1. Increase of share capital of NORD/LB Latvija JSC

1  .        With  the  purpose to increase the share capital of NORD/LB

Latvija JSC (hereinafter referred to as the "Bank") in order to develop

and further expand its operations, to develop and introduce new banking

services,  shareholders'  meeting resolves to increase the Bank's share

capital as follows:

1.1.       Increase  the  share  capital  of  NORD/LB  Latvija  JSC  by

16,800,004.00  (Sixteen  million eight hundred thousands and four lats)

by  issuing  in  12th closed share issue 16,800,004 ordinary registered

voting shares with face value LVL 1,00 (One lat) per share;

1.2.        Approve   NORD/LB  Latvija  JSC  12th  Closed  Share  Issue

Conditions.

Authorise  the Management Board of NORD/LB Latvija JSC to take each and

every  action  to  increase  share  capital  of  NORD/LB Latvija JSC in

accordance with above mentioned conditions.

In addendum: NORD/LB Latvija JSC 12th Closed Share Issue Conditions;

2. Amendments to Articles of Association of NORD/LB Latvija JSC

1. Express Article 3.1 of Articles of Association of NORD/LB Latvija as

follows:

"3.1.  The Company's capital shall amount to LVL 36,960,900 (thirty six

million  nine  hundred sixty thousand nine hundred lats). The Company's

capital  shall  consist  of  36,960,900  shares. Their face value shall

amount to LVL 1 (one lat) per share."

2.  Authorise  the Management Board of NORD/LB Latvija JSC to take each

and  every action to register above mentioned amendments to Articles of

Association   of  NORD/LB  Latvija  JSC  with  Commercial  Register  in

conformity of Commercial Law.



  CONDITIONS OF THE 12TH CLOSED SHARE ISSUE

1.  The purpose of the issue

The  purpose  of the 12th closed issue is to increase the share capital

of  the  NORD/LB Latvija JSC (hereinafter referred to as the "Bank") in

order  to  develop  and  further  expand its operations, to develop and

introduce  new  banking  services.  The  increase  of  the Bank's share

capital  will  take  place  pursuant  to  the  decision  of the General

Shareholders' meeting dated 05 October 2004.

2. Paid-in share capital

As  at  the  date  of  approval  of  the  12th  Share  Issue Conditions

(hereinafter referred to as the "Conditions") the Bank's registered and

paid-in share capital amounts to LVL 20,160,896.00 (Twenty millions one

hundred  sixty  thousands  eight  hundred  ninety  six lats) made up of

20,160,896.00  (Twenty  millions  one  hundred  sixty  thousands  eight

hundred ninety six) registered shares with par value LVL 1.00 (one lat)

per share.

3. The Bank's 12th closed share issue

3.1 Increase of share capital

Resulting  from the 12th closed share issue of the NORD/LB Latvija JSC,

the  Bank's  share  capital will increase by LVL 16,800,004.00 (Sixteen

million  eight  hundred thousands and four lats). Thus, the total share

capital  will amount to LVL 36,960,900 (thirty six million nine hundred

sixty thousand nine hundred lats).

3.2 Shares to be issued

In  the  12th  closed share issue will be issued 16,800,004.00 (Sixteen

million  eight  hundred  thousands and four) registered shares with the

par  value LVL 1,00 (one lat) per share (hereinafter referred to as the

"New Shares"). Shares will be issued in a dematerialised form.

 A  single  New  Share  will give its holder the right to 1 vote at the

Bank's   Shareholders'  meeting.  For  the  New  Shares  no  additional

privileges and rights will be determined.

  3.3 The sales price for the New Shares

The  sales  price  of  the New Shares shall be LVL 1.25 (One lat and 25

centimes)  per  share and it shall be made up of the share par value of

LVL 1.00 and share premium of LVL 0.25.

Subscribing  to  the  New  Shares,  the subscriber will have to pay the

sales  price  of  the  New Shares in the amount specified in the fourth

paragraph  of  item  4.3  hereof.  The  Strategic Investor Norddeutsche

Landesbank  Girozentrale  shall have the rights to make the payment for

the  New  Shares  in freely convertible currency at the Bank's exchange

rate as on the payment date.



4. Subscription to the New Shares

4.1 Shareholders with pre-emption rights

Only the Bank's existing shareholders shall have the right to subscribe

to  the  New  Shares, by using their pre-emption rights pursuant to the

Commercial  Law,  Article  251,  and  the  procedure  specified herein.

Pre-emption  rights  shall  have the persons registered in shareholders

register  on  05  October  2004, consisting of owners of Banks's shares

included  in the regulated market which are registered in the list made

by  the  Latvian  Central  Depository  and  owners of Bank's shares not

included   in   the   regulated   market  registered  with  the  Bank's

Shareholders  Book. In  total, the Bank's shareholders may subscribe to

16,800,004.00  (Sixteen  million  eight hundred thousands and four) New

Shares.

One Ordinary Share give the right to subscribe to 0.8332965 (zero point

eights  three three two nine six five) New Shares (hereinafter referred

to as the "Pre-emption Rights").



4.2 Commencement of the subscription

The  subscription  to the New Shares shall commence on the day when the

announcement  of  the  Bank's 12th closed share issue and invitation to

the  existing  shareholders  to  exercise  their  Pre-emption Rights is

published  in  the newspaper "Latvijas Vēstnesis" (hereinafter referred

to  as  the  "Publication  Day"). On the Publication Day the Bank shall

send  a notice regarding increase of share capital by 12th closed share

issue  to  every  shareholder  registered  with the Bank's Shareholders

Book. The  subscription  to  the  New  Shares shall be performed in two

stages.



4.3 Subscription first stage

During  the  first  subscription stage, the existing shareholders shall

exercise their Pre-emption Rights to purchase New Shares within 1 (one)

month  after  the  Publication  Day. A shareholder shall be entitled to

exercise  his  Pre-emption  Rights  in  full, by subscribing to all New

Shares  due  to him pursuant to the Pre-emption Rights or partially, by

subscribing  to  a certain number of the New Shares or to the number of

New Shares corresponding to his Pre-emption Rights.



By  subscribing  to  the  New  Shares,  the existing shareholders shall

complete  and  submit  to  the Bank the New Shares Purchase Application

form  (hereinafter  referred  to as the "Application"). The Application

form is attached as Schedule 1. At the same time the shareholder should

state  in the Application whether it subscribes to the New Shares which

are  additional  to  the  quantity due to the shareholder in compliance

with  its  Pre-emption  Rights  and  which  will  be sold at the second

subscription  stage  (hereinafter  referred to as "Additional Shares").

The  shareholder  will  have the right to specify the maximum number of

New Shares it is subscribing to.



If  the  shareholder  is  willing  to  subscribe to a smaller number of

shares  than  he  is  entitled  to  in  compliance with his Pre-emption

Rights,  the  Application  should  state  the  number of New Shares the

shareholder is subscribing to.



At  the same time the shareholder shall pay the full sales price of the

New  Shares  the  shareholder  has  subscribed in accordance with these

Conditions  (hereinafter  referred to as the "Subscription Amount"). If

the  sales  price  of the New Shares is paid by a banking transfer, the

documents  evidencing  the payment of the sales price in the amount set

out in this paragraph should be attached to the Application.



The Application may be submitted within one month after the Publication

Day  ("Application  Period").  Applications  should be submitted to the

address specified in item 5 hereof.



Submitting  the  Application,  the  shareholder  that has stated in the

Application  that  he is willing to purchase Additional Shares shall at

the same time subscribe to the number of Additional Shares indicated in

the  Application.  If  it  is  specified  in  the  Application that the

shareholder  is subscribing to Additional Shares but the number of such

Additional Shares is not indicated, the shareholder shall be treated to

have subscribed to all Additional Shares the shareholder is entitled to

claim for, pursuant to these Conditions.



Accepting  the Application, the Bank shall be entitled to check whether

the  Application is completed correctly and all necessary documents are

attached thereto. The Bank shall have the right to reject incomplete or

incorrect  Applications, as well as Applications to which all necessary

documents are not attached.



The   Application  shall  be  deemed  as  not  submitted  if  the  full

Subscription  Amount  is  not  credited  on the Bank's account within 3

(three) days after the expiration of the Application Period.



4.4 Subscription second stage

Upon expiry of the Application Period the Bank's Management Board shall

determine  how  many  New  Shares are left after the first subscription

stage has been completed and the Bank's existing shareholders have paid

for the New Shares in compliance with their Pre-emption Rights (or such

smaller  number of New Shares which was specified by the shareholder in

the respective Application).



 The  Additional  Shares  shall  be  sold to the shareholders that have

specified in their Applications that they are willing to buy Additional

Shares.  At  the second stage of the subscription the Additional Shares

shall be sold to shareholders in the number in proportion to the number

of  shares  owned  by  the respective shareholders before they exercise

their  Pre-emption  Rights  against the total number of shares owned by

all  shareholders willing to buy Additional Shares before they exercise

their Pre-emption Rights.



To  the  shareholder,  who has specified in the Application the maximum

number  of  New Shares to be bought which is smaller than number of New

Shares  the  respective shareholder is entitled to claim for as set out

in  the  preceding paragraph, during the second subscription stage such

number  of Additional Shares shall be sold which, together with the New

Shares   bought   by   such  shareholder  pursuant  to  the  respective

Pre-emption  Rights,  does  not  exceed  the  maximum number of the New

Shares specified in the Application. The number of shares to which such

shareholder  may  claim  but  which  exceeds  the maximum number of New

Shares specified in the Application shall be sold to other shareholders

who  have  stated that they are willing to buy Additional Shares as set

out  in  the  preceding  paragraph. If the maximum number of New Shares

specified  by the shareholder in the Application exceeds the amount the

respective  shareholder  is  entitled  to claim for, the shareholder is

entitled to purchase such amount of Additional Shares as set out in the

preceding paragraph



These  Conditions  provide  that  before  a  shareholder  exercises the

Pre-emption  Rights  he owns such number of the Bank's shares, which is

specified  in  the list of the Central Depository and/or filed with the

Bank's Shareholders Book as on 05 October 2004.

The  Bank's Management Board shall notify the shareholder of the number

of  Additional  shares  he has subscribed to and which shall be sold to

him  at  the  second subscription stage (hereinafter referred to as the

"Subscription  Notice")  by registered mail within 7 (seven) days after

the end of the Application Period.



The  full  payment  for  the  Additional Shares shall be made within 10

(ten) days after the date the Subscription Notice is mailed. Additional

Shares  shall be deemed as paid for on the date when the purchase price

for the Additional Shares is received on the Bank's account. Additional

Shares not paid for within the specified period of time shall be deemed

as not subscribed.



Non-subscribed  shares  shall  be sold to the Bank's Strategic Investor

Norddeutsche  Landesband  Girozentrale  and  they should be paid for in

full  by  30 December 2004. In case of non-payment the consequences set

out in the preceding paragraph shall apply.



4.5 Registration of shares

The buyer of the New Shares shall be filed with the Bank's Shareholders

Book no later than on the next business day after the Bank has received

the  Application  (together  with all necessary documents) and the full

purchase price of the New Shares is credited on the Bank's account.



4.6 Closing of the issue

If by 30 December 2004 (inclusive) the announced share capital increase

is not fully subscribed to, the 12th closed share issue shall be deemed

to have taken place only in the amount of shares subscribed to.



5. Place and time of the subscription

The  subscription  to the shares of the 12th closed share issue will be

made on business days, 9.30 a.m. to 5.00 p.m. in: NORD/LB Latvija JSC ,

6 Smilšu iela, Riga, LV-1803