DnB NORD Bankas AB - Notification on material event

The opinion of AB DnB NORD Bankas' board about the takeover bid

AB DnB NORD Bankas (company code 112029270, VAT payer code LT120292716,
registered office at J. Basanavičiaus St. 26, Vilnius, the data about the
company is collected and stored at the Register of Legal Entities)(hereinafter
“the Issuer” or “the Bank”) informs that on 18 February 2009 starts the
voluntary non-competitive takeover bid of Bank DnB NORD A/S (Denmark) - the
largest shareholder of AB DnB NORD Bankas - seeking to acquire all the
remaining 324,998 (three hundred twenty four thousand nine hundred ninety
eight) ordinary registered shares of AB DnB NORD Bankas with a nominal value
115 Litas each (securities' ISIN code LT0000100174). Takeover bid price - 125
Litas per ordinary registered share. The takeover bid is submitted with the
condition that Bank DnB NORD A/S acquires at least 292,499 (two hundred ninety
two thousand four hundred ninety nine) ordinary registered shares. The
voluntary takeover bid will last 30 calendar days. 

The Board of AB DnB NORD Bankas, having reviewed the material submitted by the
offeror Bank DnB NORD A/S (hereinafter “the Offeror”) concerning the voluntary
non-competitive takeover bid, at the meeting of the Board of 17 February 2009,
has passed the following statement: 
1.The opinion of the Board on the takeover bid.

The Board is of a positive opinion concerning the voluntary takeover bid
submitted by the Offeror as it enables the Issuer's shareholders to sell the
shares owned thereby for the fair price. In the Board's opinion, implementation
of the takeover bid will have no negative effect on the company's interests,
employment conditions or number of employees. 

2.The opinion of the Board on the plans and intentions of the Offeror in
respect of the Issuer: 
2.1. possible effect on the takeover bid implementation on the company‘s
interests: 

As the Offeror has the intention to continue the activities performed by the
Issuer, the Board is of the opinion that the implementation of the takeover bid
will have no negative effect on the Issuer's interests. 

2.2. effect on the employment conditions: 

As the Offeror is not planning to change the Issuer's current policy in respect
of the employees, the Board is of the opinion that the implementation of the
takeover bid will have no negative effect on the employment conditions. 

2.3. effect on the number of employees;

As the Offeror is not planning to change the Issuer's current policy in respect
of the employees, the Board is of the opinion that the implementation of the
takeover bid will have no negative effect on the employment conditions. 
2.4. the opinion about the Offeror's strategic plans and their effect on the
number of employees and business locations. 

The Board is of a positive opinion concerning the Offeror's strategic plans
indicated in the circular of the takeover bid and is of the opinion that the
implementation of the takeover bid will have no negative effect on the number
of employees and business locations. 

3. The opinion of the Board on the purchase price for the Issuer's securities.


Considering the fact that the offered purchase price for the Issuer's shares is
approximately 50 percent higher than both the market price for the Issuer's
shares at Vilnius Stock Exchange effective until the decision of the Offeror's
board to announce voluntary takeover bid, i.e. 7 January 2009, and than the
comparable valuation level of the Baltic and Scandinavian banks, the Issuer's
Board is of the opinion that the offered share purchase price is fair. 

4. The recommendation of the Board to the holders of the Issuer's securities to
accept or reject the takeover bid with the grounded motivation thereof. In case
no recommendations are provided, specify the reasons. 

Considering the fact that the offered purchase price for the Issuer's shares is
approximately 50 percent higher than both the market price for the Issuer's
shares at Vilnius Stock Exchange effective until the decision of the Offeror's
board to announce voluntary takeover bid, i.e. 7 January 2009, and than the
comparable valuation level of the Baltic and Scandinavian banks, the Issuer's
Board recommends that the shareholders of the Issuer accept the offer. 

5. Information of whether there exists a written agreement between the Board
(its members) of the Issuer and the Offeror concerning the execution of the
takeover bid. 

There is no such agreement between the Board (members of the Board) of the
Issuer and the Offeror. The Offeror will execute the takeover bid through AB
DnB NORD Bankas, which administers the accounting of the securities of the
Issuer owned by the Offeror. 

6. Information of whether there exists a written agreement between the Board
(its members) of the Issuer and the Offeror concerning the joint management
policy. 

There is no such agreement between the Board (its members) of the Issuer and
the Offeror. 

7. Information about the number of voting shares and/or votes of the Offeror,
which give the voting right in the general meeting of the shareholders, owned
by the Issuer. 

The Issuer doesn't own voting shares and/or votes of the Offeror, which give
the voting right in the general meeting of the shareholders. 

8. Information about the number of voting shares and/or votes of the Offeror,
which give the voting right in the general meeting of the shareholders, owned
by the members of the managing bodies of the Issuer. 

The members of the managing bodies of the Issuer do not own voting shares or
votes of the Offeror in the general meeting of the shareholders of the Offeror. 

9. Total number of members of the Board and their voting results:
9.1. as provided in the Bylaws of the Issuer:

The Bylaws of the Issuer provide that the Board of the Bank consists of 6
members. 

9.2. those who participate at the meeting:

5 (five) members of the Board of the Bank participated at the meeting. 

9.3. voting for the opinion of the Board:

All the members of the Board who attended the meeting agreed with the opinion
of the Board. 

9.4. voting against the opinion of the Board.

No votes against.

10. Other information at the discretion of the Board.

None submitted.

Andrius Vilkancas
Press Officer
tel. +370 5 239 3413