FOREIGN INVESTMENT AND EXCHANGE

The Bank is established under the laws of Estonia, and dividends and other distributions on the shares will be paid in Estonia. Any payment of dividends or other distributions on the shares to investors outside of Estonia will be subject to Estonian foreign investment and exchange control regulations in effect at the time of payment.

The following is a summary of certain Estonian foreign investment and exchange controls affecting the purchase, ownership, and disposition of Shares and does not purport to be a complete analysis of such foreign investment and exchange controls. This summary is based on Estonian foreign investment and exchange regulations in force as of the date of this Offering Circular and is subject to changes in Estonian regulations.

Foreign Investments
The Foreign Investments Act (September 11, 1991) established a legal platform for foreign investors and guarantees to protect foreign investment in Estonia. The property of a foreign investor cannot be nationalised, expropriated or confiscated, unless provided by the law. In any such case, the foreign investor has the right to full compensation of property in the same currency in which the initial investment was made, or in another currency, acceptable to the foreign investor. Generally, no restrictions apply to foreign investors acquiring a company or equity interest in Estonia. All restrictions and rights applying to the Estonian companies shall generally apply to foreign-owned companies on an equal basis. However, in certain industries a licence to establish and run a business is required. These areas include, inter alia: mining, water supply, energy and gas supply, key transport areas (ports, airlines and railways), as well as telecommunications and pharmaceuticals, etc. In addition, establishment of commercial banks is regulated by the Bank of Estonia.

A foreign investor has the right to repatriate profits and other income received from Estonia in foreign currency.

Foreign Exchange
The importation of most goods does not require permission from any Estonian authority. However, exports of some goods which are considered to be of national importance (oil shale, gravel, clay) are regulated. The import and export of guns, explosives, drugs, precious stones and metals, goods of historic or cultural value is generally prohibited (special permission is always needed). Also, imports and exports of alcohol and tobacco products are regulated.

Non-residents can execute foreign currency transactions without any limitations and repatriate income in the form of dividends, interest, and capital gains without any restrictions, subject to taxes payable under Estonian Laws (see "Taxation" below).

Estonian companies are allowed to open foreign currency denominated accounts in Estonian banks without any restrictions.