DnB NORD Bankas AB - Notification on material event

New wording of AB DnB NORD Bankas by-laws registered

On 13 April 2011 the amended by-laws of AB DnB NORD Bankas, company code
112029270, VAT payer code LT120292716, registered office at J. Basanavičiaus
St. 26, Vilnius, the data is collected and stored at the Register of Legal
Entities, (hereinafter - the “Bank”) were registered with the Register of the
Legal Entities. The amendments of the by-laws were made regarding the change of
legal regulation of the meeting quorum of the Management board of the Bank. 

The by-laws were amended in line with the decision of the sole shareholder of
the Bank - Bank DnB NORD A/S - as of 29 March 2011. The wording of the section
VIII Article 8.9 of the by-laws was set as following: 

“8.9. Any meeting of the Management Board shall be deemed held and the
Management Board may take decision therein when 2/3 and more of the Management
Board Members participate in the meeting of the Management Board. Any Member of
the Management Board may express his/her will to vote for or against the
discussed decision, upon scrutiny of the draft thereof, by a written vote in
advance. The Management Board Members who have voted in advance shall be deemed
to participate in the meeting. The decision of the Board shall be adopted if
more than a half of elected Board members votes for it are received. Decisions
of the Management Board may also be taken by circulation of the voting ballot
among the Management Board Members if none of the Management Board Members
objects to such procedure. Each Member of the Management Board shall have one
vote. In the event of a tie vote, the Chairman of the Management Board shall
have the casting vote. Should, in case of a tie vote, the Chairman of the
Management Board not participate in the meeting or not participate in the
voting on the decision, the decision shall be deemed not taken. The voting by
the terminal equipment of telecommunications shall be equivalent to the voting
in writing provided that the confidentiality of the communications is
guaranteed and there are means for the verification of the signature. The
Management Board Member shall have no right to vote on the issue related to
his/her work on the Management Board or the issue of his/her liability.” 




         Andrius Vilkancas,
         Press Officer
         tel. +370 5 239 3413

Attachments:

2011 04 19 Istatai 2011 04 13.pdf