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 June 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").

As announced on 17 June 2021 the Offeror received acceptances of the Offer for Shares representing approximately 81.3% of the outstanding Shares and votes in the Company. In addition, the Offeror holds Shares representing approximately 9.9% of the shares and votes in the Company. Following settlement of the Offer, the Offeror will accordingly hold Shares in the Company constituting approximately 91.2% of the shares and votes in the Company.

The Offeror hereby confirms that the Norwegian Competition Authority ("NCA") has opened a Phase II review to assess the proposed acquisition of the Company by the Offeror. The NCA is considering whether the transaction may reduce competition within distribution of funds, following its Phase I review. The Offeror is satisfied that the NCA has confirmed that potential competition concerns only relates to distribution of funds and not mortgage loans or other banks services which constitutes the main part of the Company's operations. The NCA will now carry out an in-depth assessment into the potential effects of the proposed transaction to determine whether it is likely to significantly reduce effective competition. The final deadline for the NCAs review will expire on 7 October 2021. The NCA may however at any stage during the Phase II review close its investigation provided 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 to have the transaction approved as soon as possible.  

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].

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.

On 30 November 2020 the general meetings of DNB ASA and DNB Bank ASA resolved to merge the companies with DNB Bank ASA as the surviving entity. DNB Bank ASA will be the new holding company in the DNB Group following the merger, and all outstanding shares of the company will be admitted to trading on the Oslo Stock Exchange.

The merger will be implemented after close of trading on the Oslo Stock Exchange on 1 July 2021. The shares issued by DNB ASA can be traded until close of trading on this date. Shareholders in DNB ASA at the time of implementation of the merger, as registered in the Norwegian Securities Register (VPS) on 5 July 2021, will receive one share in DNB Bank ASA for each share held in DNB ASA.

Trading in the shares of DNB Bank ASA will commence on 2 July 2021. The shares of DNB Bank ASA will from this date trade under the ticker “DNB”, which is the current ticker of DNB ASA, on ISIN NO 001 0161896.

DNB ASA will be traded under the ticker “DNBH” on the last two trading days prior to implementation of the merger. Due to technical restrictions this is necessary in order to facilitate that DNB Bank ASA can use the ticker “DNB” permanently after completion of the merger.

The NewsWeb history of DNB ASA will continue to exist under the ticker “DNB”, while the history of DNB Bank ASA will continue under “DNB Bank ASA_old”.

DNB Bank ASA has prepared and published an “Exempted Document” pursuant to the prospectus regulation as part of the listing on the Oslo Stock Exchange. The Exempted Document, which may be found on https://www.ir.dnb.no/press-and-reports/ir-updates, is an information document that provides an overview of the business and organisation of the DNB group. The Exempted Document is not a prospectus and has not been reviewed or approved by the Financial Supervisory Authority of Norway.

An overview of the timeline related to the implementation of the merger and the listing of DNB Bank ASA on the Oslo Stock Exchange is included below:

Reference is made to the stock exchange announcements dated 22 October and 30 November 2020, and 27 May and 24 June 2021, for further information about the merger.

DNB will publish its results for the second quarter of 2021 on Tuesday, 13 July 2021 at 7.30 CET.

9:30 CET: Presentation

CEO Kjerstin Braathen and CFO Ottar Ertzeid present the results at a live streamed press conference. A broadcast will be available on the Investor Relations pages at ir.dnb.no. It will also be possible to physically attend to the presentation at DNB's head office in Bjørvika, Dronning Eufemias gate 30. Please register your attendance in Oslo, at [email protected].

13:30 CET: Conference call for analysts and investors

Call in details: Norway +47 21 56 33 18, UK Wide +44 (0) 33 0551 0200, US +1 212 999 6659. Password: DNB Q2. Please join the call 5 minutes early to allow the operator to transfer you into the call by the scheduled start time.

The conference call (listen-only mode) and a recording of this will be available on the Investor Relations pages at ir.dnb.no.

For further information, please contact:

Investor contact:

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

Media contact:

Thomas Midteide, Group Executive Vice President, Communication & Sustainability, tel. (+47) 962 32 017

This information is subject to the disclosure requirements according 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, 1 July 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").

As announced on 17 June 2021 the Offeror received acceptances of the Offer for Shares representing approximately 81.3% of the outstanding Shares and votes in the Company. In addition, the Offeror holds Shares representing approximately 9.9% of the shares and votes in the Company. Following settlement of the Offer, the Offeror will accordingly hold Shares in the Company constituting approximately 91.2% of the shares and votes in the Company.

The Norwegian Ministry of Finance (Nw. Finansdepartementet) has today approved the Offeror's contemplated acquisition of the Company subsequent to a recommendation from the Financial Supervisory Authority of Norway (Nw: Finanstilsynet), as further described in Section 3.4 (Conditions for completion of the Offer) of the Offer Document. This implies that the only remaining regulatory approval for completion of the Offer is receipt of necessary approvals from the Norwegian Competition Authorities, as announced on 24 June 2021.

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 remaining parts of 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].

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.

On 30 November 2020 the general meetings of DNB ASA and DNB Bank ASA resolved to merge the companies with DNB Bank ASA as the surviving entity. The completion of the merger was registered in the Norwegian Register of Business Enterprises (the “NRBE”) today.

As a result of the completion all assets, rights and obligations in DNB ASA has been transferred to DNB Bank ASA, and DNB ASA has been dissolved and deleted from the NRBE. In addition, the new Articles of Association and the new composition of the Board of Directors of DNB Bank ASA are effective from the completion time.

DNB Bank ASA is the new holding company in the DNB Group following the completion, and all outstanding shares of the company will be admitted to trading on the Oslo Stock Exchange from and including tomorrow, 2 July 2021.

Reference is made to the stock exchange announcement on 25 June 2021 for more information about the merger and the listing.

In the second quarter of 2021, the DNB Group will recognise a negative effect of NOK 212 million from basis swaps connected to funding. Furthermore, a positive effect of NOK 59 million from the USD Additional Tier 1 capital will also be recognised.

For further information, please contact:

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.

DNB will publish its results for the second quarter of 2021 on Tuesday, 13 July 2021 at 7.30 CET.

9:30 CET: Presentation

CEO Kjerstin Braathen and CFO Ottar Ertzeid present the results at a live streamed press conference. A broadcast will be available on the Investor Relations pages at ir.dnb.no. It will also be possible to physically attend to the presentation at DNB's head office in Bjørvika, Dronning Eufemias gate 30. Please register your attendance in Oslo, at [email protected].

13:30 CET: Conference call for analysts and investors

Call in details: Norway +47 21 56 33 18, UK Wide +44 (0) 33 0551 0200, US +1 212 999 6659. Password: DNB Q2. Please join the call 5 minutes early to allow the operator to transfer you into the call by the scheduled start time.

The conference call (listen-only mode) and a recording of this will be available on the Investor Relations pages at ir.dnb.no.

For further information, please contact:

Investor contact:

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

Media contact:

Thomas Midteide, Group Executive Vice President, Communication & Sustainability, tel. (+47) 962 32 017

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

13 July 2021 

DNB is experiencing increased customer activity and optimism in step with the reopening of the Norwegian economy. The profit for the second quarter of 2021 was NOK 6 432 million, an increase of NOK 548 million from the first quarter of this year.  

After a very good first quarter, DNB’s financial performance has been further strengthened in the second quarter, supported by higher growth as a result of the reopening of the Norwegian economy and solid liquidity in most households.  

“Even though we haven’t put the pandemic completely behind us yet, a sense of optimism has definitely returned to the Norwegian business community and Norwegian households. We’re seeing growth in all parts of the bank, and I can’t remember a quarter with comparably high customer activity across the entire spectrum of the services we offer. I’m pleased that our customers are choosing DNB to an even greater extent than before, now that we’re preparing ourselves for more normal times,” says CEO Kjerstin Braathen. 

 
Growth in all parts of the bank 

Throughout the quarter, DNB has experienced profitable growth on loans of 1.4 per cent and 2.7 per cent in the personal customer market and corporate customer market, respectively – in line with the plan for annual growth of around 3–4 per cent. Deposit growth for the quarter was 4.1 per cent, while net interest income was at the same level as in the corresponding quarter in 2020. 

DNB experienced growth in all customer segments and areas of the bank, and customer activity was particularly high in the areas of capital raising and initial public offerings (IPOs), as well as across the entire spectrum from long-term saving and asset management, to real estate and insurance. Income from customer-driven activities (commission and fee income) was record high, with an increase of NOK 486 million, or 20.3 per cent, compared with the corresponding period last year, and 9.6 per cent compared with the first quarter of 2021.  

Norwegians’ high level of saving and investing was maintained, even though consumption has increased along with the reopening of society.  

 
Will cooperate with customers on sustainable transition 

In the second quarter, DNB presented its revised sustainable strategy. The strategy states that DNB will be a driving force for sustainable transition, for instance by financing, facilitating, and investing in sustainable activities worth NOK 1 500 billion by 2030, and by increasing total assets in mutual funds with a sustainability profile to NOK 100 billion by 2025. 

During the course of last year, we saw a clear shift in mood, with many people looking for sustainable products and seeking to make sustainable investments. In May, DNB launched the index fund 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 goals of the Paris Agreement. The fund reached NOK 1 billion in total assets just a few weeks after its launch in May.  

“The very strong reception DNB Klima Indeks has received provides additional motivation to further develop our range of sustainable and green products, in other parts of the personal customer and corporate customer markets, as well. Our customers will notice that sustainable transition is an issue that we’ll spend more time on in our customer dialogue in the time ahead,” says Kjerstin Braathen. 

 
Strong position for paying out dividends 

The bank maintained a very strong financial position throughout the quarter, with a common equity Tier 1 (CET1) capital ratio of 19.1 per cent. Return on equity (ROE) was 11.1 per cent for the quarter, and is the result of high activity and growth in all areas of the bank, as well as net reversals of impairment provisions. Earnings per share (EPS) were NOK 4.01 in the quarter, which is an increase of 31 per cent from the corresponding quarter last year.  

The bank is in a strong position to pay out dividends, and the Board of Directors has been authorised by the General Meeting to pay out up to NOK 9 per share for the year 2020, after 30 September this year. 

 
During the quarter, DNB also received acceptance for its offer to acquire Sbanken, and the Ministry of Finance approved the acquisition. The approval of the Norwegian Competition Authority remains, and the decision is expected during the third quarter.  

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

• Pre-tax operating profit before impairment amounted to NOK 7.6 billion (8.4) 

• Profit for the quarter was NOK 6.4 billion (5.0) 

• Earnings per share were NOK 4.01 kroner (3.06) 

• Return on equity was 11.1 per cent (8.7) 

• Cost/income ratio was 44.4 per cent (40.4) 

• Common equity Tier 1 (CET 1) capital ratio was 19.1 per cent (18.2) 

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

For further information:   

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

Thomas Midteide, Group Executive Vice President of Communications & Sustainability, tel.: (+47) 96 23 20 17   

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

On 24 October 2019, DNB ASA initiated a buy-back programme comprising up to 0.5 per cent of the shares in the company, representing a total of 7 901 506 shares. DNB ASA expanded the buy-back program on 20 November 2019, thereby comprising up to a total of 1.0 per cent of the company's shares, representing a total of 15 803 014 shares.

DNB ASA has now decided to increase the number of shares that can be purchased under the buy-back programme, thereby comprising up to a total of 1.5 per cent of the company's shares, representing a total of 23 704 521 shares. The decision is made following the announcement by the Ministry of Finance on 5 and 11 December that CRDIV/CRR will be implemented in Norway with effect from 31 December 2019. The announcement provides additional clarity regarding future capital requirements. 

Other than with respect to the increase of the total number of shares that can be purchased, the buy-back programme will be carried out as communicated in the Oslo Stock Exchange notification made on 24 October 2019 (available at www.newsweb.no).

The share buy-back programme is based on an authorization given by DNB ASA's annual general meeting on 30 April 2019 and an approval given by the Financial Supervisory Authority of Norway on 27 June 2019. The authorization from the general meeting will be valid for a period of 12 months from the date of the general meeting.

In accordance with the authorization from the general meeting, the shares shall be purchased at a price between NOK 10 and NOK 250 per share. The buy-back programme will, at the latest, be completed by the end of March 2020.

Up to approximately 15.6 million of the shares will be repurchased in the open market. As of today, DNB ASA has repurchased approximately 7.8 million shares. In accordance with an agreement between DNB ASA and the state of Norway through the Ministry of Trade, Industry and Fisheries, a proportionate amount of shares will be redeemed from the state of Norway, so that its current ownership interest in DNB ASA of 34 % remains unaffected following completion of the buy-back programme.

DNB ASA will seek approval from the annual general meeting in 2020 for cancellation of the repurchased shares and redemption of shares owned by the state of Norway. The redemption of shares shall be made against a payment which shall correspond to an average volume weighted price of DNB ASA's repurchase of shares in the open market as a part of the buy-back programme, including an interest compensation and an agreed adjustment for any dividend paid on the redemption shares in the buy-back period.

For further information, DNB ASA refers to the minutes from DNB ASA's annual general meeting of 30 April 2019, available at www.dnb.no.

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