To the shareholders of Estonian Central Depository for Securities

To the Shareholders of Estonian Central Depository for Securities We have audited the financial statements of Estonian Central Depository for Securities (the Company) for the year ended 31 December 1997 as set out on pages 77 to 82. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with Estonian Auditing Guidlines. Those Guidelines require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presetation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion the financial statements give a true and fair view of the financial position of the Company as at 31 December 1997 and of the results of its operations and its cash flows for the year then ended in accordance wi th Estonian Accounting Law.

Urmas Kaarlep
AS Price Waterhouse 4 March 1998