DnB NORD Bankas AB - Notification on material event

Draft resolutions of the extraordinary general meeting of shareholders

Considering resignation of Jarle Mortensen, Juergen Machalett and Andreas
Fischelscher from the office of members of the Supervisory Council 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
“Bank”) as of 17 February 2010, at the extraordinary general meeting of
shareholders (hereinafter - the “Meeting”) of the Bank to be held on 17
February 2010 at 10.00 a.m. at the registered office of the Bank, address J.
Basanavičiaus St. 26, Vilnius, in the hall of the sixth floor, the shareholders
will be offered to approve the following resolutions: 

1.Considering resignation of Viktoras Valentukevičius, Antanas Juozas Zabulis,
Jarle Mortensen, Juergen Machalett and Andreas Fischelscher from the office of
members of the Supervisory Council of the Bank, to elect Jekaterina Titarenko,
Margrethe Melbye Gronn, Andris Ozolins and Cord Meyer to the Supervisory
Council of the Bank until expiry of the term of office of the current
Supervisory Council. 

2.To establish that the newly elected members of the Supervisory Council
Margrethe Melbye Gronn, Andris Ozolins and Cord Meyer will start the office
following the receipt of the permissions from the Bank of Lithuania to become
managers of the Bank. 

3.To amend the wording of Article 7.1 of Chapter VII of the Bylaws of AB DnB
NORD Bankas 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
7 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.” 

4.To authorize the President of the Bank to sign the amended Bylaws of the
Bank. 

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

Overall number of shares of the Bank as of the day of convocation of the
Meeting shall be 5 710 134 ordinary registered shares. Number of shares
providing vote in the Meeting as of the day of convocation of the Meeting shall
be 5 710 134. 

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 are 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