DNB's Annual General Meeting was held on 27 April 2021. The Annual General Meeting was held digitally due to COVID-19.

All items on the agenda were adopted as proposed, cf. the notice published on 6 April 2021. Regarding item 10, the Annual General meeting endorsed the continuation of the Articles of Association adopted as part of the merger plan, which stipulate a maximum of eight shareholder-elected members of the Board of Directors.

The minutes from the Annual General Meeting are attached.

Company information

The information is subject to the disclosure requirements set out in section 5-12 of the Norwegian Securities Trading Act. This email was sent by DNB. 

Visit our website dnb.no for more information.

The Annual General Meeting of DNB ASA was held on 27 April 2021. At the Annual General Meeting Gro Bakstad was re-elected as a board member until the completion of the merger between DNB ASA and DNB Bank ASA.

The Board of Directors of DNB ASA has the following members until the completion of the merger:

Olaug Svarva (Chair of the Board)                                                          
Svein Richard Brandtzæg (Vice Chair of the Board)                                             
Jens Petter Olsen                                                                                                  
Jaan Ivar Semlitsch                                                                                               
Gro Bakstad (re-election)

Lillian Hattrem (employee representative)
Stian Tegler Samuelsen (employee representative)

Ann-Mari Sæterlid (deputy employee representative)
Sigmund Hollerud (deputy employee representative) 

Further, the Annual General Meeting of DNB ASA endorsed the recommendation of the Election Committee to the Annual General Meeting of DNB Bank ASA.

The Annual General Meeting of DNB Bank ASA was also held on 27 April 2021. The Annual General meeting endorsed the Election Committee’s proposal to continue the current Board of Directors until the completion of the merger between DNB ASA and DNB Bank ASA.

The Board of Directors of DNB Bank ASA has the following members until the completion of the merger:

Olaug Svarva (Chair of the Board)
Kim Wahl (Vice Chair of the Board)
Julie Galbo
Eli Solhaug (employee representative)
Jannicke Skaanes (employee-elected observer)

Tore Müller Andresen (deputy employee representative)
Roy Olsen-Nauen (deputy employee-elected observer)

Effective from the merger date, the Annual General Meeting of DNB Bank ASA elected Svein Richard Brandtzæg as the new Vice Chair of the Board, and Jaan Ivar Semlitsch, Gro Bakstad and Jens Petter Olsen as new board members with a term of office of up to two years.

Following this, the Board of Directors of DNB Bank ASA will have the following members effective from the merger date:
Olaug Svarva (Chair of the Board)                                                           2022
Svein Richard Brandtzæg (new Vice Chair of the Board)                        2023
Gro Bakstad (new election)                                                                      2023
Jaan Ivar Semlitsch (new election)                                                          2023
Jens Petter Olsen (new election)                                                             2023
Kim Wahl                                                                                                  2022
Julie Galbo                                                                                               2022

Stian Tegler Samuelsen (employee representative)                                2022
Lillian Christin Hattrem (employee representative)                                  2022
Eli Solhaug (employee representative)                                                    2022
Jannicke Skaanes (employee-elected observer)                                     2022

Ann-Mari Sæterlid (deputy employee representative)                              2022
Sigmund Hollerud (deputy employee representative)                              2022
Tore Müller Andresen (deputy employee representative)                        2022
Roy Olsen-Nauen (deputy employee-elected observer)                          2022
 

Company information

The information is subject to the disclosure requirements set out in section 5-12 of the Norwegian Securities Trading Act. This email was sent by DNB. 

Visit our website dnb.no for more information.

DNB’s profit for the first quarter of 2021 was NOK 5 885 million, which is NOK 1 884 million higher than in the corresponding period of 2020. The bank is experiencing an explosive growth in the savings area, and DNB’s financial position has never been stronger.

The market for savings products, shares and mutual funds reached historically high levels in the quarter, and DNB now has record volumes under management, with strong deposit growth in all customer segments. The Norwegian economy continued to recover in the first quarter, and the authorities’ zero-interest-rate policy has contributed to increasing the liquidity of Norwegian companies and households.

“We’re seeing a paradigm shift in the savings area. DNB has sold more mutual funds this quarter than ever before. During the period, we have also seen great interest in investing in sustainable alternatives. We have recently strengthened our commitment to offering ESG funds, and soon we will be launching DNB Klima Indeks, a mutual fund that, to the best of our knowledge, is the very first in Norway to be fully aligned with the Paris Agreement,” says CEO Kjerstin Braathen.

Personal customers’ net subscriptions to mutual funds through DNB’s own channels reached an unprecedented NOK 6.9 billion in the first quarter. At the same time, the personal customers segment saw an explosive growth in savings agreements, with the number of agreements exceeding 500 000 in total. DNB also set new records for digital sales in the quarter, reaching 250 000 users of the Spare app, which now accounts for 30 per cent of the bank’s sales of mutual funds.

High activity in all segments

The low interest rate level continues to affect banks’ interest income. Net interest income in the first quarter was NOK 9 230 million, which is NOK 1 166 million, or 11.2 per cent, lower than in the corresponding quarter of 2020. The decline in interest income can mainly be attributed to last year’s interest rate reductions and a stronger Norwegian krone.

Considerable activity relating to capital raising and management has generated a healthy income for the bank. Net commission and fee income increased by NOK 394 million, or 17.6 per cent, compared with the first quarter of 2020. A high level of activity in the housing market resulted in good income for real estate brokerage and solid growth in lending to personal customers.

“Although some industries and regions are still affected by the infection control measures, it is gratifying to see that the authorities’ plan for the reopening of society is generating increased activity and optimism, among both businesses and the population as a whole. The lending growth in the SME market continued in the first quarter, with an increase of 2.3 per cent. At the same time, our start-up advisers saw a significant growth in the number of startups. This says something about the strong restructuring power inherent in the Norwegian business community,” says Braathen.

Strong capitalisation and net reversals

Earnings per share (EPS) were NOK 3.65 in the first quarter, compared with NOK 2.28 in the first quarter of 2020 and NOK 3.28 in the fourth quarter of 2020. DNB’s financial position has never been stronger, with a common equity Tier 1 (CET1) capital ratio of 19.2 per cent.

The bank had net reversals on impairment provisions of NOK 110 million in the first quarter. This is an improvement compared with both the previous quarter and the first quarter of last year, which saw net impairment provisions of NOK 1 250 million and NOK 5 771 million, respectively.
 

Financial key figures for the first quarter of 2021 (figures for the corresponding quarter in 2020):

• Pre-tax operating profit before impairment amounted to NOK 7.5 billion (10.1)

• Profit for the quarter was NOK 5.9 billion (4.0)
• Earnings per share were NOK 3.65 kroner (2.28)
• Return on equity was 10.0 per cent (6.5)
• Cost/income ratio was 43.6 per cent (35.3)
• Common equity Tier 1 (CET 1) capital ratio was 19.2 per cent (17.7)

Further details on DNB’s results can be found on ir.dnb.no.

Today, 30 April 2020, a total of 178,106 shares in DNB ASA were acquired on behalf of certain leading employees and risk takers. The purchase was executed collectively at an average price per share of NOK 180.6076.

The shares were acquired in accordance with the regulation on remuneration in financial institutions etc., which states that at least half of annual variable remuneration shall be awarded as shares and be subject to certain lock-up mechanisms.

The employees have been given a compensation for decreased share value resulting from the lock-up at approximately 12.0%.

A list of primary insiders of DNB ASA that have increased their shareholding is attached.

This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

Today, 30 April 2020, a total of 178,106 shares in DNB ASA were acquired on behalf of certain leading employees and risk takers. The purchase was executed collectively at an average price per share of NOK 180.6076.

The shares were acquired in accordance with the regulation on remuneration in financial institutions etc., which states that at least half of annual variable remuneration shall be awarded as shares and be subject to certain lock-up mechanisms.

The employees have been given a compensation for decreased share value resulting from the lock-up at approximately 12.0%.

A list of primary insiders of DNB ASA that have increased their shareholding is attached.

This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

On 7 December 2020, DNB announced that a preliminary report from Finanstilsynet (the Financial Supervisory Authority of Norway) indicated the possibility of an administrative fine of NOK 400 million, due to inadequate compliance with the Norwegian Anti-Money Laundering Act. Today, Finanstilsynet publishes its final report in this case, confirming that the fine is imposed. DNB has already recorded the total fine in its annual accounts for 2020.

Finanstilsynet today also publishes a report from December 2020 on investigations regarding the Icelandic fisheries company Samherji. Samherji has been accused of money laundering and corruption in connection with the company's activities in Namibia. Økokrim (the Norwegian National Authority for Investigation and Prosecution of Economic and Environmental Crime) carried out a thorough investigation of DNB's role in the Samherji case. The police dropped the case against DNB on 11 February 2021, after DNB had disclosed all relevant information.

The incidents covered by Finanstilsynet in the Samherji case partly took place so many years ago that they are time-barred, and occurred when the old anti-money laundering act was still in force. DNB's anti-money laundering efforts have since been significantly intensified.

DNB acknowledges that there were shortcomings related to customer due diligence in the six companies as noted by Finanstilsynet in connection with the Samherji case. The bank's own investigations have uncovered the same shortcomings that Finanstilsynet points to.

Partly as a result of the Samherji case, DNB has done a great deal of work on reviewing the customer portfolio. The purpose is for the bank to know the customers and understand the money laundering risk they represent. This work is extensive.

Not under suspicion of money laundering

DNB has not been under suspicion of money laundering or complicity in money laundering. Finanstilsynet is critical of DNB's compliance with the AML regulations. Meeting the authorities' expectations in the area of anti-money laundering to help combat financial crime is an important part of DNB's corporate responsibility. 

DNB spends considerable resources in the battle against money laundering. Nevertheless, DNB acknowledges that the anti-money laundering efforts had not given sufficient results at the time of the inspection, and the bank therefore accepts Finanstilsynet's fine.

The Board's top priority

In the past few years, DNB has implemented several measures to strengthen its anti-money laundering efforts. Organisation, risk assessment, risk classification and electronic monitoring are areas that have been significantly strengthened. The Board and Group Management regularly follow up this important work.

DNB does not recognize Finanstilsynet's assessment that the Board and management failed to prioritise anti-money laundering.

The fight against money laundering is at the top of the Board's agenda. Finanstilsynet is right to say that there are areas in which we need to improve, but we have also made great strides in the past few years. These efforts can be continually improved, and DNB will continue to prioritise this in the years ahead.

Jens Petter Olsen, member of the Board of Directors in DNB ASA, has 4 May 2021 bought 2 930 shares in DNB ASA at a share price of NOK 182.9135. See attachment for further details.  

On 10 March 2021, the Board of Directors of DNB ASA decided to offer employees in DNB ASA shares with a discount of up to 25 % (up to NOK 14,500 per employee).

The shares were allotted today, 18 May 2021, at a gross price of NOK 181.4740 per share.

Please see attachment for further details regarding the primary insiders that made use of the offer. 

This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR WITHIN CANADA, AUSTRALIA, NEW ZEALAND, SOUTH AFRICA, HONG KONG, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL

Oslo, 24 May 2021

Reference is made to the offer document dated 23 April 2021 (the "Offer Document") for the recommended voluntary offer by DNB Bank ASA (the "Offeror"), to acquire all outstanding shares (the "Shares") in Sbanken ASA (the "Company") not already owned by the Offeror against a consideration in cash of NOK 103.85 per Share (subject to adjustment as set out in the Offer Document) (the "Offer").

The Offeror hereby announces an extension of the offer period of the Offer (the "Offer Period") until 7 June 2021 at 16:30 hours (CEST) in accordance with Sections 3.3 (Offer Period) and 3.8 (Amendments to the Offer) of the Offer Document.

As a consequence of the extension, the settlement of the Offer may be postponed correspondingly. Settlement of the Offer shall take place no later than ten (10) business days after the date on which the Offeror has announced that the closing conditions for the Offer relating to "Minimum Acceptance" and "Regulatory Approvals", as described in the Offer Document, have been fulfilled or waived by the Offeror. See Section 3.4 (Conditions for completion of the Offer) of the Offer Document for further information

The Oslo Stock Exchange has in its capacity as take-over authority of Norway approved the extension of the Offer Period. The other terms and conditions of the Offer will remain unchanged and as set out in the Offer Document.

The Offeror maintains its right to further extend the Offer Period (one or several times) on the terms and conditions set out in the Offer Document, but not beyond 5 July 2021.

As of the date hereof at 15:10 hours CEST, the Offeror has received acceptances of the Offer for a total of 56,762,195 Shares, equalling 53.1% of the outstanding Shares and votes in the Company. In addition, the Offeror owns 10,469,519 Shares, representing approximately 9.8% of the Shares and votes in the Company.

The Company's Board of Directors maintains its recommendation of the Offer on the terms and conditions described in the Offer Document and as included in the Offer Document Appendix 1.

Completion of the Offer is subject to the fulfilment or waiver by the Offeror of the conditions for completion of the Offer set out in the Offer Document. As of the date hereof, none of the conditions that require any action in order to be fulfilled have been fulfilled, and none of the conditions that refers to events that shall not occur have, to the Offeror's knowledge, occurred. The complete terms and conditions for the Offer, including procedures for how to accept the Offer and detailed information regarding settlement, are set out in the Offer Document, with the amended Offer Period for the Offer as described herein.

Acceptances of the Offer already received will remain binding and there is no need for shareholders that have already accepted the Offer to take any further action to confirm their acceptances or otherwise.

Shareholders that want to accept the Offer must fill out and return the acceptance form which is included in the Offer Document by 16:30 hours (CEST) on 7 June 2021. The Offer Document is, subject to regulatory restrictions in certain jurisdictions, available at www.dnb.no/emisjoner. Subject to regulatory restrictions in certain jurisdictions, the Offer Document may also be obtained free of charge during ordinary business hours at the offices of the receiving agent, DNB Bank ASA, Registrars Department, Dronning Eufemias gate 30, 0191 Oslo, Norway.

DNB Markets, a part of DNB Bank ASA is acting as financial advisor to the Offeror. Advokatfirmaet BAHR AS is the legal advisor to the Offeror in connection with the Offer. Arctic Securities AS is acting as financial advisor and Advokatfirmaet Thommessen AS is the legal advisor to the Company in connection with the Offer.

For further information, please contact the following persons in the Offeror:

Rune Helland, Head of Investor Relations, telephone +47 97 71 32 50

Media contact:

Thomas Midteide, GEVP Communications & Sustainability: +47 96 23 20 17

The following persons in the Company may also be contacted in connection with the Offer:

Jesper M. Hatletveit, Head of Investor Relations, +47 95 94 00 45

Henning Nordgulen, CFO, +47 95 26 59 90

Media Contact:

Kristian K. Fredheim, Head of Communications, +47 92 44 74 07

***

This information is subject to the disclosure requirements according to section 5-12 of the Norwegian Securities Trading Act.

The Offer and the distribution of this announcement and other information in connection with the Offer may be restricted by law in certain jurisdictions. When published, the Offer Document and related acceptance forms will not and may not be distributed, forwarded or transmitted into or within any jurisdiction where prohibited by applicable law, including, without limitation, Canada, Australia, New Zealand, South Africa, Hong Kong and Japan. The Offeror does not assume any responsibility in the event there is a violation by any person of such restrictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

This announcement is not a tender offer document and, as such, does not constitute an offer or the solicitation of an offer to acquire the Shares. Investors may accept the Offer only on the basis of the information provided in the Offer Document. Offers will not be made directly or indirectly in any jurisdiction where either an offer or participation therein is prohibited by applicable law or where any tender offer document or registration or other requirements would apply in addition to those undertaken in Norway.

Notice to U.S. Holders

U.S. Holders (as defined below) are advised that the Shares are not listed on a U.S. securities exchange and that the Company is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the "SEC") thereunder. The Offer will be made to holders of Shares resident in the United States ("U.S. Holders") on the same terms and conditions as those made to all other holders of Shares of the Company to whom an offer is made. Any information documents, including the Offer Document, will be disseminated to U.S. Holders on a basis comparable to the method that such documents are provided to the Company's other shareholders to whom an offer is made. The Offer will be made by the Offeror and no one else.

The Offer will be made to U.S. Holders pursuant to Section 14(e) and Regulation 14E under the U.S. Exchange Act as a "Tier II" tender offer, and otherwise in accordance with the requirements of Norwegian law. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to the offer timetable, settlement procedures and timing of payments, that are different from those that would be applicable under U.S. domestic tender offer procedures and law.

Pursuant to an exemption from Rule 14e-5 under the U.S. Exchange Act, the Offeror and its affiliates or brokers (acting as agents for the Offeror or its affiliates, as applicable) may from time to time, and other than pursuant to the Offer, directly or indirectly, purchase or arrange to purchase, Shares or any securities that are convertible into, exchangeable for or exercisable for such Shares outside the United States during the period in which the Offer remains open for acceptance, so long as those acquisitions or arrangements comply with applicable Norwegian law and practice and the provisions of such exemption. To the extent information about such purchases or arrangements to purchase is made public in Norway, such information will be disclosed by means of an English language press release via an electronically operated information distribution system in the United States or other means reasonably calculated to inform U.S. Holders of such information. In addition, the financial advisors to the Offeror may also engage in ordinary course trading activities in securities of the Company, which may include purchases or arrangements to purchase such securities.

Neither the SEC nor any securities supervisory authority of any state or other jurisdiction in the United States has approved or disapproved the Offer or reviewed it for its fairness, nor have the contents of the Offer Document or any other documentation relating to the Offer been reviewed for accuracy, completeness or fairness by the SEC or any securities supervisory authority in the United States. Any representation to the contrary is a criminal offence in the United States.