DNB Bankas AB - Notification on material event

The decisions of the the sole shareholder of AB DNB Bankas

On 30 March 2012 the sole shareholder of AB DNB Bankas, company code 112029270,
VAT payer‘s code LT120292716, registered office at J. Basanavičiaus St. 26,
Vilnius, the data is collected and stored at the Register of Legal Entities,
Bankas (hereinafter - the “Bank”) DNB Bank ASA: 

1. acknowledged 2011 Consolidated Annual Report of the Bank;

2. approved separate and consolidated financial statements of the Bank of 2011;

3. approved distribution of the profit (loss) of the Bank. It was decided to
allocate LTL 77.1 million (EUR 23.5 million) from the Bank's 2011 net profit of
LTL 81 million (EUR 23.5 million) to cover the retained loss for the previous
year and transfer LTL193 thousand (EUR 55.9 thousand) to the obligatory
reserve. The remaining part of the net profit of LTL 3.7 million ( EUR 1.1
million) shall be transferred to the next financial year. 

4. elected closed stock company „Ernst & Young Baltic“ as an audit firm to
perform audit of the annual financial statements of the Bank for the year 2012
and authorized the president of the Bank to establish the other terms and
conditions of the Agreement on auditing services with audit firm according to
the approved by the sole shareholder remuneration amount; 

5. approved the amendments of the Bylaws of the Bank:

5.1. Regarding reduction of the number of the Bank's Supervisory Council
members from 7 to 5 and to set the Section 7.1 of Chapter VII of the Bylaws of
the Bank to read as follows: "7.1. The Supervisory Council of the Bank shall be a collegial supervisory
body supervising the operation of the Bank. The Chairman of the Supervisory
Council shall be in charge of the Supervisory Council. The General Meeting
shall elect 5 Members of the Supervisory Council. At such election, every
shareholder shall have the number of votes equal to the number of the votes
granted by his/her shares multiplied by the number of the Supervisory Council
Members to be elected. These votes shall be cast, at the shareholders' sole
discretion, for one or for several candidates. The candidates who receive the
greatest number of votes shall be elected. Should the number of the candidates
who have received an equal number of votes be greater than the number of the
vacancies on the Supervisory Council, a repeat voting shall be held, and in
such voting each shareholder shall vote only for one of the candidates who have
received the equal number of votes. The Supervisory Council shall be elected
for the period of four years."

5.2. Regarding increase of the number of members of the Management Board board
from 6 to 7 and to set the Section 8.1 of Chapter VIII of the Bylaws of the
Bank to read as follows: "The Management Board shall be a collegial management body of the Bank
consisting of 7 Members. It shall manage the Bank, handle the affairs thereof
and represent it, and shall bear the liability for the performance of financial
services in accordance with the laws."

5.3. Regarding the simplification of the procedure for the Adoption of the
Decisions on the Establishment of the Branches, Representative Offices and
Other Individual Outlets of the Bank and on the Termination of Their Operation
and to set the Section X of the Bylaws of the Bank to read as follows: "Section X. The Procedure for the Adoption of the Decisions on the
Establishment of the Branches, Representative Offices and Other Individual
Outlets of the Bank and on the Termination of Their Operation, the Procedure
for the Appointment of the Managers of the Branches and Representative Offices
of the Bank 

10.1. The Bank shall have the right to establish branches and representative
offices in the Republic of Lithuania. 

10.2. The Bank shall also have the right to establish other individual outlets
of the Bank which provide the financial services. 

10.3. The decisions on the establishment, merger and termination of the
operation of the branches, representative offices and other individual outlets
of the Bank shall be taken by the Management Board. They shall operate in
accordance with the laws, other legal acts, the Bylaws of the Bank and the
Regulations approved by the Management Board. 

10.4. The Bank may establish individual working places and automated points of
sale subordinate to the Bank, a branch or any other individual outlet of the
Bank in a location the same as or other than the Head Office, the branch or any
other individual outlet of the Bank for provision of one or more financial
services. The decision on the establishment of individual working places and
automated points of sale, termination of the operation and approval of the
Regulations thereof (if any) shall be made by the Management Board or a person
duly authorised thereby to such extent. 

10.5. The Management Board shall establish the procedure for appointment of
managers of the branches and representative offices of the Bank and shall
approve the candidate managers of the branches and representative offices of
the Bank nominated by the President. 

10.6. The branches, representative offices and other individual outlets of the
Bank may have their seals. 

10.7. The transactions made (financial services provided) by the branches and
other individual outlets of the Bank including customer self service centres,
individual working places and automated points of sale shall be included in the
balance sheet of the Bank. 

Bjørnar Lund,
the president and the chairman of the Management Board of AB DNB Bankas.






         AB DNB Bankas press officer Andrius Vilkancas is authorized by the
issuer to provide additional information on the material event, tel. +370 5 239
3413

Attachments:

2012 03 30 IFRS FS EN_DNB_2011_FINAL_03 16_Galutine.pdf