DRAFTS OF DECISIONS of Ordinary Shareholders' Meeting of AS DnB NORD Banka 27 March 2007


Review and approval of the annual report for year 2006 of AS DnB NORD Banka 
Approve the Annual Report together with Dependency Statement for year 2006 of
AS DnB NORD Banka submitted by the Management Board and reviewed by the
Supervisory Council. 

Release of the members of the Management Board of AS DnB NORD Banka from
responsibility for year 2006 
Release the members of the Management Board of AS DnB NORD Banka Andris
Ozolins, Gundars Andzans, Aivars Flemings, Ivars Kapitovics, Rudolf Franz
Karges and Michael Kiesewetter from responsibility for year 2006. 

Distribution of the profit of AS DnB NORD Banka
1. Turn the profit of AS DnB NORD Banka for year 2006 in total amount of LVL
9,870,003.65 (Nine million eight hundred seventy thousand and three Lats and 65
santimes) for covering losses of previous years. 

Increase of share capital of AS DnB NORD Banka
1. With the purpose to attract additional capital to develop and further expand
AS DnB NORD Banka operations, shareholders' meeting resolves: 
1.1. Increase share capital of AS DnB NORD Banka by up to LVL 42,200,000.00
(Forty two million two hundred thousand) in 2007 by issuing up to 21.100.000,00
(Twenty one million one hundred thousand) ordinary registered voting shares
with par value LVL 1,00 (One lat) per share in 15th closed share issue and up
to 21.100.000,00 (Twenty one million one hundred thousand) ordinary registered
voting shares with par value LVL 1,00 (One lat) per share in 16th closed share
issue. 
1.2. Authorise the Management Board of AS DnB NORD Banka to decide on
commencement of share issues mentioned above, as well as approve AS DnB NORD
Banka 15th and 16th Closed Share Issue Conditions and Issue Prospectus, based
on following: 
1.2.1. pre-emption rights of existing shareholders shall be determined based on
number of shares owned by shareholders on 27 March 2007; 
1.2.2. the term of payment for shares shall be 1 month as from day of
announcement on share issue is published in official newspaper “Latvijas
Vēstnesis”; the shares not paid in the mentioned term shall be offered to those
shareholders who has used their pre-emption rights. 
1.2.3. the purchase price shall be LVL 1.00 (one lat) per share, consisting of
par value of share; 
1.2.4. newly issued shares shall be entitled benefit from profit distribution
as from financial year 2007; 
1.2.5. share issue shall be deemed to have taken place only in the amount of
shares paid in. In case the amount of shares demanded will exceed the amount of
shares offered, the amount of shares on which shareholders are entitled to
purchase will be stated in accordance with amount of shares owned by
shareholder on 27 March 2007. 
2. Authorise the Management Board of AS DnB NORD Banka to take each and every
action to increase share capital of AS DnB NORD Banka in accordance with above
mentioned conditions. 

Amendments to the Articles of Association of AS DnB NORD Banka
1. To make the following amendments to the Articles of Association of AS DnB
NORD Banka: 
1.1. Express Article 4.2 of Articles of Association of AS DnB NORD Banka as
follows: 
“The Management Board shall have the right to take decisions if attended by
more than one half of the number of Board members set out in the Articles of
Association. The Management Board shall pass its decisions by simple majority
of present votes. In case of a split vote Chairperson of the Management Board
shall have the casting vote.” 
1.2. Express Article 5.1 of Articles of Association of AS DnB NORD Banka as
follows: 
“The Supervisory Council shall consist of eight Council members.”
1.3. Express Article 5.2 of Articles of Association of AS DnB NORD Banka as
follows: 
“The Council shall have the right to take decisions if its meeting is attended
by more than one half of the number of the Council members set out in the
Articles of Association. The Council shall pass its decisions by simple
majority of present votes. In case of a split vote Chairperson of the Council
shall have the casting vote.” 
2. Authorise the Management Board of AS DnB NORD Banka to approve the
amendments in Article 3.1 of Articles of Association based on the results of
15th and 16th closed share issues. 
3. Authorise the Management Board of AS DnB NORD Banka to take each and every
action to register above mentioned amendments to Articles of Association of AS
DnB NORD Banka with Commercial Register in conformity of Commercial Law. 

Election of Supervisory Council AS DnB NORD Banka
1. Elect Supervisory Council of AS DnB NORD Banka in following composition: 
Dr. Jürgen Allerkamp;
Mr. Juris Binde;
Mr. Torstein Hagen;
Mr. Sven Herlyn;
Dr. Stephan-Andreas Kaulvers;
Mr. Jarle Mortensen;
Ms. Baiba Rubesa;
Mr. Pål Skoe.
2. Assign the Management Board of AS DnB NORD Banka to take all necessary
actions to register composition of the Supervisory Council with Commercial
Register. 


Stating remuneration for members of Supervisory Council of AS DnB NORD Banka
State the following remuneration for Supervisory Council in year 2007:
1. fixed amount of EUR 750.00 (Seven hundred fifty Euro) per each meeting of
Supervisory Council for each Supervisory Council member not being an employee
of Bank DnB NORD, DnB NOR Bank ASA or NORD/LB groups; 
2. the annual bonus in amount of EUR 5000.00 (Five thousand Euro) for each
member of Supervisory Council. 

Election of the chartered auditor of AS DnB NORD Banka for year 2007
1. Elect “PricewaterhouseCoopers” (Registration No. 000314279) as the chartered
auditor of AS DnB NORD Banka for year 2007, stating the remuneration in
accordance with the budget of AS DnB NORD Banka for year 2007, approved by
Supervisory Council of AS DnB NORD Banka. 
2. Authorise the Management Board of AS DnB NORD Banka to conclude the contract
on auditing with “PricewaterhouseCoopers”.