DNB Bankas AB - Notification on material event

Amendments to the Bylaws registered

On 5 April 2012 the amended Bylaws 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,
(hereinafter - the “Bank”) were registered with the Register of the Legal
Entities. 

The Bylaws were amended in line with the decision of the sole shareholder of
the Bank - DNB Bank ASA - as of 30 March 2012: 

1. regarding reduction of the number of the Bank's Supervisory Council members
from 7 to 5, therefore the Section 7.1 of Chapter VII of the Bylaws of the Bank
was set 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."

2. regarding increase of the number of members of the Management Board from 6
to 7 therefore the Section 8.1 of Chapter VIII of the Bylaws of the Bank was
set 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.” 

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.
The Section X of the Bylaws of the Bank was set 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. 




         Press officer Andrius Vilkancas is authorised by the Issuer to provide
additional information on the material event, tel. +370 5  239 3413

Viðhengi:

2012 04 05 Istatai.pdf