HELSINKI, Finland, April 3, 2003 (PRIMEZONE) -- The Hansabank (Other OTC:HNSBF) 2003 Annual General Meeting of Shareholders held on 3 April 2003, decided:
1. ANNUAL REPORT OF FINANCIAL YEAR 2002
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 2002 and distribute the profit as follows:
The 2002 net income in the amount of 1,746,732,945 (one billion seven hundred and forty six million seven hundred and thirty two thousand nine hundred and forty five) kroons (111,636,296 euros) will be distributed together with the retained earnings from the previous periods in the amount of 3,270,557,542 (three billion two hundred and seventy million five hundred and fifty seven thousand five hundred and forty two) kroons (209,026,190 euros).
To distribute the total retained earnings of 5,017,290,487 (five billion seventeen million two hundred and ninety thousand four hundred and eighty seven) kroons (320,662,486 euros) as follows:
to pay 476,052,654 (four hundred and seventy six million fifty two thousand six hundred and fifty four) kroons (30,425,232 euros) as dividends (6.00 kroons per share);
to allocate 485,000 (four hundred and eighty five thousand) kroons (30,997 euros) to statutory reserves; and
to retain 4,540,752,833 (four billion five hundred and forty million seven hundred and fifty two thousand eight hundred and thirty three) kroons (290,206,257 euros) undistributed.
The date of closing the list of shareholders entitled to receive dividend shall be 17 April 2003 at 8:00 a.m. The dividend shall be paid out on 25 April 2003.
2. AMENDMENTS TO ARTICLES OF ASSOCIATION
2.1 To amend and supplement the Articles of Association as follows:
2.1.1 To supplement Article 26 of the Articles of Association and stipulate it as follows: "26. Liability of Members of the Management Board (1) The members of the Management Board who cause damage to the Bank by violation of their obligations, shall be jointly and severally liable for compensating for the damage caused. (2) The members of the Management Board shall perform their obligations arising from law, these Articles of Association or agreement concluded with them with the diligence normally expected from a member of a management board. The members of the Management Board must be loyal to the Bank. (3) The limitation period for assertion of a claim against a member of the Management Board shall be five (5) years from the occurrence of the violation. (4) The members of the Management Board shall be obliged to keep the Bank's business and bank secrets."
2.1.2 To amend Section 34 (1) of Articles of Association and stipulate it as follows: "34. Preparation, Presentation and Approval of the Annual Report (1) After the end of the financial year the Management Board shall prepare the annual accounts and management report (hereinafter jointly: Annual Report) according to the procedure provided by law and present the Annual Report together with the auditors' report and the proposal for profit distribution to the General Meeting."
2.2 To approve the revised Articles of Association.
3. RECALLING OF MEMBERS OF THE COUNCIL
To recall all members of the Council: Anders Folke Sahlen, Annika Wijkstrom, Staffan Crona, Lars-Erik Kvist, Lennart Lundberg, Tiina Mois, Gunnar Okk, Meelis Milder and Endel Siff.
4. ELECTING MEMBERS OF THE COUNCIL
To elect the following nine individuals as members of the Council: Anders Folke Sahlen, Staffan Crona, Lars-Erik Kvist, Lennart Lundberg, Tiina Mois, Gunnar Okk, Meelis Milder, Endel Siff and Robert Charpentier.
5. DECIDING OVER COUNCIL MEMBERS' REMUNERATION
In accordance with Section 326 of the Commercial Code, the determine the remuneration of Council members as follows: 5.1 For performing his or her duties, the Chairman of the Council shall be paid a monthly fee of 30 000 kroons; 5.2 For performing their duties, Members of the Council, other than the Chairman, shall be paid a monthly fee of 5000 kroons. In addition, Members of the Council, other than the Chairman, shall be paid a fee of 5000 kroons for every Council meeting attended; 5.3 To task the Board to execute the above resolutions.
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 2003; 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.