The Extraordinary General Meeting in DNB ASA was held on 13 June 2016 in Oslo.

The minutes of the Extraordinary General Meeting are enclosed.

DNB will publish its results for the second quarter of 2016 on Tuesday, 12 July 2016 at 7.30 am CEST.

12 July at 9.30 am CEST: press conference accessible via live web TV
Place: DNB’s head office in Bjørvika, Dronning Eufemias gate 30, Oslo.
A live broadcast will be available at www.dnb.no/en/ir.
Please register your attendance in Oslo at [email protected].
The press conference will be held in Norwegian.

12 July at 1.30 pm CEST: conference call for analysts and investors
To attend the conference call: dial (+47) 21 56 33 18 or from outside Norway: +44 (0) 20 3003 2666 or from the US: +1 646 843 4608. Password: DNB Q2.
The phonecast (listen only mode) and replay will be available at www.dnb.no/en/ir.

13 July at 7.30 am BST: breakfast conference for analysts in London
Place: DNB Bank ASA London Branch, 8th Floor, The Walbrook Building, 25 Walbrook London EC4N8AF.
Please register your attendance in London at [email protected].

Management will present the results followed by a Q&A session.

DNB will publish its results for the second quarter of 2016 on Tuesday, 12 July 2016 at 7.30 am CEST.

12 July at 9.30 am CEST: press conference accessible via live web TV
Place: DNB’s head office in Bjørvika, Dronning Eufemias gate 30, Oslo.
A live broadcast will be available at www.dnb.no/en/ir.
Please register your attendance in Oslo at [email protected].
The press conference will be held in Norwegian.

12 July at 1.30 pm CEST: conference call for analysts and investors
To attend the conference call: dial (+47) 21 56 33 18 or from outside Norway: +44 (0) 20 3003 2666 or from the US: +1 646 843 4608. Password: DNB Q2.
The conference call and replay will be available at www.dnb.no/en/ir.

13 July at 7.30 am BST: breakfast conference for analysts in London
Place: DNB Bank ASA London Branch, 8th Floor, The Walbrook Building, 25 Walbrook London EC4N8AF.
Please register your attendance in London at [email protected].

Management will present the results followed by a Q&A session.

DNB recorded profits of NOK 4 569 million in the second quarter of 2016, a reduction of
NOK 512 million from the second quarter of 2015. The decline in profits was primarily a result
of higher impairment losses on loans and guarantees, though basis swaps also had a negative effect on profits.

“We are satisfied with these figures, in spite of the effects of historically low interest rates and a
rise in losses. The Norwegian economy is sound, even though oil-related industries are still under restructuring,” says Rune Bjerke, group chief executive.

The common equity Tier 1 capital ratio, calculated according to the transitional rules, was 15.2 per cent, up from 13.0 per cent a year earlier. DNB is thus one of the best capitalised banks in the world.

Net interest income was reduced by NOK 185 million from the second quarter of 2015, reflecting lower lending volumes, adjusted for exchange rate effects, and higher long-term funding costs.

Net other operating income increased by NOK 732 million. A positive effect from the completion of the sale of DNB’s holding in Visa Europe, announced in November 2015, was partly offset by the negative effect from fair value adjustments of derivatives.

Reduced costs and increased digitalisation
Operating expenses were reduced by 2.6 per cent or NOK 142 million from the second quarter of 2015.

“The first half of the year was characterised by an acceleration in the digitalisation of DNB. Thus far this year, we have closed down 59 branch offices parallel to achieving higher home mortgage volumes. In addition, the number of downloads of the payment app Vipps now exceeds two million – an incredible figure. Both these facts show that Norwegian bank customers are global frontrunners when it comes to adopting new digital services,” says Bjerke.

Vipps is now being launched as a means of payment in shops and online stores. In addition, Vipps has been introduced as a payment option for public transport in the RuterBillett app and has been taken into use by thousands of sports clubs and associations.

Increase in estimated impairment losses for 2016
Impairment losses on loans and guarantees totalled NOK 2 321 million, rising by NOK 1 654 million from the second quarter of 2015. There was an increase in both individual and collective impairment losses on loans, reflecting a challenging situation for a number of oil-related companies.

“We are maintaining our guiding that total impairment losses for 2016, 2017 and 2018 will be below
NOK 18 billion. We have previously stated that total impairment losses will be below NOK 6 billion in 2016. The way things look now, however, the level of impairment will probably be higher, as some of the losses related to the downturn in the petroleum industry are materialising earlier than we expected,” says Bjerke.

DNB is continuing to work closely with customers who are affected by the oil price collapse. A number of these companies are operating under challenging market conditions, but DNB is still not experiencing any material secondary effects in the Norwegian economy.

Key figures for the second quarter of 2016
• Pre-tax operating profits were NOK 5.8 billion (6.8)
• Profit for the period was NOK 4.6 billion (5.1)
• Earnings per share were NOK 2.74 (3.04)
• Return on equity was 9.9 per cent (12.1)
• The cost/income ratio was 39.9 per cent (42.8)
• The common equity Tier 1 capital ratio (transitional rules) was 15.2 per cent (13.0)

Comparable figures for 2015 in parentheses.

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

Contact persons:
Thomas Midteide, group executive vice president, Corporate Communications, tel.: + 47 962 32 017
Rune Helland, head of Investor Relations, tel.: +47 977 13 250

The quarterly report, presentation and Fact Book can be downloaded from www.dnb.no/en/ir

EBA stress test 2016 – unchanged CET1 ratio of 14.3 per cent for the DNB Bank Group.

The DNB Bank Group has been part of the European Banking Authority (EBA) stress test based on the year-end figures for 2015.
The adverse scenario stress test result for the DNB Bank Group shows an unchanged CET1 ratio of 14.3 per cent. DNB maintains positive results before dividend during the stress test period (2016 – 2018) which according to the EBA methodology gives a stable capital base. The risk exposure amount is also unchanged due to the effects of the unique Norwegian transitional rule based on the no risk sensitive Basel I system. DNB is satisfied with the stress test results which demonstrate the resilience of the bank’s earnings capacity and capital position.

Contact:
Rune Helland
Director Investor Relations
+47 97713250
[email protected]

Nordea and DNB have entered into an agreement to combine their operations in Estonia, Latvia and Lithuania to create a leading main bank in the Baltics with strong Nordic roots.

“Combining knowledge of the Baltic market, close cooperation with our customers and developments in digital banking, Nordea has over the years built a solid and successful bank in the Baltic region with a strong position as number three in the Baltics. Now it is time to take the next step and build for the future. Together we will have the scale, stronger geographic presence and broader product offering enabling us to become the main bank for customers in the Baltics,” says Inga Skisaker, Head of Banking Baltic Countries, Nordea.

Nordea’s and DNB’s operations in the Baltics are a great match, with complementary lines of business. Nordea has built a strong position within the large corporate segment whereas DNB is strong in the SME segment. Together, the banks will also have an even larger and more competitive retail business. Furthermore, the combined bank will have a strong geographic presence, with Nordea’s strong Estonian, DNB’s strong Lithuanian and jointly strong Latvian footprints. Nordea’s and DNB’s Baltic operations have 1.300 and 1.800 employees and EUR 8 billion and EUR 5 billion in assets[1], respectively.

“With over 70 branches in the Baltics, DNB have created a dynamic and customer-centric operations. Scale is key in banking today, with larger banks having more efficient use of resources. The new bank will be better equipped to counter increasing competition in the region and capitalise on scale in order to become the main bank for more businesses, customers and partners in the Baltics,” says Mats Wermelin, Head of Baltic Division, DNB.

Nordea and DNB will have equal voting rights over the combined bank, while having different economic ownership levels that reflect the relative equity value of their contribution to the combined bank at the time of closing. The transaction is conditional upon regulatory approvals and conditions, and is expected to close around Q2 2017. The banks will operate independently until all necessary approvals have been received. 

J.P. Morgan acts as financial advisor and BA-HR as legal advisor to DNB in connection with the transaction.

With regard to the announcement we invite you to a press meeting in Riga which also will be webcasted. Inga Skisaker, Head of Banking Baltic Countries, Nordea and Mats Wermelin, Head of Baltic Division, DNB will participate. The press conference will be conducted in English.

Time: Thursday 25 August 11.30 CET (12.30EET). For security reasons, a valid identity card is required. To attend the press conference, please e-mail Signe Lonerte, [email protected], +371 2911 6146.

Place: The Radisson Blu Hotel Latvija, Elizabetes 55, Riga, Latvia.
 

[1] Based on loans and receivables to the public 

For further information:
Thomas Midteide, Group Executive Vice President, Corporate Communications, DNB, +47 962 32 017, [email protected] 

About DNB 
DNB is Norway's largest financial services group and one of the largest in the Nordic region in terms of market capitalization. The Group offers a full range of financial services, including loans, savings, advisory services, insurance and pension products for retail and corporate customers. DNB is a major operator in a number of industries, for which we also have a Nordic or international strategy. DNB is one of the world’s leading shipping banks and has a strong position in the energy sector, and the fisheries and seafood industry.

After the Panama Papers case, the Board of Directors of DNB ASA decided to carry out an independent survey of all aspects of DNB’s involvement in the case. The law firm Hjort has now presented its final report, which has been considered by the Board of Directors.

The investigation team in Hjort has been headed by Kristin Veierød, attorney-at-law, and the process has taken four months. Hjort received technical assistance to copy DNB’s data servers in Norway and Luxembourg, and has reviewed a very extensive pool of documents. In addition, Hjort has interviewed more than 30 current and former DNB employees.

Complete overview
"The concern of the Board of Directors has been to gain the best possible insight into what has happened. Hjort has done a thorough job, and made independent evaluations of their findings. The review presented in the board meeting has given us a complete overview of the matter and forms a sound basis for learning,” says Anne Carine Tanum, board chairman in DNB ASA.

In its report, Hjort states that DNB Luxembourg facilitated the establishment of 42 companies in the Seychelles for customers during the period 2006 to 2008, and that all these companies are dissolved. Hjort has not uncovered any violations of the law associated with the establishment of this service offering.

Violation of two guidelines
Hjort points to the fact that the establishment of the service offering was not approved in accordance with the standard procedure for new products. In addition, they stress that the DNB Group’s code of ethics was not followed given that the business area with responsibility for DNB Luxembourg did not suspend the service offering pending an assessment of its reputational consequences.  

According to the report, knowledge about the service offering did not, at any time, reach the former or current group chief executive or the Group’s Boards of Directors until it became an issue in the media in the spring of 2016.

Hjort points out that DNB’s Group Audit had the opportunity to gain knowledge of the service offering based on the information they received during the 2008 to 2009 period.

Additional measures from the Board of Directors
"Over the past few days, the Board of Directors has considered Hjort’s report in two board meetings. In connection with the Panama Papers case, the Board of Directors approved extensive measures in May. In the opinion of the Board, the measures that are being implemented are well-suited to ensure compliance with the Group’s code of ethics and prevent the establishment of objectionable products and services in DNB,” says Tanum.

The measures include:

•  Stricter control of operations in Luxembourg
•  Enhanced customer due diligence in Private Banking
•  The introduction of an external notification channel in DNB in addition to the existing notification channel
•  The introduction of new and comprehensive guidelines for the approval of new products
•  New guidelines and measures for the management of international subsidiaries
•  An external review of competencies and priorities in Group Audit

Contact information:
Thomas Midteide, group executive vice president, Corporate Communications, tel.: (+ 47) 962 32 017
Even Westerveld, EVP Corporate Communications, tel. (+47) 400 16 744

In the opinon of DNB, the DNB Norge funds have been actively managed and generated significant values for the fund holders. Over the past ten years, two of three customers have received higher returns than if they had invested in an index fund, according to a new calculation.  

In January 2016, the Norwegian Consumer Council announced that it would bring a civil action against DNB related to the management of the DNB Norge funds. DNB received the writ of summons in June. The Consumer Council claims that the management of the funds was not active enough. DNB has now reviewed the matter in detail and will present its repliy to the Oslo District Court this week.

Managed in line with the marketing material
“We have great respect for the efforts made by the Consumer Council on behalf of Norwegian consumers. In this case, however, we disagree that the unit holders have any claim. The funds are managed in line with the investor information and the promises made by DNB. The Consumer Council would like the courts of law to introduce a minimum relative risk requirement that only applies in Norway. This is an issue which should be considered by the legislator. In any case, it cannot be given retrospective effect,” says Even Westerveld, executive vice president in Corporate Communications in DNB.

DNB’s review shows that the large majority of customers achieved positive returns. For example if a customer had invested NOK 100 000 in DNB Norge in 2005, his/her investment would have grown to NOK 270 764 in 2015. If a customer had invested NOK 100 000 in 2010, he/she would have been left with NOK 144 270 five years later.

A comparison with a hypothetical index fund for the entire period from 2005 to 2015 shows that more than two-thirds (71 per cent) of customers encompassed by the civil action achieved higher returns after the differences in costs had been taken into account.

“The historical performance of the DNB Norge funds shows that the Consumer Council is mistaken when it claims that the funds are managed like an index fund. The DNB Norge funds have given significant excess returns during certain periods, whereas in other periods, performance has been markedly weaker than the index. Both are a consequence of the fund managers’ active assessments and choices,” says Westerveld.

Active choices made by active fund managers
The Consumer Council initiatlly notified a claim for compensation on behalf of current and former unit holders in DNB Norge in the period 2005-2015. After DNB had documented that the fund in this period delivered an excess return of 4.3 per cent compared with the index, the Council changed the claim so that it only applies to the five last years. In this period, the funds generated a lower return than the index.

“We are naturally not satisfied with the return generated over the last few years, but this does not mean that the fund managers have not made active choices. On the contrary, the team of fund managers has each year held more than 60 one-on-one meetings with companies on Oslo Børs and read 200-300 company analyses. In addition, they have had daily contact with analysts and brokers, and have participated in company presentations, capital market day events and general meetings. They do all this to have the best possible basis for making active investment choices in their customers’ best interests,” says Westerveld.

The DNB Norge funds were marketed as funds which should give their customers the possibility to share in the value development of the largest companies on Oslo Børs. Many of these equities are also strongly represented in the funds’ reference index. DNB is of the opinion that this matter is not suitable for a group action on behalf of 180 000 customers, as is the intention of the Norwegian Consumer Council, as there are major individual differences between the unit holders. Many of the customers have also received a return that the Consumer Council claims was impossible. In addition, there are very few customers who have submitted complaints. Nevertheless, in order to give the Consumer Council the possibility to judicially review the matter, DNB has suggested to carry out a so-called pilot civil action.

Contact person:
Even Westerveld, EVP Corporate Communications, tel. (+47) 400 16 744

Kjerstin Braathen has been appointed new chief financial officer (CFO) in DNB with effect as of 1 March 2017, succeeding Bjørn Erik Næss, who will retire on the same date.

Næss has been CFO in DNB for nine years. According to his pension agreement, he was entitled to retire when reaching the age of 62 in August 2016, but the agreement was extended to 1 March 2017.

Up till now, Braathen has been group executive vice president and head of Corporate Banking Norway. She is a member of the group management team. She assumed her current position in 2013 and was previously head of Shipping, Offshore and Logistics in Oslo. She has more than 17 years’ experience from various positions in the DNB Group. Braathen was born in 1970.

Benedicte Schilbred Fasmer will become new group executive president and head of Corporate Banking Norway with immediate effect. Since 2014, Fasmer has been responsible for DNB’s operations in Bergen and the Western Norway division in Corporate Banking Norway. She previously held senior executive positions in, among others, Argentum Asset Management and Sparebanken Vest. Fasmer is also board chairman in Oslo Børs VPS Holding and Oslo Børs ASA. She was born in 1965.

Rune Garborg will become new group executive president in charge of Vipps and Payments with immediate effect. This is a new position in the group management team. Since February this year, Garborg has been in charge of DNB’s digital payment solution Vipps. Prior to this, he was head of Categories and Marketing in Personal Banking Norway. Other prior positions include head of marketing in DNB Eiendom. Garborg was born in 1969.

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

Contact person:
Thomas Midteide, group executive vice president, Corporate Communications, tel.: + 47 962 32 017