Acquisition of shares by primary insiders

Acquisition of shares by primary insiders

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.

Correction: Acquisition of shares by primary insiders

Correction: Acquisition of shares by primary insiders

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.

Finanstilsynet confirms administrative fine

Finanstilsynet confirms administrative fine

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.

Trade subject to notification

Trade subject to notification

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.

DNB Bank ASA: Extension of the Offer Period for the recommended voluntary offer for all outstanding shares in Sbanken ASA

DNB Bank ASA: Extension of the Offer Period for the recommended voluntary offer for all outstanding shares in Sbanken ASA

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.

Merger with DNB Bank ASA - approvals from the Ministry of Finance

Merger with DNB Bank ASA - approvals from the Ministry of Finance

On 30 November 2020, the general meetings of DNB ASA and DNB Bank ASA decided to merge the companies, with DNB Bank ASA as the surviving company.

The completion of the merger is conditional on obtaining the necessary regulatory approvals. Such approvals were granted today, by the Norwegian Ministry of Finance.

The merger is scheduled to be completed on or around 1 July 2021. DNB ASA will be traded under the temporary ticker “DNBH” on the last two trading days prior to completion of the merger. This is, due to technical limitations, necessary to enable DNB Bank ASA to have “DNB” as its permanent ticker following the merger.

More specific information regarding the time line will be provided prior to completion of the merger.

Final extension of the offer period, final increased Offer Price of NOK 108.85 per share and fulfilment of revised minimum acceptance condition of 2/3 for the offer for all Shares in Sbanken ASA

Final extension of the offer period, final increased Offer Price of NOK 108.85 per share and fulfilment of revised minimum acceptance condition of 2/3 for the offer for all Shares in Sbanken ASA

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, 7 June 2021

Reference is made to the offer document dated 23 April 2021 (the "Offer Document") for the recommended voluntary offer (the "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 Price"). Reference is also made to the stock exchange release from the Offeror on 24 May 2021 where the acceptance period of the Offer (the "Offer Period") was extended until 7 June 2021 at 16:30 hours (CEST).

The Offeror hereby announces a second and final extension of the Offer Period until 14 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. There will be no further extensions of the Offer Period.

The Offeror further announces an increase of the Offer Price to NOK 108.85 (subject to adjustment pursuant to section 3.2 (Offer Price) of the Offer Document and the other terms and conditions as set out in the Offer Document) in accordance with Section 3.8 (Amendments to the Offer) of the Offer Document. Shareholders in the Company who have already accepted the Offer will also benefit from the increased Offer Price. This is the Offeror's best and final Offer Price.  

As of the date hereof at 15:50 hours CEST, the Offeror owns 10,576,419 Shares (equalling approximately 9.9% of the Shares) and has received acceptances of the Offer for 69,478,963 Shares (equalling approximately 65.0 % of the Shares), totalling 74.9% of the outstanding Shares and votes in the Company. Accordingly, the Offer has been accepted by shareholders representing (when taken together with the Shares owned by the Offeror) more than 2/3 of the issued and outstanding share capital and voting rights of the Company on a Fully Diluted basis (as defined in the Offer Document).

The Offeror has decided to partially waive the closing condition for the Offer relating to "Minimum Acceptance" (as described in section 3.4 (Conditions for completing the Offer) of the Offer Document) by reducing the acceptance threshold from 90% down to 2/3. This means that the closing condition for the Offer relating to "Minimum Acceptance" has been satisfied, subject to all acceptances received as of today being valid and not subject to any third party consents in respect of pledges or other rights.

As a consequence of the extension of the Offer Period, 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 "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 and the increase of the Offer Price. The other terms and conditions of the Offer (except for the waiver of the closing condition relating to "Minimum Acceptance" down to 2/3 as described above) will remain unchanged and as set out in the Offer Document.

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. The Company has also confirmed to the Offeror that it is currently not aware of any other offers or proposals for an acquisition of the Company's Shares or any other Competing Offer (as defined in the Offer Document).

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. Except for the waiver of the closing condition relating to "Minimum Acceptance" down to 2/3 as described above,  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 amendments 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, and have not already done so, must fill out and return the acceptance form which is included in the Offer Document by 16:30 hours (CEST) on 14 June 2021. There will be no further extensions of the Offer Period.

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.

DNB Bank ASA Announces Preliminary Result of the Recommended Voluntary Tender Offer for Sbanken ASA

DNB Bank ASA Announces Preliminary Result of the Recommended Voluntary Tender Offer for Sbanken ASA

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, 14 June 2021

Reference is made to the offer document dated 23 April 2021 (the "Offer Document") and subsequent stock exchange announcements 24 May 2021 and 7 June 2021 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 108.85 per Share (subject to adjustment as set out in the Offer Document) (the "Offer").

The acceptance period in the Offer (the "Offer Period") expired at 16:30 hours (CEST) on 14 June 2021. At the expiry of the Offer Period, the Offeror has received acceptances of the Offer for a total of 86,543,025 Shares, representing approximately 81.0% of the outstanding Shares and votes in the Company. In addition, the Offeror holds 10,567,419 Shares in the Company representing approximately 9.9% of the shares and votes in the Company, and together with the received acceptances in the Offer representing a total of approximately 90.9% of the Shares and votes in the Company.

Please note that the calculation of the number of Shares tendered in the Offer is preliminary and remains subject to potential adjustments through a verification process currently being undertaken by the receiving agent for the Offer. The final result of the Offer will be announced once confirmed by the receiving agent.

As previously reported, the condition for completion of the Offer relating to "Minimum Acceptance" as set out in Section 3.4 (Conditions for completion of the Offer) of the Offer Document, as adjusted pursuant to a stock exchange announcement from the Offeror on 7 June 2021, has been met.

Completion of the Offer is subject to the fulfilment or waiver by the Offeror of the remaining conditions for completion of the Offer as set out in Section 3.4 (Conditions for completion of the Offer) of 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 are set out in the Offer Document, with previously announced amendments.

In accordance with Section 3.4 (Conditions for completion of the Offer) of the Offer Document, the Offeror will issue a notification through the Oslo Stock Exchange as soon as each of the remaining closing conditions for the Offer has been met, waived or failed to be met.

Upon a successful completion of the Offer, the Offeror will have a holding of more than 90% of the total Shares and voting rights in the Company, and then intends to proceed with a compulsory acquisition of the remaining Shares pursuant to the Norwegian Public Companies Act Section 4-25 and the Norwegian Securities Trading Act Section 6-22.

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 "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.

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.

DNB Bank ASA Announces Final Result of the Recommended Voluntary Tender Offer for Sbanken ASA

DNB Bank ASA Announces Final Result of the Recommended Voluntary Tender Offer for Sbanken ASA

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, 17 June 2021

Reference is made to the offer document dated 23 April 2021 (the "Offer Document") and subsequent stock exchange announcements 24 May 2021, 7 June 2021 and 14 June 2021 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 108.85 per Share (subject to adjustment as set out in the Offer Document) (the "Offer").

The final result shows that the Offeror received acceptances of the Offer for a total of 86,852,979 Shares, representing approximately 81.3% of the outstanding Shares and votes in the Company. In addition, the Offeror holds 10,567,419 Shares, representing approximately 9.9% of the shares and votes in the Company. Following settlement of the Offer, the Offeror will hold a total of 97,429,398 Shares in the Company, constituting approximately 91.2% of the shares and votes in the Company.

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 "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.

For questions regarding settlement procedures, please contact the receiving agent for the Offer, DNB Bank ASA, Registrars Department, e-mail: [email protected].

Following settlement of the Offer, the Offeror intends to initiate a compulsory acquisition of the remaining Shares not owned by the Offeror in accordance with the Norwegian Public Limited Liability Companies Act section 4-25.

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.