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, 1 October 2021

Reference is made to the offer document dated 23 April 2021 (the "Offer Document") and subsequent stock exchange announcements, including 24 May 2021 (extension of the Offer Period until 7 June 2021) and 7 June (final extension of Offer Period until 14 June 2021, reduction of minimum acceptance condition to 2/3 and an increase of the Offer Price to NOK 108.85), 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 (the "Offer").

The Offeror currently owns approximately 9.9% of the Shares and has received acceptances from approximately 81.3% of the Shares not already owned by the Offeror. Following settlement of the Offer, the Offeror will hold approximately 91.2% of the Shares and votes in the Company.

As announced by the Company on 1 October 2021, the Company has decided to make a dividend distribution in the amount of NOK 4.40 per Share (the "Dividend") to its eligible shareholders. As set out in Section 3.2 (Offer Price) and Section 3.8 (Amendments to the Offer) of the Offer Document, the offer price, currently at NOK 108.85 per Share (the "Offer Price"), may be adjusted to compensate for the distribution of dividends by the Company.

The Offeror hereby announces that the Offer Price is reduced by NOK 4.40 per Share to NOK 104.45 per Share. Including the Dividend of NOK 4.40 per Share, the total compensation to shareholders that have accepted the Offer remains unchanged at NOK 108.85 per Share. The Offer Price (as revised) is still subject to the terms and conditions of the Offer as set out in the Offer Document, including further adjustments.

No other amendment to the Offer than the adjustment to the Offer Price is made in this announcement. The full terms and conditions of the Offer are set out in the Offer Document and previously announced amendments to the Offer.

Oslo Børs, in its capacity as take-over supervisory authority in Norway, has approved this amendment to the Offer.

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: +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.

The Norwegian central bank, Norges Bank, yesterday raised the key policy rate by 0.25 percentage points. DNB has today decided to increase the interest rate on home mortgages by up to 0.25 percentage points. 

"Norges Bank’s key policy rate increase marks the end of an historical period with zero interest rates. We are approaching normality. Our home mortgage customers will still have a very low interest rate after this adjustment," says Ingjerd Blekeli Spiten, Group Executive Vice President for Personal Banking in DNB. 

All customers whose interest rates are adjusted, will be given information in the Internet bank or receive a letter by regular post, explaining how their home mortgage will be affected. The new interest rates will be effective from 28 September for new customers, and from 12 November for existing customers. 

For further information:  

Vibeke Hansen Lewin, EVP Communications, tel. (+47) 990 13 349 

Rune Helland, Head of Investor Relations, tel.: (+47) 23 26 84 00/(+47) 977 13 250 

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

Ida Lerner is the new CFO of DNB, effective from 1 November.

“Now that Ottar wants to make the transition to a new working life, I’m very pleased that Ida has accepted this exciting challenge. She has extensive insight into DNB’s operations, risk, strategy and financial situation. Over a number of years, Ida has stood out as a strong and brave manager who has what it takes to be a CFO,” says Group Chief Executive Officer Kjerstin Braathen.

Ida Lerner has 14 years’ experience from DNB, the last four as Group Executive Vice President for Risk Management. She has previously been Head of DNB CEMEA (Central Europe, Middle East and Africa) in London, and also has experience from Large Corporate Banking at HSBC and stock brokerage at Nordea.

"I look forward to starting in a new role. DNB is one of Europe’s best capitalised banks, and one of a few banks to successfully implement its dividend policy, even through the past few, challenging years. I’m taking over the responsibility as CFO in a bank that has strong financial results and a solid portfolio quality,” says Ida Lerner.

Ottar Ertzeid has decided to leave DNB after 32 years of employment in the Group. For 18 years he was in charge of Norway’s largest brokerage house, DNB Markets, and he has served as CFO for the past two years.

"I am grateful and privileged to be able to look back on fantastic career in DNB. It was a difficult decision to leave my exciting tasks and good colleagues. I have complete faith in the bank’s financial and strategic position. I would, however, like to spend the remaining years of my working life using my expertise in a freer role, such as board positions. I also want to be more active in the securities market with my own funds, and these wishes are incompatible with my current position as CFO,” says Ottar Ertzeid.

Ertzeid will act as an M&A adviser in DNB until the spring of 2022.

"Ottar has made a lasting impact in DNB. I am very thankful for the job he has done, in particular the significant results he helped us achieve. Through a difficult period for the Norwegian economy, he has remained rock solid. His track record as Head of DNB Markets for 18 years is impressive. We hope we can continue to use his expertise in boards within the DNB Group,” says Braathen.

As of September, DNB’s Group Management Team also includes the following new members:
Sverre Krog, Chief Risk Officer
Anne Sigrun Moen, Group EVP of People
Benjamin Golding, Group EVP of Payments & Innovation

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, 26 August 2021

Reference is made to the offer document dated 23 April 2021 (the "Offer Document") and subsequent stock exchange announcements 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 (the "Offer").

Today, The Norwegian Competition Authority (“NCA”) issued a reasoned Statement of Objections against the Offeror’s contemplated acquisition of the Company. The Statement of Objections is based on the NCA’s preliminary concerns related to possible effects on competition caused by the acquisition in the market for fund distribution.

The market for fund distribution is dynamic and rapidly growing, and the Offeror experiences strong competition in the market from a range of incumbents and new market players. The Offeror will now thoroughly examine the Statement of Objections and the NCA’s preliminary assessment of how the acquisition may affect competition in the market.

The NCA emphasises that the issuing of a Statement of Objections is the NCA’s preliminary assessment, and does not prejudge the outcome of the NCA’s investigations.  The parties have until 16 September 2021 to reply to the Statement of Objections. The final deadline for the NCAs review will expire on 7 October 2021. The NCA may however at any stage close its investigation of the acquisition provided that it finds that the criteria for intervention is not met.

The Offeror will continue to cooperate closely with the NCA and provide all relevant information in order for the NCA to close its investigation as quickly as possible.

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.

Supplementary Information for Investors and Analysts

First quarter 2003

Nordlandsbanken

Gjensidige NOR ASA

Second quarter 2003