Riga Stock Exchange							07.10.2004



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, 

Customers’ Service Centre of Riga Branch, 

6 Smilšu iela, Riga, LV-1803 





APPROVED

by Extraordinary Shareholders’ meeting 

of NORD/LB Latvija JSC

05 October 2004

Minutes No. 2