At the ordinary general meeting of shareholders 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”) to be held
on 30 March 2009 at 10.00 a.m. at the registered office of the Bank, address J.
Basanavičiaus St. 26, Vilnius, in the hall of the sixth, the shareholders will
be offered to approve the following resolutions:
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 is proposed
to transfer the 2008 net profit of LTL 70.737 million to the Bank's
distributable profit of LTL 70.741 million following the revaluation of reserve
of the fixed assets by the amount of LTL 4 thousand, that is 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. considering the resignation of Dr. Juergen Allerkamp and Georg Christoph
Schulz from the Supervisory Council, to elect Juergen Machalett and Andreas
Fichelscher to the Supervisory Council until expiry of the term of office of
the current Supervisory Council. To establish that the newly elected members of
the Supervisory Council Juergen Machalett and Andreas Fichelscher will start
the office following the receipt of the permission from the Bank of Lithuania
to become managers of the Bank. Aforementioned persons represent ultimate
shareholder of the Bank - Germany's bank Norddeutshe Landesbank Girozentrale -
on the Supervisory Council.
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 is 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.
3.8. 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.”
The accounting day of the meeting shall be 23 March 2009.
Full text of draft resolulutions with annexes are available for the
shareholders of the Bank at the Investment Banking Department of the Bank at J.
Basanavičiaus St. 26, Vilnius, (tel. +370 5 2393503).
Andrius Vilkancas
Press Officer
tel. +370 5 239 3413
