OREANDA-NEWS. At the ordinary general meeting of shareholders of AB DnB NORD Bankas (company code 112029270, VAT payer code LT120292716, registered office at J. Basanaviciaus St. 26, Vilnius, the data about the company is collected and stored at the Register of Legal Entities (hereinafter - the “Bank”) held on 30 March 2009, the shareholders of the Bank adopted the following resolutions, reported the press-centre of AB DnB NORD Bankas:

1. to approve 2008 Consolidated Annual Report of the Bank;

2. to approve separate and consolidated financial statements of the Bank of 2008;

3. to approve the distribution of the profit (loss) of the Bank. It was decided to transfer the 2008 net profit of LTL 70.737 million to the Bank's distributable profit of LTL 70.741 following the revaluation of reserve of the fixed assets by the amount of LTL 4 thousand, that was ascribed to disposed of or fully depreciated fixed assets and transfer this amount to retained earnings. To use part of the distributable profit in the amount of LTL 3.537 million for compulsory deductions to mandatory reserve. To transfer the remaining amount of LTL 67.204 million in retained earnings to the next financial year;

4. to approve the remuneration terms for the attendance of Supervisory Council meetings and other expenses related to the participation in the meetings in 2009 to the independent members of the Supervisory Council of the Bank only;

5. to elect close stock company „Ernst & Young Baltic“ as an audit firm to perform audit of the annual financial statements of the Bank for the year 2009 and to authorize the president of the Bank to establish the terms and conditions of the Agreement on auditing services according the remuneration terms established by the shareholders' meeting.

6. to elect Juergen Machalett and Andreas Fichelscher to the Supervisory Council of the Bank until expiry of the term of office of the current Supervisory Council and to establish that the newly elected members will start the office following the receipt of the permission from the Bank of Lithuania to become managers of the Bank. The newly elected members of the Supervisory Council, who represent the ultimate shareholder of the Bank - Germany's bank Norddeutshe Landesbank Girozentrale - will replace Dr. Juergen Allerkamp and Georg Christoph Schulz who resigned from their positions on the Supervisory Council on 30 March 2009.

7. to revoke the resolutions passed by the Extraordinary General Meeting of Shareholders of the Bank on 29 September 2008 to increase the authorized capital of the bank by additional contributions of shareholders and to amend the bylaws of the bank and to increase the authorised capital of the Bank by additional contributions of shareholders by LTL 65,666,610, i.e. from LTL 590,998,800 to LTL 656,665,410, by issue of 571,014 new ordinary registered shares with par value of LTL 115 each and minimum issue price of each share - LTL 125. Minimum issue price of all issued shares was set at LTL 71,376,750.

To establish that the newly issued shares shall be paid up in monetary contributions. The newly issued shares shall be subscribed by the shareholders of the Bank which were shareholders of the Bank on the end of the tenth business day following this ordinary general meeting of shareholders. Subscription and allotment of shares shall take 25 calendar days. Other terms and conditions of the share issue shall be established in the Share Prospectus of the Bank.

Should any shares remain unsubscribed upon expiry of the share subscription period, the authorised capital of the Bank shall be increased by the aggregate amount of the par value of the shares subscribed. The aim of the increase of the authorized capital of the Bank is to ensure the further balanced growth of the Bank's business.

8. to amend the wording of III chapter 3.5 article of the Bylaws of the AB DnB NORD Bankas and to word it as follows:

“3.5. The authorised capital of the Bank shall be the par value of all registered shares. The authorised capital of the Bank shall be LTL 656 665 410 (six hundred fifty six million six hundred sixty five thousand four hundred ten Litas), it shall be divided into 5 710 134 (five million seven hundred and ten thousand one hundred and thirty four) ordinary registered shares. The par value of a share shall be LTL 115 (one hundred and fifteen Litas).”

To amend the wording of VIII chapter 8.9 article of the Bylaws of the AB DnB NORD Bankas and to word it as follows:

“8.9. Any meeting of the Management Board shall be deemed held and the Management Board may take decision therein when more than 2/3 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 Management Board shall be deemed taken when more than a half of the elected Management Board Members vote for it. 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.”