Tallinn Stock Exchange Forwards The Materials Concerning The Activities Of Swedbank To The Estonian And Swedish Financial Supervision Authorities

One of the priorities of Tallinn Stock Exchange (TSE) is to assure the credibility and regular functioning of the securities market as well as the investor protection. Therefore the TSE Listing and Surveillance Committee discussed the cash offer to the Hansabank shareholders by Swedbank on its meeting yesterday.

Swedbank announced on February 11, 2005 its intention to acquire all shares of AS Hansapank. The Estonian Financial Supervision Authority (FSA) approved the offer on February 28, 2005.

During the period between publishing of the announcement regarding the offer and the approval of the offer by the FSA, the representatives of Swedbank gave a number of public comments resulting in different suspicions on the market and in the media. As in several occasions the comments referred to the potential use of the “power of the owner” both against the minority shareholders and the management of Hansabank, these comments may be viewed as having price-sensitive impact, and thus such behavior may be interpreted as market manipulation and not acting in bona fide.

There were rumors on the market and in the media about the possible agreements made in advance with some shareholders, and thus possible unequal treatment of shareholders and misuse of insider information.

To examine the issues listed above, TSE sent an inquiry to Swedbank requesting the explanations about the comments given by Swedbank and their objectives. In addition the exchange requested clarifications about the use of insider information and its legality. As the reply of Swedbank of February 25 did not respond to the questions set forth in the information request nor refuted the suspicions, TSE repeated the questions in the second information request to Swedbank on March 1. The reply to the second information request by Swedbank also did not contain responses to the questions, but only a confirmation that Swedbank had acted lawfully.

As Swedbank neither provided a reply to the inquiries nor refuted the suspicions spread on the market, the aforementioned suspicions are still a question at issue. Thus the Tallinn Stock Exchange cannot be certain that there has been no market manipulation and misuse of insider information. TSE will thus forward the materials for further investigation and opinion to the Estonian and Swedish financial supervision authorities, who are entitled by law to evaluate the suspicions of market manipulation and misuse of insider information.