At the ordinary general meeting of shareholders (hereinafter - the “Meeting”) of AB DnB NORD Bankas (company code 112029270, VAT payer 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”) which will be convened on 28 March 2008 at 10.00 a.m. and will take place at the registered office of the Bank, address J. Basanavičiaus St. 26, Vilnius, in the hall of the sixth floor, the shareholders of the Bank will be asked to approve the following draft resolutions: 1. to approve 2007 Consolidated Annual Report of the Bank; 2. to approve financial statements of the Bank of 2007; 3. to approve the distribution of the profit of the Bank. It is proposed to reduce the revaluation reserve of the fixed assets by the amount of LTL 21 thousand, which is ascribed to disposed of or fully depreciated fixed assets and transfer this amount to retained earnings. To transfer the Bank's 2007 net profit of LTL 107.88 million to the Bank‘s distributable profit of LTL 160.54 million. To use part of the distributable profit in the amount of LTL 8.03 million for compulsory deductions to mandatory reserve. To assign the remaining amount of LTL 152.51 million in retained earnings for increase of the auhorised capital of the Bank. From the amount of EUR 36 500 (LTL 126 027), which was accumulated as expenses for the year 2007, to pay tantiems to the members of the Supervisory Council of the Bank; 4. 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 2008. 5. to increase the authorised capital of the Bank from the own funds of the Bank and by additional contributions of shareholders by LTL 227 307 045, i.e. from LTL 363 691 755 to LTL 590 998 800 by issue of 1 976 583 new ordinary registered shares with par value of LTL 115 each, as follows: - to increase the authorised capital by LTL 181 845 705 from the own funds of the Bank, i.e. from retained earnings LTL 152 511 000 and from share premium LTL 29 334 705, by issue of 1 581 267 new ordinary registered shares with par value of LTL 115 each, which shall be distributed free of charge to the shareholders in proportion to the par value of shares owned by each shareholder on the day of this ordinary general meeting of shareholders. This resolution is adopted considering the financial statements of the Bank of 2007. - by additional contributions of shareholders increase the authorised capital of the Bank by LTL 45 461 340, by issue of 395 316 new ordinary registered shares with par value of LTL 115 each and minimum issue price of each share - LTL 370, minimum issue price of all issued shares - LTL 146 266 920. 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 on the day of this ordinary general meeting of shareholders owned the shares of the Bank. 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. 6. 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 590 998 800 (five hundred and ninety million nine hundred and ninety eight thousand eight hundred Litas), it shall be divided into 5 139 120 (five million one hundred and thirty nine thousand one hundred and twenty) ordinary registered shares. The par value of a share shall be LTL 115 (one hundred and fifteen Litas).” To amend the wording of X III chapter 10.2-10.4 articles of the Bylaws of the AB DnB NORD Bankas and to word it as follows: “10.2. The Bank shall also have the right to establish other individual outlets of the Bank such as Business Regions, Customer Service Branches, Customer Service Sub-branches and Customer Self Service Centres. 10.3. A Business Region shall be an outlet subordinate to the Bank established in a location other than the Head Office for provision of financial services. The Business Region may realise its functions and objectives via the Customer Service Branches subordinate thereto. 10.4. A Customer Service Branch shall be an outlet of the Bank subordinate to a Business Region or a branch of the Bank established in a location the same as or other than the Business Region or the branch for provision of financial services.” To authorize the President of the Bank to sign the amended Bylaws of the Bank. 7. Considering the fact that the member of the Supervisory Council Mr. Pal Skoe resigns from the office of the member of the Supervisory Council as of 28 March 2008, to elect Mr.Tony Samuelsen to the Supervisory Council until expiry of the term of office of the current Supervisory Council. To establish that the newly elected member of the Supervisory Council Mr.Tony Samuelsen shall start the office following the receipt of the permission from the Bank of Lithuania to become manager of the Bank. The full texts of draft resolutions of the Meeting and annexes thereto are available for the shareholders of the Bank at the Investment Banking Department and Legal Unit at J. Basanavičiaus St. 26, Vilnius, (tel. +370 5 2393690 and +370 5 2393511). The questions to the members of the Supervisory Council and the Management Board of the Bank may be submitted to the Legal Unit at J. Basanavičiaus St. 26, Vilnius, (tel. +370 5 2393511). Andrius Vilkancas Press Officer tel. +370 5 239 3413