DnB NORD Bankas AB - Notification on material event

Regarding convocation of extraordinary general meeting of shareholders

On 17 February 2010 at 10.00 a.m. the extraordinary general meeting of
shareholders of 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 „Meeting“, the “Bank”) shall be convened. 
The Meeting is convened on the initiative and by the resolution of the
Management Board of the Bank. The Meeting shall take place at the registered
office of the Bank, address J. Basanavičiaus St. 26, Vilnius, in the hall of
the sixth floor. The persons who were shareholders of the Bank at the end of
the Meeting accounting day shall have the right to participate in the Meeting. 

The accounting day of the Meeting shall be 8 February 2010.

The agenda of the Meeting:
1. election of the members of the Supervisory Council; 
2. approval of the amendments of the Bylaws of the Bank.

The Bank shall not provide the possibility to participate and vote in the
Meeting through electronic communication channels. 

Each shareholder holding shares that grant at least 1/20 of all votes shall
have the right of proposing to supplement the agenda of the Meeting by
providing the Meeting draft resolution on each additionally proposed issue or,
in case no resolution is required - the shareholder's explanation. The proposal
to supplement the agenda shall be submitted through electronic communication
channels (e-mail: andrius.vilkancas@dnbnord.lt) or in writing by sending it to
the below indicated Bank‘s Head Office address by registered mail or handed
against signature. The agenda is supplemented with the issue proposed by the
shareholder in case the proposal is received in the Bank no later than 14 days
before the Meeting. 

Each shareholder holding shares that grant at least 1/20 of all votes shall
have the right of proposing draft resolutions on the issues already included or
to be included in the agenda of the Meeting, extra candidates to members of the
Bank's managerial body any time until the Meeting day. The proposed draft
resolutions shall be submitted through electronic communication channels
(e-mail: andrius.vilkancas@dnbnord.lt) or in writing by sending it to the below
indicated Bank‘s Head Office address by registered mail or handed against
signature. The shareholders shall also be entitled to propose draft resolutions
on the Meeting agenda issues in writing during the Meeting. 

The shareholders shall have the right to submit questions related to the
Meeting agenda issues in advance to the Bank through electronic communication
channels (e-mail: andrius.vilkancas@dnbnord.lt) no later than 3 business days
until the Meeting. 

Each shareholder (or his/her authorised person) attending the Meeting and
having the voting right shall submit an identity document. Each shareholder
shall also have the right to authorise another person (natural or legal) to
participate and vote in the Meeting on his/her behalf following the procedure
established by the laws. The representative shall have the same rights in the
Meeting as would the represented shareholder unless the representative's rights
are limited by the power of attorney or by the laws. Before commencing
registration of the Meeting the authorised person must submit the power of
attorney approved following the procedure set by the laws. The power of
attorney issued abroad must be translated into the Lithuanian language and
legalised following the procedure set by the laws. 

Each shareholder shall also have the right to authorise another person (natural
or legal) to participate and vote in the Meeting on his/her behalf through
electronic communication channels. The power of attorney issued through
electronic communication channels must be confirmed by the shareholder by a
safe electronic signature developed by safe signature equipment and approved by
a qualified certificate effective in the Republic of Lithuania. The shareholder
shall inform the Bank on the power of attorney issued through electronic
communication channels by e-mail to zygimantas.stankevicius@dnbnord.lt no later
than 2 business days before the meeting. The power of attorney and notification
shall be issued in writing in the Lithuanian or English language. The
shareholder‘s notification shall be presented along with signature verification
software or a website address for free download thereof. 

Each shareholder or representative thereof shall have the right to cast his/her
vote in advance in writing by filling in a ballot paper. The ballot paper shall
be announced in the Bank's below indicated website no later than 21 days before
the Meeting. Upon the shareholder‘s request, the Bank no later than 10 days
before the Meeting shall send a ballot paper by registered mail free of charge
or hand it in person against signature. The ballot paper filled shall be signed
by the shareholder or his/her representative. In case the ballot paper is
signed by the shareholder‘s authorised representative, such person along with
the filled ballot paper shall submit the document to confirm the voting right
corresponding to the requirements set by the laws. The ballot paper filled and
the document confirming the voting right (if required) shall be submitted in a
written form to the Bank's below indicated head office address by registered
mail or by handing against signature no later than on the last business day
before the Meeting. 

The documents related to the convening and agenda of the Meeting, draft
resolutions on each agenda issue, documents to be submitted to the Meeting,
voting ballot form and other information related to exercising of the
shareholder's rights will be available for the shareholders at the head office
of the Bank at J.Basanavičiaus St. 26, Vilnius, (tel. +370 5 2393 748), during
business hours and on the Bank's website www.dnbnord.lt. 

Andrius Vilkancas
Press Officer
tel. +370 5 239 3413