, preliminary or final form) or any other offering material relating to the Offer Shares by any other person in any jurisdiction.